As filed with the Securities and Exchange Commission on ~~April~~July 615, ~~2020~~2026

Registration No. 333-

UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM S-1~~Washington, D.C. 20549

~~REGISTRATION~~FORM ~~STATEMENT~~S-1

~~UNDER~~REGISTRATION STATEMENT

~~THE~~UNDER ~~SECURITIES ACT OF 1933~~

~~JAGUAR~~THE SECURITIES ~~HEALTH, INC.~~ACT OF 1933

~~(Exact~~Jaguar ~~name~~Health, ofInc. ~~registrant as specified in its charter)~~

Delaware		46-2956775
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

(Exact Name of Registrant As Specified In Its Charter)

201 Mission Street, Suite 2375 San Francisco, California 94105 (415) 371-8300


Delaware	2834	46-2956775
(State Or Other Jurisdiction Of Incorporation Or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

~~(Address, Including~~200 ~~Zip~~Pine ~~Code,~~Street ~~and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)~~

~~Lisa A. Conte Chief Executive Officer and President Jaguar Health, Inc. 201 Mission Street,~~ Suite ~~2375~~ ~~San~~400 ~~Francisco, California 94105~~

~~(415)~~San ~~371-8300~~Francisco, California 94104

(~~Name,~~415) ~~Address, Including~~371-8300 ~~Zip Code, and Telephone Number, Including Area Code, of Agent for Service)~~

~~Copies~~(Address, ofIncluding ~~all~~Zip ~~correspondence~~Code, ~~to:~~And Telephone Number, Including Area Code, Of Registrant’s Principal Executive Offices)

~~Donald~~Lisa CA. ~~Reinke, Esq. Reed~~Conte ~~Smith LLP 1510 Page Mill Road, Suite 110~~

~~Palo~~Chief Executive ~~Alto,~~Officer ~~California~~and ~~94304~~President

~~(650)~~200 ~~352-0500~~Pine Street

~~Approximate~~Suite ~~date~~400 ~~of commencement of proposed sale of the securities to the public: From time to time after the effective date of this registration statement.~~

IfSan ~~any~~Francisco, California of94104 ~~the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x~~

~~If this Form is filed to register additional securities for an offering pursuant to Rule 462~~(b415) ~~under~~ ~~the~~371-8300 ~~Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(~~c) under~~Name, ~~the Securities Act~~Address, ~~check~~Including ~~the~~Zip ~~following~~Code, ~~box~~And ~~and~~Telephone ~~list~~Number, ~~the~~Including ~~Securities~~Area ~~Act~~Code, ~~registration~~Of ~~statement~~Agent ~~number of the earlier effective registration statement~~ for ~~the~~Service) ~~same offering. o~~

IfCOPIES ~~this~~TO: Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

IfMichael S. ~~this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act~~Lee, ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~Esq. o

~~Indicate~~Donald ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company~~C. ~~See the definitions of “large accelerated filer~~Reinke,” ~~“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act~~Esq.

~~Large~~Reed ~~accelerated~~Smith ~~filer~~LLP ~~o Accelerated filero Non-accelerated filer x Smaller reporting company x Emerging growth company x~~

If1841 anPage Mill ~~emerging growth company~~Road, ~~indicate~~Suite by110 check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

~~CALCULATION~~Palo OFAlto, ~~REGISTRATION~~CA ~~FEE~~94304

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock, par value $0.0001 per share	4,587,155	$	0.436	$	1,999,999.58	$	259.60
Common Stock, par value $0.0001 per share, issuable upon conversion of Series B-2 Convertible Preferred Stock	1,431,460	$	0.81	$	1,159,482.60	$	150.50
Total	6,018,615			$	3,159,482.18	$	410.10

(650) 352-0500

~~(1) Pursuant~~Approximate todate ~~Rule 416(a) under~~of ~~the~~commencement ~~Securities Act~~ of ~~1933,~~proposed assale ~~amended, this registration statement shall be deemed~~ to ~~cover~~the ~~additional~~public: ~~securities that may be offered or issued to prevent dilution resulting from splits, dividends or similar transactions.~~

~~(2) Calculated~~As ~~pursuant~~soon toas ~~Rule 457(a) based~~practicable onafter athis ~~proposed~~Registration ~~maximum~~Statement ~~aggregate~~becomes ~~offering price~~effective.

~~The~~If ~~Registrant~~any ~~hereby~~of ~~amends~~the ~~this~~securities ~~Registration~~being ~~Statement~~registered on ~~such~~this ~~date~~Form orare ~~dates~~to ~~as may~~ be ~~necessary~~offered toon ~~delay its effective date until the Registrant shall file~~ a ~~further~~delayed ~~amendment~~or ~~which~~continuous ~~specifically~~basis ~~states~~pursuant ~~that~~to ~~this~~Rule ~~Registration~~415 ~~Statement~~under ~~shall thereafter become effective in accordance with Section 8(a) of~~ the Securities Act of 1933, orcheck ~~until~~ the ~~Registration~~following ~~Statement~~box: ☒ ~~shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.~~

~~Table~~If this Form is used to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of ~~Contents~~the earlier effective registration statement for the same offering. ☐

~~The~~If ~~information in~~ this ~~prospectus~~Form is ~~not~~a ~~complete~~post-effective ~~and~~amendment ~~may~~filed bepursuant ~~changed.~~to ~~The~~Rule ~~Selling~~462(c) ~~Stockholder~~under ~~may~~the ~~not~~Securities ~~sell~~Act, ~~these~~check ~~securities until~~ the ~~registration~~following ~~statement~~box ~~filed~~and ~~with~~list the Securities ~~and~~Act registration ~~Exchange~~statement ~~Commission~~number isof ~~effective.~~the ~~This~~earlier ~~prospectus~~effective isregistration ~~not~~statement anfor ~~offer to sell these securities and it is not soliciting an offer to buy these securities in any state where~~ the ~~offer,~~same ~~solicitation or sale is not permitted~~offering. ☐

~~PRELIMINARY~~If ~~PROSPECTUS,~~this ~~SUBJECT~~Form TOis ~~COMPLETION,~~a ~~DATED~~post-effective amendment ~~APRIL~~filed 6pursuant to Rule 462(d) under the Securities Act, ~~2020~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~JAGUAR~~Indicate ~~HEALTH~~by check mark whether the registrant is a large accelerated filer, ~~INC~~ an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

UpLarge toaccelerated ~~6,018,615~~filer ~~Shares~~☐ ofAccelerated ~~Common~~filer ~~Stock~~☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

~~Pursuant~~If toan ~~this~~emerging ~~prospectus,~~growth ~~Oasis Capital~~company, ~~LLC~~indicate ~~(referred~~by tocheck ~~herein~~mark asif the ~~“Oasis~~registrant ~~Capital”~~has orelected ~~the~~not ~~“Selling Stockholder”) is offering on a resale basis from time~~ to ~~time~~use ~~an aggregate of up to 6,018,615 shares of voting common stock, par value $0.0001 per share (~~the ~~“Common~~extended ~~Stock),~~transition ofperiod for ~~Jaguar~~complying ~~Health, Inc.~~with ~~(“Jaguar,”~~any ~~“we,”~~new ~~“our”~~ or ~~the~~revised ~~“Company”),~~financial aaccounting ~~Delaware~~standards ~~corporation.~~provided Ofpursuant ~~these~~to ~~shares,~~ Section 7(ia) ~~1,431,460 shares of Common Stock are issuable upon conversion of the Company’s Series B-2 Preferred Stock~~ (~~“Series B-~~2 ~~Preferred”~~) ~~and~~ (iiB) ~~4,587,155~~ ~~shares~~ of ~~Common Stock are purchasable by Oasis Capital pursuant to~~ the ~~terms~~Securities ~~and conditions of an Equity Purchase Agreement that we entered into with Oasis Capital on March 24, 2020 (the “Equity Purchase Agreement”)~~Act. ☐ Subject to the terms and conditions of the Equity Purchase Agreement, we have the right to “put”,” or sell, at our discretion, up to $2,000,000 worth of shares of Common Stock to Oasis Capital. This arrangement is also sometimes referred to herein as the “Equity Line” or the “Oasis Equity Line.” Furthermore, Oasis Capital seeks to register 1,431,460 shares of Common Stock that are issuable upon conversion of the Company’s Series B-2 Preferred Stock.

WeThe ~~are~~registrant ~~not~~hereby ~~selling~~amends ~~any~~this ~~shares~~registration ofstatement ~~Common~~on ~~Stock~~such ~~under~~date ~~this~~or ~~prospectus~~date(s) ~~and~~as ~~will~~may ~~not~~be ~~receive~~necessary ~~any~~to ofdelay ~~the~~its ~~proceeds~~effective ~~from~~date until the ~~sale~~registrant shall byfile ~~Oasis~~a ~~Capital~~further ofamendment ~~the~~which ~~Common~~specifically ~~Stock.~~states ~~However,~~that wethis ~~may~~registration ~~receive~~statement upshall tothereafter anbecome ~~aggregate~~effective in accordance with Section 8(a) of $2the ~~million~~Securities inAct ~~proceeds~~of ~~from~~1933, or until the ~~sale~~registration ofstatement ~~our~~shall ~~Common~~become effective ~~Stock~~on tosuch ~~Oasis~~date ~~Capital~~as the U.S. Securities and Exchange Commission acting pursuant to ~~the~~said ~~Equity~~Section 8(a) ~~Line~~may determine.

