9. Preferred Stock

As of December 31, 2025 and 2024, preferred stock consisted of the following:


December 31, 2025
							Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying		Preference
Series	Designated		Outstanding		Value		per Share
A		5,524,926		—	$	—	$	—
B		11,000		—		—		—
B-1		63		—		—		—
B-2		10,165		—		—		—
C		1,011,000		—		—		—
D		977,300		—		—		—
E		10		—		—		—
F		10		—		—		—
G		137		—		—		—
H		105		—		—		—
I		118		—		—		—
J		179		—		—		—
L		121		121		2,485		25
M		260		144		—		25
N		951		10		—		25
Total		7,536,345		275	$	2,485	$	75


December 31, 2024
							Liquidation
(in thousands, except share and per share data)	Shares		Issued and		Carrying		Preference
Series	Designated		Outstanding		Value		per Share
A		5,524,926		—	$	—	$	—
B		11,000		—		—		—
B-1		63		—		—		—
B-2		10,165		—		—		—
C		1,011,000		—		—		—
D		977,300		—		—		—
E		10		—		—		—
F		10		—		—		—
G		137		—		—		—
H		105		—		—		—
I		118		—		—		—
J		179		99		—		25
Total		7,535,013		99	$	—	$	25

•

Series L: Liquidation preference is equal to the Stated Value of $25,000 per share plus any accrued but unpaid dividends.

•

Series M: Liquidation preference is equal to the Stated Value of $25,000 per share plus any accrued but unpaid Preferred Return.

•

Series N: Liquidation preference is equal to the Stated Value of $25,000 per share plus any accrued but unpaid dividends.

The Company is authorized to issue a total of 10,000,000 shares of its preferred stock as of December 31, 2025 and 2024, with a total of 7,536,345 shares and 7,535,013 shares designated to specific Series as of December 31, 2025 and 2024, respectively.

Series G Preferred Stock

On May 8, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to issue to such investors (i) 137 shares of Series G Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series G Preferred Stock”) and (ii) warrants to purchase up to 4,567 shares of the Company’s common stock, at an exercise price of $720.00 per share (the “PIPE Warrants”), for an aggregate purchase price of approximately $1.9 million (the “Private Placement”).

On February 29, 2024, the PIPE investors converted 122 shares of Series G preferred stock into 2,033 shares of common stock subject to a six-month lock-up.

Series I Preferred Stock

On September 29, 2023, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued an aggregate of 118 shares of the Company’s newly authorized Series I Preferred Stock to Uptown at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the Exchange Agreement, in exchange for a $1,500,000.00 reduction in the outstanding balance of the December 2020 Royalty Interest.

On November 14, 2023, Uptown converted 62 shares of Series I Preferred Stock into 39,805 shares of common stock.

On January 15, 2024, Uptown converted 56 shares of Series I Preferred Stock into 1,798 shares of common stock.

Series K Preferred Stock

On February 26, 2025, the Company entered into a Rights Agreement with Equiniti Trust Company, LLC, as Rights Agent, designating 300,000 shares of Series K Junior Participating Preferred Stock (“Series K Preferred Stock”). Under the Rights Agreement, each outstanding share of Common Stock and Non-Voting Common Stock as of March 10, 2025 was granted one Class A Right or Class B Right, respectively. Each Right represents the right to initially purchase 1/1,000th of a share of Series K Preferred Stock at a purchase price of $4.50

At issuance, the Rights were embedded in the common stock and not exercisable. They would become exercisable and trade independently only if a person or group became an “Acquiring Person” by obtaining 20% or more of the Company’s voting power. Prior to these triggering events, the Board might redeem the Rights for $0.01 per Right. The Rights expired on February 26, 2026.

Series L Preferred Stock

On May 14, 2025, the Company entered into privately negotiated exchange agreements with Iliad and Streeterville, under which the Company issued 22 and 99.3822 shares of the Company’s newly authorized Series L Preferred Stock to Iliad and Streeterville, respectively, in exchange for a $550,000 reduction in the outstanding balance of the October 2020 Purchase Agreement, and for all of the outstanding 99.3822 shares of Series J Preferred Stock held by Streeterville, respectively.

As of December 31, 2025, the Series L Preferred Stock had a liquidation preference of $25,000 per share and was exchangeable into common stock at an Exchange Ratio of 24,167-to-1 based on the 5-day average Nasdaq closing price of $1.03.

Series M Preferred Stock

On June 27, 2025, the Company entered into a privately negotiated exchange agreements (the “Iliad Series M Exchange Agreement” and the “Streeterville Series M Exchange Agreement”) with Iliad and Streeterville, pursuant to which Company issued 170 shares and 90 shares of the Company’s newly authorized Series M Preferred Stock to Iliad and Streeterville, respectively, in exchange for a $4,250,000 reduction in the outstanding balance of the October

2020 Purchase Agreement and a $2,250,000 reduction in the outstanding balance of the August 2022 Royalty Interest, respectively.

During the fourth quarter of 2025, the Company entered into privately negotiated exchange agreements to retire shares of Series M Preferred Stock.

On November 17, 2025, the Company entered into an exchange agreement with Streeterville, pursuant to which the Company issued 361,271 shares of common stock in exchange for 25 outstanding shares of Series M Preferred Stock held by Streeterville. Upon completion of the transaction, the exchanged preferred shares were cancelled and retired.

On December 9, 2025, the Company entered into an exchange agreement with Iliad, pursuant to which the Company issued 400,000 shares of common stock and a pre-funded common stock purchase warrant to purchase 1,304,545 shares of common stock (the “First Pre-Funded Warrant”) in exchange for 75 shares of Series M Preferred Stock.

On December 11, 2025, the Company entered into a second exchange agreement with Iliad, pursuant to which the Company issued 40,000 shares of common stock and a pre-funded common stock purchase warrant to purchase 304,827 shares of common stock (the “Second Pre-Funded Warrant”) in exchange for 16 shares of Series M Preferred Stock.

As of December 31, 2025, the Series M Preferred Stock had a liquidation preference of $25,000 per share. During the fourth quarter of 2025, the Company entered into multiple exchange agreements resulting in the retirement of 116 shares of Series M Preferred Stock. These exchanges were executed at Exchange Ratios ranging from 14,451-to-1 to 22,894-to-1, based on the applicable 5-day average Nasdaq closing prices ranging from $1.09 to $1.73 per share.

Each pre-funded warrant is exercisable immediately at an exercise price of $0.001 per share and may be exercised at any time until exercised in full. The warrants contain a beneficial ownership limitation of 9.99%.

Series N Preferred Stock

On September 9, 2025, the Company entered into PIPE Purchase Agreements with the Purchasers, pursuant to which the Company issued 951 of the newly authorized Series N Perpetual Preferred Stock for an aggregate purchase price of $2.4 million.

As of December 31, 2025, the Series N Preferred Stock had a liquidation preference of $2,500 per share. During the second half of December 2025, the Purchasers exchanged 941 shares of Series N Preferred Stock into 1,959,944 shares of common stock. This exchange was executed at Exchange Ratio of 2,083-to-1 based on the $1.20 exchange price per share.

Jaguar Health, Inc. 10-K