OasisTable Capital or its pledgees, assignees or successors in interest may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how Oasis Capital may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 16. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this prospectus will be borne by Oasis Capital. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission.Contents

The ~~Common~~information ~~Stock~~in this preliminary prospectus is ~~listed~~not oncomplete and may be changed. The Selling Stockholders may not resell these securities until the ~~Nasdaq~~registration ~~Capital~~statement ~~Market,~~filed ~~under~~with the ~~symbol~~Securities ~~“JAGX~~and Exchange Commission is effective.” OnThis ~~April 1,~~preliminary ~~2020~~prospectus is not an offer to sell these securities, ~~the~~nor ~~last~~is ~~reported~~it ~~sale~~a ~~price~~solicitation of ~~the~~offers ~~Common~~to ~~Stock~~buy onthese ~~the~~securities, ~~NASDAQ~~in ~~Capital~~any state ~~Market~~where ~~was~~the ~~$0.496~~offer ~~per~~or ~~share~~sale is not permitted.

~~Investing~~PRELIMINARY inPROSPECTUS ~~our~~SUBJECT ~~common~~TO ~~stock~~COMPLETION ~~involves~~DATED aJULY ~~high degree of risk. Before deciding whether to invest in our securities~~15, ~~you should consider carefully the risks that we have described on page 8 of this prospectus under the caption “Risk Factors” and in the documents incorporated by reference into this prospectus.~~2026

LOGO

~~Neither~~Resale ~~the Securities and Exchange Commission nor any state securities commission has approved or disapproved~~ of ~~these~~up ~~securities or determined if this prospectus is truthful or complete. Any representation~~ to ~~the~~5,522,551 ~~contrary~~Shares isof aCommon ~~criminal~~Stock ~~offense.~~

This prospectus relates to the potential resale from time to time of up to 5,522,551 shares of voting common stock, par value $0.0001 per share, of Jaguar Health, Inc. (the “Company,” “we,” “our” or “us”) by the selling stockholders identified herein (the “Selling Stockholders”). The ~~date~~shares of ~~this~~common stock to which this prospectus isrelates ~~April~~ consist of shares that have been or may be issued by us to the Selling Stockholders pursuant to a securities purchase agreement, ~~2020~~dated as of June 9, 2026 by and between us and the Selling Stockholders (the “Preferred Stock Purchase Agreement”). Such shares of our common stock include (i) up to 4,395,605 shares of common stock (the “Redemption Shares”) that are issuable upon redemption of the shares of Series P Non-Convertible Preferred Stock (the “Series P Preferred Stock”), which we sold and issued to the Selling Stockholders pursuant to the Preferred Stock Purchase Agreements, assuming a redemption price equal to the Floor Price (as defined in the Certificate of Designation of Preferences, Rights and Limitations of Series P Non-Convertible Preferred Stock (the “Certificate of Designation”)), or upon exercise of the pre-funded warrants to purchase common stock which the Company may issue in lieu of the Redemption Shares in accordance with the terms of the Certificate of Designation, (ii) up to 72,000 shares of common stock (the “Commencement Shares”) that are issuable upon exercise of the pre-funded warrants to purchase common stock (the “Commencement Pre-Funded Warrants”), which have been issued by the Company to the Selling Stockholders as consideration for the Selling Stockholders’ execution and delivery of the Preferred Stock Purchase Agreement, and (iii) up to 1,054,946 shares of common stock (the “Dividend Shares”) that are issuable as dividends to the holders of the outstanding shares of Series P Preferred Stock at a rate of 8% per annum on the stated value of the Series P Preferred Stock over an assumed term of three years and assuming that (x) the Company elects to issue payment of dividends solely in shares of common stock during such period and (y) the number of shares of common stock issued is calculated using the Floor Price.

~~Table~~Such registration does not mean that the Selling Stockholders will actually offer or sell any of these ~~Contents~~shares.

~~TABLE~~We OFare ~~CONTENTS~~not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our common stock by the Selling Stockholders.

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	8
SELECTED FINANCIAL DATA	9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
USE OF PROCEEDS	11
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT	12
DILUTION	14
SELLING STOCKHOLDER	15
PLAN OF DISTRIBUTION	16
DESCRIPTION OF CAPITAL STOCK	17
DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS, AND CONTROL PERSONS	21
EXECUTIVE COMPENSATION	27
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	34
PRINCIPAL ACCOUNT FEES AND SERVICES	37
DIVIDEND POLICY	39
LEGAL MATTERS	39
EXPERTS	39
WHERE YOU CAN FIND MORE INFORMATION	39
INCORPORATION OF INFORMATION BY REFERENCE	40

The Selling Stockholders may offer, sell or distribute all or a portion of the shares of our common stock acquired under the Preferred Stock Purchase Agreement and pursuant to the Certificate of Designation, and hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to its sale of shares of our common stock. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus. Each Selling Stockholder is an underwriter under the Securities Act of 1933, as amended (“Securities Act”) with respect to the resale of shares held by it.

WeYou ~~have~~should ~~not,~~read ~~and the Selling Stockholder have not, authorized anyone to provide you with information other than that contained or incorporated by reference in~~ this prospectus and any ~~applicable~~ prospectus supplement or amendment~~. We have not~~, ~~and~~together ~~the Selling Stockholder has not, authorized any person to provide you~~ with ~~different~~additional information. ~~This~~described ~~prospectus~~under isthe ~~not~~headings “Where anYou ~~offer~~Can toFind ~~sell,~~More ~~nor is it an offer to buy~~Information”, ~~these~~carefully ~~securities~~before inyou ~~any~~invest ~~jurisdiction where the offer is not permitted. The information contained or incorporated by reference~~ in ~~this~~our ~~prospectus and any applicable prospectus supplement or amendment is accurate only as of its date~~securities. ~~Our business, financial condition, results of operations, and prospects may have changed since that date.~~

iOur common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “JAGX.” On July 14, 2026, the last reported sales price of our common stock on Nasdaq was $2.17 per share.

~~Table~~Investing in our securities involves a high degree of ~~Contents~~risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 13 of this prospectus, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.

~~ABOUT~~NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

~~This~~The prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the Selling Stockholder named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date ~~subsequent to the date set forth on the front cover~~ of this prospectus ~~or that any information we have incorporated by reference~~ is ~~correct on any date subsequent to the date of the document incorporated by reference~~ , ~~even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date~~2026. It is important for you to read and consider all information contained in this prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find More Information” and “Incorporation of Information by Reference” in this prospectus.

NeitherTable we nor the Selling Stockholder have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.Contents

WeTABLE ~~further~~OF ~~note~~CONTENTS that the representations, warranties and covenants made in any agreement that is filed as an exhibit to any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless the context otherwise requires, references in this prospectus to “Jaguar,” the “Company,” “we,” “us,” and “our” refer to Jaguar Health, Inc.


ABOUT THIS PROSPECTUS			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			2
PROSPECTUS SUMMARY			3
THE OFFERING			11
RISK FACTORS			13
THE COMMITTED EQUITY FINANCING			16
USE OF PROCEEDS			19
DIVIDEND POLICY			20
THE SELLING STOCKHOLDERS			21
PLAN OF DISTRIBUTION			24
DESCRIPTION OF CAPITAL STOCK			26
LEGAL MATTERS			31
EXPERTS			32
WHERE YOU CAN FIND MORE INFORMATION			33
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			34

1Table of Contents

~~Table~~ABOUT ofTHIS ~~Contents~~PROSPECTUS

~~PROSPECTUS~~This ~~SUMMARY~~prospectus is part of a registration statement that we have filed with the SEC pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

~~The~~Neither ~~following~~we isnor athe ~~summary~~Selling ofStockholders ~~what~~have weauthorized ~~believe~~any dealer, salesman or other person to begive ~~the~~any ~~most~~information ~~important~~or ~~aspects~~to ofmake ~~our~~any representation ~~business~~other ~~and~~than ~~the~~those ~~offering~~contained ofor ~~our~~incorporated ~~securities~~by ~~under~~reference in this prospectus. WeYou ~~urge~~must ~~you~~not torely ~~read~~upon any information or representation not contained or incorporated by reference in this ~~entire~~prospectus. This prospectus, ~~including~~does not constitute an offer to sell or the ~~more~~solicitation ~~detailed~~of ~~financial~~an ~~statements~~offer to buy any of our securities other than the securities covered hereby, ~~notes~~nor does this prospectus constitute an offer to sell or the ~~financial~~solicitation ~~statements~~of ~~and~~an ~~other~~offer ~~information~~to ~~incorporated~~buy byany ~~reference~~securities ~~from~~in ~~our~~any ~~other~~jurisdiction ~~filings~~to any ~~with~~person ~~the~~to ~~SEC~~whom it is unlawful to make such offer or solicitation in such jurisdiction. ~~Each~~Persons who come into possession of ~~the~~this ~~risk~~prospectus ~~factors~~in ~~could~~jurisdictions ~~adversely~~outside ~~affect~~the ~~our~~United ~~business,~~States ~~operating~~are ~~results~~required to inform themselves about, and ~~financial~~to ~~condition~~observe, any restrictions as ~~well~~to asthe ~~adversely~~offering ~~affect~~and the ~~value~~distribution of anthis ~~investment~~prospectus inapplicable ~~our~~to ~~securities~~those jurisdictions.

~~Overview~~We further note that the representations, warranties and covenants made in any agreement that is filed as an exhibit to any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

WeThe ~~are~~information ain ~~commercial~~this ~~stage~~prospectus ~~pharmaceutical~~is ~~company~~accurate ~~focused~~as onof ~~developing~~the ~~novel,~~date ~~sustainably derived gastrointestinal products~~ on athe ~~global~~front ~~basis~~cover. ~~Our~~Information ~~wholly-owned~~incorporated ~~subsidiary,~~by ~~Napo~~reference ~~Pharmaceuticals, Inc.~~into ~~(“Napo”),~~this ~~focuses~~prospectus is onaccurate ~~developing~~as ~~and~~of ~~commercializing~~the ~~proprietary~~date ~~human~~of ~~gastrointestinal pharmaceuticals for~~ the ~~global~~document ~~marketplace~~ from ~~plants~~which ~~used~~the ~~traditionally~~information inis ~~rainforest areas~~incorporated. ~~Our~~You ~~Mytesi~~should ~~(crofelemer)~~not ~~product~~assume isthat ~~a first-in-class anti-secretory agent, approved by~~ the ~~U.S.~~information ~~Food~~contained ~~and~~in ~~Drug~~this ~~Administration~~prospectus ~~(“FDA”)~~is ~~for~~accurate ~~the~~as ~~symptomatic relief~~ of ~~noninfectious~~any ~~diarrhea~~other ~~in adults with HIV/AIDS on antiretroviral therapy~~date.

~~Jaguar~~Unless ~~was~~the ~~founded~~context inotherwise ~~San Francisco~~indicates, ~~California~~when asused ain ~~Delaware~~this ~~corporation on June 6~~report, ~~2013.~~the ~~Napo~~terms ~~formed~~the ~~Jaguar to develop and commercialize animal health products. Effective as of December 31~~“Company,” ~~2013,~~ “Jaguar ~~was a wholly-owned subsidiary of Napo~~,” ~~and~~“we, ~~until May 13~~” “us, ~~2015,~~“our” ~~Jaguar was a majority-owned subsidiary of Napo. On July 31, 2017, the merger of Jaguar Animal Health, Inc.~~ and ~~Napo~~similar ~~became~~terms ~~effective,~~refer ~~at which point Jaguar Animal Health’s name changed~~ to Jaguar Health, Inc. ~~and Napo began operating as a wholly-owned subsidiary of Jaguar focused on human health and the ongoing commercialization of~~, and development of follow-on indications for Mytesi. Most of the activities of the Company are now focused on the commercialization of Mytesi and development of follow-on indications for crofelemer and a ~~second-generation~~Delaware ~~anti-secretory product, lechlemer~~corporation. In the field of animal health, we have limited activities which are focused on developing and commercializing first-in-class gastrointestinal products for dogs, dairy calves, foals, and high value horses.

We1 believe Jaguar is poised to realize a number of synergistic, value adding benefits—and an expanded pipeline of potential blockbuster human follow-on indications of crofelemer, and a second- generation anti-secretory agent—upon which to build global partnerships. As previously announced, Jaguar, through Napo, now holds extensive global rights for Mytesi, and crofelemer manufacturing is being conducted at two FDA-inspected and approved locations, including a recently developed, multimillion-dollar commercial manufacturing facility. Additionally, several of the drug product candidates in Jaguar’s Mytesi pipeline are backed by strong Phase 2 evidence from completed Phase 2 trials.

MytesiTable is a novel, first-in-class anti-secretory agent which has a basic normalizing effect locally on the gut, and this mechanism of action has the potential to benefit multiple gastrointestinal disorders. Mytesi is in development for multiple possible follow-on indications, including cancer therapy-related diarrhea (CTD); orphan-drug indications for infants and children with congenital diarrheal disorders (CDDs) and short bowel syndrome (SBS); supportive care for inflammatory bowel disease (IBD); irritable bowel syndrome (IBS); and for idiopathic/functional diarrhea. In addition, a second-generation proprietary anti-secretory agent, lechlemer, is in development for cholera. Mytesi has received orphan-drug designation for SBS.Contents

2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

~~Table~~This ofprospectus ~~Contents~~includes forward-looking statements including, but not limited to, statements regarding our liquidity, anticipated capital expenditures, and expected sales to the Selling Stockholders.

~~Description~~All statements other than statements of ~~the~~historical ~~Oasis~~facts ~~Equity~~contained in ~~Line~~this prospectus, including statements regarding our future financial position, liquidity, business strategy and ~~Issuance~~plans and objectives of ~~Series B~~management for future operations, are forward-2looking ~~Preferred~~statements. ~~Stock~~The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus and in our filings with the SEC.

~~Description~~We expressly ofdisclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect events or circumstances after the ~~Oasis~~date ~~Equity~~on ~~Line~~which such statements were made or to reflect the occurrence of unanticipated events, except as may be required by applicable securities laws.

On March 24, 2020, the Company entered into the Equity Purchase Agreement with Oasis Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Oasis Capital is committed to purchase up to an aggregate of $2.0 million of shares of Common Stock over the 36-month term of the Equity Purchase Agreement. Concurrently with entering into the Equity Purchase Agreement, the Company also entered into a registration rights agreement with Oasis Capital (the “Registration Rights Agreement”), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act, registering the resale of the shares of Common Stock that may be issued to Oasis Capital under the Equity Purchase Agreement.

TheTable purpose of the equity line is to provide the Company with proceeds as may be necessary for working capital and general corporate purposes, including the additional purchase of API and drug product to address potential impact of coronavirus pandemic.Contents

~~Under~~PROSPECTUS ~~the~~SUMMARY Equity Purchase Agreement, after the SEC has declared effective the registration statement referred to above, on any trading day selected by the Company (such date, the “Put Date), the Company has the right, in its sole discretion, to present Oasis Capital with a purchase notice (each, a “Put Notice”), directing Oasis Capital (as principal) to purchase up to the lesser of (i) 200,000 shares of Common Stock or (ii) 20% of the average trading volume of Common Stock in the 10 trading days immediately preceding the date of such Put Notice, at a per share price (the “Purchase Price”) equal to $0.436 (each, an “Option 1 Put”), provided that the aggregate amount of all Option 1 Puts and Option 2 Puts (as defined below) does not exceed $2.0 million.

InThis ~~addition,~~summary onhighlights ~~any~~information ~~date~~contained onelsewhere ~~which Oasis Capital receives shares of Common Stock~~ in ~~connection~~this ~~with~~prospectus aor ~~Put~~incorporated ~~Notice~~by ~~(the~~reference. ~~“Clearing~~It ~~Date”),~~may ~~the~~not ~~Company~~contain ~~also~~all ~~has the right, in its sole discretion, to present Oasis Capital with a Put Notice (each, an “Option 2 Put”) directing Oasis Capital to purchase an amount~~ of ~~Common Stock equal to~~ the information ~~lesser of (i) such amount~~ that ~~equals~~you ~~10%~~should ofconsider ~~the~~before ~~daily~~investing ~~trading~~in ~~volume~~our ofsecurities. ~~the~~You ~~Common~~should ~~Stock~~read onthis ~~the~~entire ~~date~~prospectus ~~of such Put Notice and (ii) $200~~carefully,~~000,~~ ~~provided~~including ~~that~~ the ~~aggregate~~“Risk ~~amount~~Factors” ~~of the Option 1 Put and Option 2 Put on any Put Date or Clearing Date does not exceed $500~~section,~~000~~ and the ~~aggregate~~financial ~~amount~~statements ~~of all Option 1 Puts~~ and ~~Option~~related 2notes ~~Puts~~included ~~does~~or ~~not~~incorporated ~~exceed~~by reference $2herein.0 ~~million.~~This ~~The~~prospectus ~~purchase~~includes ~~price~~forward-looking ~~per~~statements ~~share~~that ~~pursuant~~involve torisks ~~such~~and ~~Option 2 Put is equal to $0~~uncertainties.~~436.~~ ~~The~~See ~~Threshold~~“Cautionary ~~Price~~Statement ~~(defined~~Regarding ~~below) and the Purchase Price will be adjusted for any reorganization, recapitalization, non~~Forward-~~cash~~Looking ~~dividend, stock split, reverse stock split or other similar transaction occurring during the period(s) used to compute the Threshold Price or the Purchase Price~~Statements.”

~~The~~Corporate ~~Equity~~Overview Purchase Agreement provides that the Company and Oasis Capital shall not effect any sales under the Equity Purchase Agreement on any purchase date where the lowest traded price of the Common Stock on both such date and on the immediately preceding trading day is less than $0.5014 (the “Threshold Price”). The Company will control the timing and amount of sales of Common Stock to Oasis Capital; provided that the Company shall not deliver any Option 1 Put or Option 2 Put that would result in the Investor beneficially owning a number of shares of Common Stock in excess of 9.99% of the shares of Common Stock then outstanding or a violation of the rules of the Nasdaq Capital Market. Oasis Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as directed by the Company in accordance with the Equity Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, rights of first refusal, or participation rights in the Equity Purchase Agreement. In consideration for entering into the Equity Purchase Agreement, the Company agreed to issue Oasis Capital 68,807 shares of Common Stock, subject to the Company’s receipt of approval by the Company’s stockholders (the “Commitment Shares”) which are not registered hereunder. The Equity Purchase Agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Oasis Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of Common Stock during any time prior to the termination of the Equity Purchase Agreement.

3Jaguar, in conjunction with Jaguar family company Napo Pharmaceuticals, Inc. (“Napo”), develops novel proprietary prescription drugs sustainably derived from plants for people with complicated gastrointestinal (“GI”) disease states. Jaguar family companies Napo and Napo Therapeutics, S.p.A., an Italian corporation Jaguar established in Milan, Italy in 2021, are focused on expanding global crofelemer access and are developing new therapies for orphan and rare GI conditions. Jaguar Animal Health is a Jaguar tradename. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp., is focused on developing novel prescription medicines derived from plants for weight gain prevention and mental health indications. Jaguar Animal Health is a tradename the Company uses in the animal health space. In the animal health field, the Company focuses on developing and commercializing non-prescription GI products for companion and production animals.

~~Table~~Jaguar was founded in San Francisco, California, as a Delaware corporation on June 6, 2013 (“inception”). The Company was a majority-owned subsidiary of ~~Contents~~Napo until the close of the Company’s initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class prescription and non-prescription products for companion animals. On July 31, 2017, Jaguar completed a merger with Napo pursuant to the Agreement and Plan of Merger dated March 31, 2017, by and among Jaguar, Napo, Napo Acquisition Corporation (“Merger Sub”), and Napo’s representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, upon the completion of the merger, Merger Sub merged with and into Napo, with Napo surviving as the wholly owned subsidiary (the “Merger” or “Napo Merger”). Immediately following the Merger, Jaguar changed its name from “Jaguar Animal Health, Inc.” to “Jaguar Health, Inc.” Napo now operates as a wholly owned subsidiary of Jaguar focused on human health, including the ongoing development of crofelemer and commercialization of Mytesi.

~~Private~~Napo’s ~~Placement~~crofelemer 125 mg delayed-release tablets (Mytesi) is an FDA-approved prescription drug for the symptomatic relief of ~~Shares~~noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. In January 2026, following Napo’s entry into a US licensing agreement with an affiliate of ~~Series~~privately held Future Pak, LLC (“Future Pak”), Future Pak became the exclusive marketer for Mytesi as well as the tablet formulation for animal health, Canalevia-CA1, which is Jaguar’s crofelemer prescription drug for the treatment of chemotherapy-induced diarrhea in dogs. Jaguar was provided with $16.0 Bmillion of non-dilutive capital in January 2026 upon closing of the agreement with Future Pak, with an additional $2.0 million ~~Preferred~~due ~~Stock~~to ~~Issuance~~Jaguar upon completion of post-closing conditions. Per the terms of the agreement, Jaguar also has the opportunity to receive up to $20 million in milestone payments and other future payments. Jaguar will continue to manufacture crofelemer for Mytesi and Canalevia-CA1 for Future Pak. Mytesi and Canalevia-CA1 are both delayed-release tablet formulations of crofelemer.

OnIn ~~November 13,~~May ~~2019~~2025, ~~the~~ ~~Company~~Napo ~~entered~~conducted ~~into~~ a ~~securities~~Type ~~purchase~~C ~~agreement~~Meeting ~~(the “Warrant Purchase Agreement” and collectively~~ with the ~~Equity~~Division ~~Purchase~~of ~~Agreement,~~Gastroenterology at the ~~“Purchase~~FDA ~~Agreements”) with Oasis Capital pursuant~~ to ~~which~~discuss the ~~Company~~responder ~~issued~~analysis ~~and~~results ~~sold,~~of crofelemer in athe ~~registered~~cohort ~~public~~of ~~offering~~breast bycancer ~~the~~patients ~~Company~~receiving ~~directly~~targeted totherapies ~~Oasis~~with ~~Capital,~~or ~~pre-funded~~without ~~warrants~~cytotoxic tochemotherapy ~~purchase~~for upprophylaxis toof ~~2,222,223~~diarrhea ~~shares~~from (the ~~“Pre-Funded~~company’s ~~Warrant~~pivotal ~~Shares”)~~OnTarget ofPhase ~~Common~~3 ~~Stock~~clinical attrial. anOnTarget ~~offering~~was ~~price~~a of24-week ~~$0.80 per share~~ (~~the~~two ~~“Pre~~12-~~Funded~~week ~~Warrants”~~stages), ~~which~~randomized, ~~when added together with the exercise price of $0.01 per share~~multicenter, ~~equals the Minimum Price as defined under Nasdaq Listing Rule 5635(d).~~

On3 December 23, 2019, the Company filed the Series B-2 Certificate of Designation with the Secretary of State of the State of Delaware creating a new series of authorized preferred stock of the Company, designated as the “Series B-2 Convertible Preferred Stock.” The Series B-2 Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing. The shares of Series B-2 Convertible Preferred Stock (the “Series B-2 Preferred Stock”) rank on par with the shares of the Common Stock, in each case, as to dividend rights and distributions of assets upon liquidation, dissolution or winding up of the Company.

WithTable certain exceptions, as described in the Series B-2 Certificate of Designation, the shares of Series B-2 Preferred Stock have no voting rights. However, as long as any shares of Series B-2 Preferred Stock remain outstanding, the Series B-2 Certificate of Designation provides that the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series B-2 Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B-2 Preferred Stock or alter or amend the Series B-2 Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing.Contents

~~Each~~ placebo-controlled, ~~share of Series B~~double-2blind ~~Preferred~~global ~~Stock~~study isto ~~convertible~~evaluate ~~at any time at~~ the ~~holder’s~~safety ~~option~~and ~~into~~efficacy ~~190 shares~~ of ~~Common~~crofelemer ~~Stock,~~in ~~which~~diarrhea ~~conversion~~prophylaxis ~~ratio~~in ~~will~~adult besolid ~~subject~~tumor topatients ~~adjustment~~receiving ~~for~~targeted ~~stock~~therapies ~~splits,~~with ~~stock~~or ~~dividends,~~without standard ~~distributions,~~chemotherapy. ~~subdivisions~~As ~~and~~previously ~~combinations~~announced, ~~and other similar transactions as specified in~~ the ~~Series B-2~~top ~~Certificate~~line ofresults ~~Designation.~~from ~~Notwithstanding~~ the ~~foregoing,~~OnTarget ~~the~~study ~~Series B-2~~showed ~~Certificate of Designation further provides~~ that the ~~Company~~trial ~~shall~~did not ~~effect~~meet ~~any~~its ~~conversion~~primary ofendpoint for the ~~shares~~prespecified analysis of ~~Series B-2~~all ~~Preferred~~tumor ~~Stock,~~types ~~with~~and ~~certain~~all ~~exceptions,~~targeted totherapies. ~~the~~As ~~extent that~~previously announced, ~~after~~in ~~giving effect to an attempted conversion,~~ the ~~holder~~prespecified ofsubgroup ~~shares~~ of ~~Series B-2~~patients ~~Preferred Stock (together~~ with ~~such~~breast ~~holder’s~~cancer, ~~affiliates~~crofelemer ~~and~~showed ~~any~~statistically ~~persons~~significant ~~acting~~improvement ~~as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of Common Stock~~ in ~~excess of 9.99% of~~ the ~~shares~~monthly ofresponder ~~Common Stock then outstanding~~analysis. AtBreast ~~the~~cancer ~~holder’s~~patients ~~option,~~represent ~~upon~~one ~~notice~~of to the ~~Company,~~largest ~~the~~group ~~holder may increase or decrease this beneficial ownership limitation not to exceed 9.99%~~ of ~~the~~adult ~~shares~~patients ofwith ~~Common~~solid tumors ~~Stock~~with ~~then~~patients ~~outstanding,~~often ~~with~~remaining ~~any~~on ~~such~~targeted ~~increase~~therapy ~~becoming~~over ~~effective~~prolonged ~~upon~~periods 61in ~~days’~~both ~~prior~~adjuvant ~~notice~~and tometastatic ~~the Company~~settings.

OnThe ~~December 23,~~results ~~2019~~in the cohort of patients with breast cancer are based on responder analysis, ~~the~~as ~~Company~~was ~~entered~~also ~~into~~the anprimary ~~exchange~~endpoint ~~agreement~~in (the ~~“Exchange~~pivotal ~~Agreement”)~~Phase ~~with~~3 ~~Oasis~~ADVENT ~~Capital,~~trial ~~pursuant~~that led to ~~which~~FDA ~~Oasis~~approval ~~Capital~~of ~~exchanged~~crofelemer ~~the~~for ~~remaining~~its ~~Pre-Funded~~currently ~~Warrants~~commercialized ~~exercisable~~indication, ~~for~~under 1the brand name Mytesi,~~236,223~~ ~~shares~~for the symptomatic relief of ~~Common~~noninfectious ~~Stock~~diarrhea ~~and~~in ~~695,127~~adults ~~Pre-Funded~~with ~~Warrant~~HIV/AIDS ~~Shares~~on ~~currently~~antiretroviral ~~held~~therapy. byPatients ~~Oasis~~with ~~(collectively,~~breast cancer accounted for 183 of the ~~“Exchange~~287 ~~Securities”)~~participants ~~for~~in 10the OnTarget clinical trial,~~165~~ ~~shares~~and (the ~~“Series B-2~~results ~~Preferred~~of ~~Shares”)~~responder analysis for patients with breast cancer were the subject of a poster presentation at the ~~Company’s~~Multinational ~~newly~~Association ~~authorized~~of ~~Series B-2~~Supportive ~~Convertible~~Care ~~Preferred~~in ~~Stock~~Cancer (~~the~~MASCC) ~~“Exchange~~in ~~Transaction”)~~Seattle in June 2025. No ~~additional~~A ~~shares~~greater proportion of ~~Common~~patients ~~Stock~~with ~~were~~breast ~~issued~~cancer randomized to ~~Oasis~~the crofelemer ~~Capital~~arm inwere ~~the~~monthly ~~Exchange~~responders ~~Transaction,~~for ~~and~~ the ~~number~~entire of3-month ~~shares~~period of ~~Common Stock underlying~~ the ~~Exchange~~OnTarget ~~Securities~~study. isThis ~~equal~~research tounderscores the ~~number~~potential of ~~shares~~crofelemer for prophylaxis of ~~Common~~cancer ~~Stock~~therapy-related ~~underlying~~diarrhea ~~the~~(CTD) ~~Series B-2~~in adult ~~Preferred~~patients ~~Shares~~with breast cancer receiving targeted therapies with or without chemotherapy.

InAs ~~connection~~previously announced, it has been reported that patients with ~~the~~cancer-related ~~Exchange~~diarrhea ~~Agreement,~~(“CRD”) ~~the~~were ~~Company~~40% ~~and~~more ~~Oasis~~likely ~~entered~~to ~~into~~discontinue achemotherapy ~~lock-up~~or ~~agreement,~~targeted ~~pursuant~~therapy than patients without CRD. The persistence of index cancer therapy and the time to ~~which~~switch ~~Oasis~~were ~~agreed,~~also ~~subject~~lower for patients with CRD. Strategies to ~~certain~~control ~~exceptions~~CRD and continue cancer therapy are urgently needed. Furthermore, ~~not~~it tohas ~~lend~~been reported that patients with CRD used significantly more resources, ~~offer~~including outpatient services, ~~pledge~~emergency room visits, ~~sell~~and hospitalizations. orEffective ~~otherwise~~prevention ~~transfer~~of CRD provides an untapped market opportunity to reduce the ~~Series~~overall ~~B-2~~cost ~~Preferred~~of ~~Shares~~cancer ~~(or~~care. ~~any~~Findings ~~shares~~from ~~into~~studies ~~which~~have ~~the~~indicated ~~Series~~that B-patients with CRD had nearly 2.9 ~~Preferred~~times ~~Shares~~higher all-cause ~~are~~total ~~exchanged~~cost orof ~~converted)~~care orthan ~~publicly~~patients ~~disclose~~without ~~the~~CRD ~~intention~~after toadjusting dofor socovariates. Thus, ~~during~~prophylaxis ~~the~~of ~~six~~CRD ~~months~~is ~~immediately~~expected ~~following~~to ~~the~~result ~~closing~~in ofa ~~the~~significant ~~Exchange~~reduction ~~Transaction~~in cancer treatment costs.

OnDuring ~~January~~Napo’s ~~22,~~Type ~~2020,~~C Meeting in May 2025 with the ~~Company~~Division ~~and~~of ~~Oasis~~Gastroenterology ~~entered~~of ~~into~~the FDA to discuss these statistically significant responder analysis results for adult patients with breast cancer in the ~~First~~OnTarget ~~Amendment~~trial. toNapo proposed two concurrent potential approaches during the ~~Exchange~~meeting ~~Agreement~~for (potentially making crofelemer available to metastatic breast cancer patients with the significant ~~“Amendment”~~unmet medical need of CTD: 1) proposed conduct of a pivotal treatment trial to ~~correct~~facilitate anapproval ~~inadvertent~~of ~~error~~crofelemer ~~regarding~~for ~~the~~CTD ~~restrictive~~in ~~legend~~patients ~~imprinted~~with onmetastatic ~~the~~breast ~~Series~~cancer; B-and 2) ~~Preferred~~the ~~Shares~~conduct ~~and~~of ~~clarify~~an ~~that~~expanded ~~that~~access ~~the~~program ~~Exchange~~for ~~Transaction~~treatment isof ~~intended~~breast cancer topatients with CTD who may not be ~~exempt~~eligible ~~from~~for ~~registration~~the planned phase 3 treatment trial, by ~~virtue~~including ofbreast ~~Section~~cancer ~~3(a)(9)~~patients ofin the ~~Securities~~adjuvant ~~Act~~and neoadjuvant settings. The FDA formally acknowledged both of ~~1933,~~these askey ~~amended~~discussion points in correspondence to Napo.

~~Recent~~Napo ~~Developments~~is developing a novel, highly concentrated lyophilized crofelemer powder for oral solution for its prioritized focus on intestinal failure (IF) for the treatment of the ultrarare pediatric disorder, microvillus inclusion disease (MVID), and short bowel syndrome with intestinal failure (SBS-IF). Crofelemer oral powder for solution formulation is a paradigm-shifting and first-in-class drug for the development of novel therapies for these serious unmet medical conditions. This lyophilized oral powder for solution is in advanced clinical development with near-term New Drug Application (NDA) opportunity for MVID and rapid time to market for this potentially breakthrough drug. The lyophilized crofelemer powder for solution has a unique IP position with a long period of exclusivity due to the botanical origin of the drug.

~~Reverse~~Intestinal ~~Stock~~failure ~~Split~~(IF) is a debilitating condition that often requires patients to receive life-sustaining fluids, electrolytes and ~~Decrease~~nutrients inthrough ~~Authorized~~intravenous ~~Shares~~administration, which consists of total parenteral nutrition (TPN)

On4 June 3, 2019, we filed an amendment to our Third Amended and Restated Certificate of Incorporation to effect on June 7, 2019, a 1-for-70 reverse split of our voting common stock. Accordingly, all of the stock figures and related market, conversion and exercise prices in this prospectus have been adjusted to reflect the reverse split.

NasdaqTable Complianceof Contents

On with ~~December 30,~~supplemental ~~2019~~intravenous fluids, ~~the~~which ~~Company~~together ~~received~~constitute aparenteral ~~letter~~support ~~from the~~(PS). ~~Listing~~Many ~~Qualifications~~intestinal ~~Staff~~failure ofpatients ~~The~~require ~~Nasdaq~~PS ~~Stock~~up ~~Market~~to ~~LLC~~7 ~~indicating~~days ~~that~~a ~~the~~week, ~~closing~~and ~~bid~~sometimes ~~price~~ for ~~the~~20 ~~Company’s~~hours ~~Common~~or ~~Stock~~more ~~for the last 30 consecutive business days was below the $1~~per day.00 ~~per~~While ~~share~~crucial ~~minimum required~~ for ~~continued~~IF ~~listing~~patients, ~~under~~PS ~~Nasdaq~~is ~~Listing~~associated ~~Rule 5550(a)(2).~~with ~~The~~significant ~~Company~~toxicities ~~has~~to ~~a 180 calendar day grace period~~patients, orsimilar ~~until~~to ~~June 29,~~some ~~2020,~~toxicities toassociated ~~regain compliance~~ with ~~the~~chemotherapy, ~~minimum~~often ~~bid~~causing ~~price~~serious ~~requirement.~~health ~~The~~problems ~~minimum~~including ~~bid~~infections, ~~price~~metabolic ~~requirement~~complications, ~~will~~and beliver ~~met~~and kidney iffunction ~~the~~problems. ~~Common~~These ~~Stock~~symptoms ~~has~~may aemerge ~~minimum closing bid price of~~ at ~~least~~any ~~$1.00~~time ~~per~~in ~~share~~intestinal ~~for~~failure apatients ~~minimum~~and ofoften 10become ~~consecutive business days during the 180 calendar day grace period~~life-threatening.

4MVID is an ultrarare, fatal pediatric disorder with around 200 patients in the US and EU combined. There are currently no approved therapies and only lifelong PS, making it one of the most serious unmet medical needs in pediatric patients due to the lethal natural history of the disease. Crofelemer’s unique physiological mechanism of modulating intestinal chloride ion secretion results in normalizing electrolyte and fluid balance in the gastrointestinal (GI) tract which reduces the need for electrolyte and fluid requirements through PS. Since MVID patients lack a brush border membrane, this physiological MOA addresses the pathophysiology of MVID, and represents a paradigm-shifting therapy for reduction of PS, which would potentially reduce TPN- and MVID-related comorbidities and improve clinical outcomes.

~~Table~~SBS-IF affects an estimated 12,000 patients in the US. SBS-IF patients without colon-incontinuityhave poor prognosis with significant comorbidities associated with life-sustaining PS and disease pathology. Despite availability of ~~Contents~~GLP-2 therapies, which require intestinal adaptation of 2-3 years following abdominal surgery in a subset of SBS-IF patients, PS remains the life-sustaining standard of care for these patients. Novel crofelemer powder for oral solution is a first-in-class paradigm-shifting therapy which does not require intestinal adaptation and can be initiated within 6-12 months after surgery upon stabilization of PS. Since it is not a growth hormone, it can be used in SBS-IF patients who have had abdominal surgery due to cancer, mesenteric etiologies, and inflammatory bowel conditions such as Crohn’s disease and colitis. Furthermore, crofelemer, due to its unique physiological MOA of modulating intestinal chloride ion secretion for maintaining electrolyte and fluid balance, can be used in combination with GLP-2 analogs as well as in patients who are either intolerant or for whom GLP-2 is contraindicated.

~~Resignation~~SBS affects approximately 10,000 to 20,000 people in the US, according to the Crohn’s & Colitis Foundation, and it is estimated that the population of ~~Directors~~SBS patients in Europe is approximately the same size, and the US population of SBS-IF patients was estimated at 12,000 patients in 2021 in a well-done epidemiology study. Despite limited treatment options, the global market for SBS was valued at approximately $1.64 billion in 2024 and is projected to reach approximately $8.0 billion by 2033, according to a report by DataM Intelligence. MVID is an ultrarare pediatric disease, with an estimated prevalence of a couple of hundred patients globally. Jaguar estimates that the global market size for MVID therapies is in the range of $50 million to $100 million, based on market research with key opinion leaders (KOLs) and payers.

OnCrofelemer ~~February 21,~~was ~~2020,~~granted ~~Jeffery~~Orphan ~~Johnson~~Drug ~~and~~Designation ~~Murray David MacNaughtan each notified the Company’s Board of Directors~~ (~~the~~ “~~Board~~ODD”) ofby ~~his intention to resign as a member of~~ the ~~Board,~~FDA ~~effective~~in ~~as of~~ February ~~21,~~ ~~2020,~~2023 ~~including~~for MVID, inan ~~the~~ultra-rare ~~case~~congenital ofdiarrheal ~~Mr. Johnson~~disorder (“CDD”), ~~his role as a member of the Compensation Committee~~ and ~~Nominating~~granted ~~Committee.~~ODD ~~Mr. Johnson~~for ~~and~~MVID ~~Mr. MacNaughtan~~by ~~were each originally designated to~~ the ~~Board~~European inMedicines ~~2018~~Agency ~~pursuant to the director election rights of Sagard Capital Partners, L.P.~~ (“~~Sagard~~EMA”) asin ~~the~~October ~~holder~~2022. ofCrofelemer ~~the~~was ~~Company’s~~granted ~~Series A~~ODD ~~Convertible~~for ~~Participating~~short ~~Preferred~~bowel ~~Stock~~syndrome (~~the~~ “~~Series A Preferred Stock~~SBS”). ~~They~~by ~~each resigned because~~ the ~~holders of all the shares of the Series A Preferred Stock currently outstanding are entitled to vote~~ EMA in ~~the~~December ~~aggregate~~2021 ~~less~~and ~~than 5% of all of the votes entitled to be cast~~ by ~~holders of all securities of~~ the ~~Company~~FDA atin ~~any~~August ~~meeting~~2017. ofIn ~~the~~August ~~stockholders of the Company~~2023, the ~~ownership~~FDA ~~requirement~~activated ~~for Sagard~~Napo’s ~~right~~Investigational toNew ~~designate~~Drug ~~directors~~(“IND”) toapplication ~~the~~for ~~Board.~~a ~~Their~~new ~~decision~~crofelemer topowder ~~resign~~for ~~did~~oral ~~not~~solution ~~involve~~formulation ~~any~~for ~~disagreement with~~ the ~~Company,~~treatment ~~its~~of ~~management or the Board~~MVID.

~~Royalty~~The ~~Interest~~Orphan ~~Transaction~~Drug Act (“ODA”) in the US grants special status to a small molecule drug or biological product to treat a rare disease or condition upon request of a sponsor. This status is referred to as ODD (or sometimes “orphan status”). ODD qualifies the drug’s sponsor for various development incentives, including tax credits for qualified clinical testing and relief of filing fees. Additionally, the ODA provides a seven-year period of marketing exclusivity to the first sponsor who obtains marketing approval for a designated orphan drug. In the EU, receipt of ODD supports some specific regulatory pathways, and sponsors who obtain ODD for their drug

On5 March 4, 2020, the Company entered into a royalty interest purchase agreement (“Purchase Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership affiliated with Chicago Venture Partners (“CVP”), pursuant to which the Company sold to CVP a royalty interest entitling CVP to receive $500,000 of future royalties on sales of Mytesi® (crofelemer) and certain up-front license fees and milestone payments from licenses and/or distributions for an aggregate purchase price of $350,000. The Company will be obligated to make minimum royalty payments on a monthly basis beginning on September 4, 2020 in an amount equal to the greater of (i) $25,000 (which increases to $43,750 beginning on March 4, 2021) and (ii) 10% of the Company’s net sales of Mytesi and 10% of worldwide revenues related to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone payments that are reimbursements of clinical trial expenses.

WarrantTable Repricingof Contents

On can ~~March 5,~~benefit ~~2020,~~from ~~the~~Scientific ~~Company~~Advice ~~entered~~from ~~into a warrant exercise agreement (~~the ~~“Exercise~~EMA ~~Agreement”)~~for ~~with~~clinical atrials ~~holder~~for (the ~~“Holder”)~~orphan ofindication ~~its~~and ~~Series 2~~receive ~~warrants~~market ~~(the~~exclusivity ~~“Warrants”)~~for ~~previously~~a ~~issued~~period ~~in the Company’s registered public offering on July 23, 2019, pursuant to which the Holder agreed to exercise in cash its Warrants to purchase an aggregate~~ of ~~90,940~~ten ~~shares~~years ofonce the ~~Company’s~~medicine ~~common stock, par value $0.0001 per share (the “Common Stock”), at a reduced exercise price of $0.605 per share, which~~ is ~~the~~approved ~~Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) as of the date of such Exercise Agreement,~~ for ~~gross proceeds to the Company of approximately $55,000~~ commercialization.

5Napo is currently supporting multiple proof-of-concept (POC) investigator-initiated trials (IIT), and also conducting two pivotal clinical trials, of crofelemer powder for oral solution for MVID and SBS-IF in the US, European Union (EU), and/or Middle East. The Company’s trial to evaluate the safety and efficacy of crofelemer powder for oral solution in pediatric MVID patients is ongoing at multiple sites. Napo Therapeutics is conducting a Phase 2 study in adult SBS-IF patients at multiple clinical sites in Italy and Germany. An open label IIT is ongoing in pediatric IF patients with MVID and/or SBS in Abu Dhabi in the United Arab Emirates. Groundbreaking results from pediatric IF patients with MVID and SBS-IF were presented at North American Society for Pediatric Gastroenterology, Hepatology and Nutrition (NASPGHAN 2025) in Chicago. The study showed that the liquid formulation of crofelemer powder resulted in a reduction of parenteral support (PS) of up to 37% in a pediatric MVID patient who has remained on crofelemer therapy for >1 year. PS reductions of up to 15.6% were observed in two pediatric SBS-IF patients who have also remained on crofelemer oral liquid treatment for >1 year.

~~Table~~In June 2026, longer-term data from the ongoing investigator-initiated trial of ~~Contents~~crofelemer in pediatric IF patients in the United Arab Emirates will be presented at the 58th Annual Meeting of the European Society for Pediatric Gastroenterology, Hepatology & Nutrition (ESPGHAN). An additional MVID infant patient is being treated with oral crofelemer, and safety and efficacy in the infant receiving crofelemer will also be presented at ESPGHAN 2026.

~~Warrant~~Napo ~~Exercise~~is also supporting an IIT in the US to evaluate crofelemer powder for oral solution for treatment of adult SBS-IF patients. The Company plans to pursue approval of crofelemer powder for oral solution for MVID in the US following the completion of the pivotal pediatric MVID trial. In accordance with the guidelines of specific EU countries, published data from such clinical investigations could support reimbursed early patient access to crofelemer for these debilitating IF conditions. Participation in early access programs, which do not exist in the US, provides an opportunity for reimbursement while impacting the morbidity and ~~Preferred~~high ~~Stock~~cost ~~Amendment~~of ~~Agreement~~care for these chronic unmet needs. Additionally, the Company expects that if even just a very small number of MVID patients show benefit with crofelemer, this may potentially allow expedited pathways for regulatory approval in the US. In the US, Napo plans to pursue Breakthrough Therapy Designation (BTD) from the FDA. If a drug is designated as breakthrough therapy, the FDA will expedite the review timeline for the drug.

OnIn ~~March 24~~addition, ~~2020,~~Crofelemer ~~the~~is ~~Company~~in ~~entered~~development ~~into~~for symptomatic arelief ~~warrant exercise~~ and ~~preferred~~treatment ~~stock amendment agreement (the “Amendment Agreement”) with a holder (the “Holder”)~~ of ~~its Warrants previously issued in the Company’s registered public offering on July 23, 2019, pursuant~~ moderate-to-severe ~~which the Holder agreed to exercise in cash its Warrants to purchase an aggregate of 1~~diarrhea,~~250,000~~ ~~shares~~with ofor ~~Common~~without ~~Stock,~~concomitant atantimicrobial ~~a reduced exercise price of $0.5227 per share~~therapy, ~~which~~from ~~is a 20% premium to the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) as of the date of such Amendment Agreement (the “Minimum Price”)~~bacterial, ~~for gross proceeds to the Company of approximately $653~~viral,~~400.~~ ~~The Company intends to use the proceeds for working capital~~ and ~~general~~parasitic ~~corporate purposes~~infections, including ~~the~~Vibrio ~~additional purchase of API and drug product to address potential impact of coronavirus pandemic. As further inducement to enter into the Amendment Agreement~~cholerae, the ~~Company~~bacterium ~~agreed~~that tocauses ~~reduce the conversion price of the Company’s Series B convertible preferred stock (the “Series B Preferred Stock”) from $2~~cholera.00 ~~to $0.4456, which is equal to the Minimum Price plus $0.01.~~

InWe ~~addition,~~believe ~~the~~Jaguar ~~Company~~is ~~and~~poised ~~Holder~~to ~~entered~~realize ~~into~~the aopportunities ~~leak-out~~for ~~agreement (~~the commercialization ~~“Leak-Out Agreement”) wherein Holder (together with certain~~ of ~~its~~crofelemer ~~affiliates)~~powder ~~agreed~~for tooral ~~not~~solution ~~sell,~~for ~~dispose~~our orIF ~~otherwise~~programs transfer, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions), on any trading day from ~~the~~MVID ~~date~~and ~~of the Leak~~SBS-~~Out~~IF. ~~Agreement until the date that the Holder no longer holds any Conversion Shares or Warrant Shares~~Jaguar, ~~during~~through ~~any periods that the closing bid price of the Common Stock is less than the then effective exercise price of the Warrants~~Napo, ~~the~~holds ~~Conversion~~global ~~Shares~~unencumbered orrights ~~Warrant~~for Shares in an amount more than the greater of the average of (a) $20,000 per trading day each month and (b) an amount equal to 20% of the (i) average daily trading volume of Common Stock per calendar month or (ii) trading volume of Common Stock on such trading day, subject to certain exceptionscrofelemer.

~~Landlord~~Recent ~~Letter~~Developments ~~of Credit~~

AsEquity ~~previously~~Line disclosed, on August 28, 2018, the Company entered into an Office Lease Agreement (the “Lease”) with CA-Mission Street Limited Partnership, a Delaware limited partnership (“Landlord”), to extend the Company’s lease for approximately 6,311 square feet of office space located at 201 Mission Street, Suite 2375, San Francisco, California (the “Premises”). Concurrently with the execution of this Lease, the Company was required to deliver to the Landlord a standby, unconditional, irrevocable, transferable letter of credit, naming Landlord as beneficiary, as collateral for the full performance by the Company of all of its obligations under the Lease and for all losses and damages Landlord may suffer as a result of the Company’s failure to comply with one or more provisions of the Lease.Credit

On ~~March~~June 249, ~~2020~~2026, the Company entered into athe ~~Landlord~~common ~~Letter~~stock ofpurchase ~~Credit~~agreement ~~Agreement with Charles Conte~~ (the “LCPurchase ~~Facilitator~~Agreement”), ~~the~~with ~~brother~~ one of ~~Lisa A. Conte,~~ the ~~Company’s~~Selling ~~President~~Stockholders, ~~Chief~~C/M ~~Executive~~Capital ~~Officer~~Master ~~and~~Fund, ~~member~~LP ~~of the Company’s board of directors~~ (the “~~Landlord LC Agreement~~Investor”), ~~pursuant to~~ which ~~the~~provides ~~Company will~~that, ~~subject~~upon ~~to Landlord’s consent, replace~~ the ~~existing~~terms ~~letter~~and ofsubject ~~credit in the amount of $475,000 entered into on August 28, 2018 by the Company with Pacific Capital Management, LLC~~ to ~~satisfy~~ the ~~letter~~conditions ofset ~~credit~~forth ~~requirement in the Lease (the “Original LC”) with a new letter of credit in the amount of $475~~therein,~~000~~ (the ~~“New~~Investor ~~LC”).~~is ~~Pursuant~~committed to ~~the~~purchase ~~Landlord LC Agreement, the Company will pay the LC Facilitator an amount equal to $10,000 per month as consideration for the New LC and reimburse LC Facilitator~~ up to ~~$7,500~~an ~~for~~aggregate ~~reasonable out-~~of~~-pocket~~ ~~expenses incurred in establishing the New LC. The New LC will expire no earlier than December~~$40 ~~31,~~million of ~~2020,~~shares ~~provided,~~of ~~however~~common ~~that the Company, at no additional cost, may replace the New LC on an earlier date, at the Company’s sole discretion upon 30 days’ written notice to LC Facilitator~~stock.

~~Corporate~~6 ~~Information~~

WeTable were incorporated in the State of Delaware on June 6, 2013. Our principal executive offices are located at 201 Mission Street, Suite 2375, San Francisco, CA 94015 and our telephone number is (415) 371-8300. Our website address is https://jaguar.health. The information contained on, or that can be accessed through, our website is not part of this prospectus. Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “JAGX.”Contents

~~Jaguar~~Under ~~Health, our logo, Canalevia, Neonorm and Mytesi are our trademarks that are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are~~ the ~~property~~Purchase ofAgreement: other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ©, ® or TM symbols, but those references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

6(i) Fixed Purchase: on the Commencement Date (as defined in the Purchase Agreement) and from time to time thereafter, subject to the satisfaction of certain conditions and on any business day selected by the Company where the closing sale price of the common stock is equal to or greater than $1.10 per share, as adjusted for any reorganization, recapitalization, stock split, reverse stock split, or other similar transactions that occur on or after the date of the Purchase Agreement (the “ELOC Floor Price”), the Company shall have the right, but not the obligation, to direct the Investor to purchase a Fixed Purchase Share Amount (as defined in the Purchase Agreement), not to exceed the applicable Fixed Purchase Maximum Amount (as defined in the Purchase Agreement), at the applicable Fixed Purchase Price (as defined in the Purchase Agreement) therefor on the applicable Fixed Purchase Date in accordance with the Purchase Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed $1,500,000 (provided that all shares of common stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”));

~~Table~~(ii) VWAP Purchase: on the Commencement Date and from time to time thereafter, and on any business day selected by the Company where the closing sale price of ~~Contents~~the common stock is equal to or greater than the ELOC Floor Price, subject to the satisfaction of certain conditions, in addition to the Fixed Purchase, the Company shall also have the right, but not the obligation, to direct the Investor to purchase the applicable VWAP Purchase Share Amount (as defined in the Purchase Agreement), not to exceed the applicable VWAP Purchase Maximum Amount (as defined in the Purchase Agreement), at the applicable VWAP Purchase Price (as defined in the Purchase Agreement) therefor on the applicable VWAP Purchase Date in accordance with the Purchase Agreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $4,500,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases on such VWAP Purchase Date, collectively;

~~THE~~(iii) ~~OFFERING~~Additional VWAP Purchase: on the Commencement Date and from time to time thereafter, subject to the satisfaction of certain conditions, in addition to the Fixed Purchase and VWAP Purchase, the Company shall also have the right, but not the obligation, to direct the Investor to purchase the applicable Additional VWAP Purchase Share Amount (as defined in the Purchase Agreement), not to exceed the applicable Additional VWAP Purchase Maximum Amount (as defined in the Purchase Agreement), at the applicable Additional VWAP Purchase Price (as defined in the Purchase Agreement) therefor on the applicable Additional VWAP Purchase Date in accordance with the Purchase Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be the same trading day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $4,500,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively.

Common stock to be offered by the Selling Stockholder		Up to 6,018,615 shares
Shares of Common Stock outstanding before this offering		18,324,578 shares, as of March 26, 2020
Shares of Common Stock outstanding after this offering (assuming the conversion of all Series B-2 Convertible Preferred Stock into shares of Common Stock)		24,343,193 shares
Use of Proceeds		We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder. We will receive proceeds from the sale of shares to Oasis Capital under the Equity Line. Oasis Capital has committed to purchase up to $2,000,000 worth of shares of our common stock (the “Put Shares”) over the 36-month term of the Equity Purchase Agreement.
Plan of Distribution		The Selling Stockholder may, from time to time, sell any or all of their shares of our Common Stock on the stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be fixed or negotiated prices. For further information, see “Plan of Distribution” beginning on page 16.
Risk Factors		This investment involves a high degree of risk. See “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.
Nasdaq Capital Market symbol		“JAGX”.

The foregoing purchase terms are subject to certain conditions and limitations, including daily volume and dollar amount limitations with respect to each type of purchase described above within a given day, and a 4.99% beneficial ownership limitation with respect to the Investor’s ownership of the Company’s common stock.

7In consideration for the Investor’s execution and delivery of the Purchase Agreement, the Company agreed to issue to the Investor on the effective date of the ELOC Registration Statement (as defined hereunder) $800,000 worth of the Company’s common stock, valued at the VWAP Purchase Price as of such effective date (the “Commitment Shares”). The Commitment Shares will be included in the ELOC Registration Statement.

~~Table~~7 ~~of Contents~~

RISKTable FACTORSof Contents

~~Please~~Pursuant ~~carefully~~to ~~consider~~the terms of the ~~risk~~Purchase ~~factors~~Agreement, ~~described~~until ~~below~~either ~~and~~the ~~those~~stockholder ~~described~~approval (as defined in ~~our~~the ~~periodic~~Purchase ~~reports~~Agreement) ~~filed~~(the ~~with~~“Stockholder Approval for the ~~SEC,~~ELOC”) ~~which~~is obtained or certain other conditions are ~~incorporated~~met, bythe ~~reference~~Company inshall ~~this~~not ~~prospectus.~~sell ~~Before~~shares ~~making~~of ancommon ~~investment~~stock ~~decision~~to the Investor under the Purchase Agreement to the extent that after giving effect thereto, ~~you~~the ~~should~~aggregate ~~carefully~~number ~~consider~~of ~~these~~shares ~~risks~~of ascommon ~~well~~stock asthat ~~other~~would ~~information~~be weissued ~~include~~pursuant orto ~~incorporate~~the byPurchase ~~reference~~Agreement inwould ~~this~~exceed ~~prospectus~~19.99% ~~Additional~~of ~~risks~~the ~~and~~number ~~uncertainties~~of ~~not~~shares ~~presently~~of ~~known~~common tostock usissued orand ~~that~~outstanding weimmediately ~~deem~~prior ~~currently~~to ~~immaterial~~the execution ~~may~~of ~~also~~the ~~impair~~Purchase ~~our~~Agreement. ~~business~~As ~~operations~~previously orreported, ~~adversely~~the ~~affect~~Company ~~our~~reconvened ~~results~~its 2026 annual meeting of ~~operations~~stockholders or(the ~~financial~~“Annual ~~condition~~Meeting”) on June 8, 2026 and obtained, among others, the Stockholder Approval for the ELOC.

~~The~~Unless ~~sale~~earlier terminated as provided thereunder, the Purchase Agreement shall terminate automatically on the earliest to occur of (i) the ~~our~~expiration of the ELOC Registration Statement pursuant to Rule 415(a)(5) of the Securities Act, (ii) the date on which the Investor shall have purchased the maximum amount pursuant to the Purchase Agreement, (iii) the date on which the common stock shall have failed to ~~Oasis~~be ~~Capital~~listed ~~may~~or ~~cause~~quoted ~~substantial~~on ~~dilution~~the Trading Market or any Eligible Market (both terms as defined in the Purchase Agreement), (iv) the 30th trading day following the date on which, pursuant to ~~our~~or ~~existing~~within ~~stockholders~~the meaning of the applicable bankruptcy law, the Company commences a voluntary case or any person commences a proceeding against the Company, in each case that is not discharged or dismissed prior to such 30th trading day, and (v) the ~~sale~~date ofon which, pursuant to or within the ~~shares~~meaning of ~~common~~any ~~stock~~applicable ~~acquired~~bankruptcy bylaw, ~~Oasis~~a ~~Capital~~custodian ~~could~~is ~~cause~~appointed for the ~~price~~Company or for all or substantially all of ~~our~~its ~~common~~property, ~~stock~~or tothe ~~decline~~Company makes a general assignment for the benefit of its creditors.

WeThe ~~have registered for sale 4,587,155 shares of common stock that we may sell to Oasis Capital under the Equity~~ Purchase Agreement. Itmay isbe ~~anticipated~~terminated ~~that~~at ~~these~~any ~~shares~~time ~~will~~by bethe ~~sold~~mutual ~~over~~written aconsent ~~period~~ of ~~up to approximately 36 months from~~ the ~~date~~parties, ofeffective ~~this~~as ~~prospectus. The number~~ of ~~shares ultimately offered for sale by Oasis Capital under this prospectus is dependent upon~~ the ~~number~~date of ~~shares~~such wemutual written ~~elect~~consent tounless ~~sell~~otherwise toprovided ~~Oasis~~in ~~Capital~~such ~~under~~written ~~the Equity Purchase Agreement~~consent. ~~Sales~~Either ~~by Oasis Capital of shares acquired pursuant to~~ the ~~Equity~~Company ~~Purchase~~or ~~Agreement under~~ the ~~registration~~Investor ~~statement, of which this prospectus is a part,~~ may ~~result~~also interminate ~~dilution to~~ the ~~interests~~Purchase ofAgreement ~~other~~unilaterally ~~holders~~under ofcertain ~~our~~circumstances ~~common~~provided ~~stock~~therein. ~~See the section titled “Dilution” below for a more detailed discussion.~~

The ~~sale~~Purchase ofAgreement aincludes ~~substantial number of shares of our common stock by Oasis Capital in this offering~~representations, ~~or anticipation of such sales~~warranties, ~~could~~and ~~cause~~covenants ~~the~~customary ~~trading price of our common stock to decline or make it more difficult~~ for ~~us to sell equity or equity-related securities in the future at~~ a ~~time~~transaction ~~and at a price that we might otherwise desire. Following the issuance~~ of ~~shares~~this ~~of common stock under the Equity Line, Oasis Capital may offer and resell the shares at a price and time determined by them~~type. This may cause the market price of our common stock to decline, and the timing of sales and the price at which the shares are sold by Oasis Capital could have an adverse effect upon the public market for our common stock.

~~There~~In addition, pursuant to the Purchase Agreement, the Company entered into a registration rights agreement with the Investor (the “ELOC Registration Rights Agreement”), pursuant to which the Company is anrequired ~~increased~~to ~~potential~~file ~~for~~a ~~short~~registration ~~sales~~statement ofon ~~our~~Form ~~common~~S-1 ~~stock~~(the ~~due~~“ELOC Registration Statement”) within 30 days after the execution date of the Purchase Agreement, to register the ~~sale~~resale of all of (i) the shares ~~pursuant~~of common stock to be sold and issued by the ~~Equity~~Company to the Investor under the Purchase Agreement, ~~which~~(ii) the ~~could~~Commitment ~~materially~~Shares, ~~affect~~and (iii) any securities of the ~~market~~Company ~~price~~issued ofor ~~our~~issuable ~~common~~with ~~stock~~respect to the forementioned shares or Commitment Shares. The Company shall use its commercially reasonable efforts to have the ELOC Registration Statement declared effective by the SEC at the earliest practicable date.

~~Downward~~Series ~~pressure~~P onPreferred ~~the~~Stock ~~market~~Financing price of our common stock that likely will result from resales of the common stock issued pursuant to the Equity Purchase Agreement could encourage short sales of common stock by market participants other than the selling stockholder. Generally, short selling means selling a security not owned by the seller. The seller is committed to eventually purchase the security previously sold. Short sales are used to capitalize on an expected decline in the security’s price — typically, investors who sell short believe that the price of the stock will fall, and anticipate selling at a price higher than the price at which they will buy the stock. Significant amounts of such short selling could place further downward pressure on the market price of our common stock.

~~Our~~On ~~failure~~June 9, 2026, the Company entered into securities purchase agreements (each a “Preferred Stock Purchase Agreement” and collectively, the “Preferred Stock Purchase Agreements”) with the Selling Stockholders, pursuant to ~~meet~~which the ~~continued~~Company ~~listing~~agreed ~~requirements~~to ofissue ~~The~~and ~~Nasdaq~~sell ~~Capital~~to ~~Market~~the ~~could~~Selling ~~result~~Stockholders in a ~~delisting~~private placement an aggregate of ~~our~~240 ~~common~~shares ~~stock~~(the “Preferred Shares”) of Series P Preferred Stock for an aggregate purchase price of $2 million (the “Preferred Stock Financing”). The Preferred Stock Financing closed June 9, 2026.

~~Our~~In ~~common~~consideration ~~stock is listed on The Nasdaq Capital Market, which imposes, among other requirements a minimum bid requirement. The closing bid price~~ for ~~our~~the ~~common~~Selling ~~stock must remain at or above $1.00 per share to comply with Nasdaq~~Stockholders’s ~~minimum~~execution ~~bid~~and ~~requirement~~delivery ~~for~~of ~~continued listing. If~~ the ~~closing~~Preferred ~~bid~~Stock ~~price~~Purchase ~~for our common stock is less than $1.00 per share for 30 consecutive business days~~Agreements, ~~Nasdaq~~the ~~may~~Company ~~send~~agreed usto issue ~~a notice stating that we will be provided a period of 180 days~~ to ~~regain compliance with~~ the ~~minimum~~Selling ~~bid~~Stockholders ~~requirement~~within orone ~~else Nasdaq may make a determination to delist our common stock. Our common stock traded for less than $1.00 for 30 consecutive~~ trading ~~days,~~day ~~and~~after ~~we received notice of this from~~ the ~~Listing~~filing ~~Qualifications~~date ~~Staff~~ of ~~The Nasdaq Stock Market LLC on December 30, 2019. Under Nasdaq Listing Rule 5810(c)(3)(A),~~ the ~~Company~~registration ~~has~~statement ~~been~~relating ~~granted a 180 calendar day grace period, or until June 29, 2020,~~ to ~~regain compliance with~~ the ~~minimum~~Preferred ~~bid~~Stock ~~price~~Financing ~~requirement. The minimum bid price requirement will be met if our common stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during~~ (the ~~180~~“Preferred ~~calendar~~Registration ~~day~~Statement”) pre-funded ~~grace~~warrants ~~period. We are diligently working to evidence compliance with~~ (the ~~minimum~~“Commencement ~~bid~~Pre-Funded ~~requirement for continued listing on Nasdaq; however~~Warrants”), ~~there~~exercisable ~~can be no assurance that we will be able~~ to ~~regain~~purchase ~~compliance~~up ~~or that Nasdaq will grant us a further extension of time~~ to ~~regain~~an ~~compliance,~~aggregate ~~if necessary.~~

~~The~~8 Company may be eligible for additional time to comply if it does not achieve compliance with the minimum bid price requirement by June 29, 2020. In order to be eligible for consideration for such additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and must notify Nasdaq in writing of its intention to cure the deficiency during the second compliance period.

TheTable delisting of our common stock from Nasdaq may make it more difficult for us to raise capital on favorable terms in the future. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. Further, if we were to be delisted from The Nasdaq Capital Market, our common stock would cease to be recognized as covered securities and we would be subject to regulation in each state in which it offers its securities. Moreover, there is no assurance that any actions that we take to restore our compliance with the Nasdaq minimum bid requirement would stabilize the market price or improve the liquidity of our common stock, prevent our common stock from falling below the Nasdaq minimum bid price required for continued listing again or prevent future non-compliance with Nasdaq’s listing requirements.Contents

8 number of shares of common stock equal to $72,000 divided by the greater of (i) the average VWAP of the common stock over the five trading day period immediately preceding the filing of the initial Preferred Registration Statement, and (ii) 20% of the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)(1)(A)) of common stock on the execution date of the Preferred Stock Purchase Agreements. The shares of common stock issuable upon exercise of the Commencement Pre-Funded Warrants will be included in the Preferred Registration Statement.

~~Table~~In addition, pursuant to the Preferred Stock Purchase Agreements, the Company entered into a registration rights agreement with the Selling Stockholders (the “Preferred Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement on Form S-1 (the “Preferred Registration Statement”) within 30 days after the execution date of ~~Contents~~the Preferred Registration Rights Agreement, to register the resale of (i) all of the Redemption Shares (as defined hereunder) that may, from time to time, be issued or become issuable to the Selling Stockholders under the Preferred Stock Purchase Agreements and the related Transaction Documents (as defined therein) (without regard to any limitation or restriction on purchases), (ii) the shares of common stock issued or issuable upon exercise of the Pre-Funded Warrants (as defined in the Preferred Stock Purchase Agreements) (the “Warrant Shares”), and (iii) any and all shares of capital stock issued or issuable with respect to the Redemption Shares or Warrant Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Preferred Stock Purchase Agreements or the Transaction Documents. The Company shall use its commercially reasonable efforts to have the Preferred Registration Statement declared effective by the SEC at the earliest practicable date.

~~SELECTED~~Preferred ~~FINANCIAL~~Stock ~~DATA~~Dividend

~~The~~On February 18, ~~following~~2026, ~~net~~the ~~loss~~Company ~~per~~announced that its board of directors declared a special one-time dividend of one-tenth of one share, ~~basic~~of ~~and~~Series ~~diluted,~~O ~~has~~Preferred ~~been~~Stock ~~derived~~for each ~~from~~share ~~the~~of ~~audited~~voting ~~financial~~common ~~statements~~stock outstanding, plus each share issuable upon exercise of ~~the~~certain ~~Company~~warrants ~~contained~~to purchase, in ~~our~~aggregate, ~~Annual~~2,400,765 ~~Report~~shares onof ~~Form 10-K~~common ~~for~~stock with dividend rights outstanding (the ~~fiscal~~“Eligible ~~year~~Warrants”), ~~ended~~at ~~December~~the close of business on March 312, ~~2019,~~2026. ~~which~~The ispreferred ~~incorporated~~stock bydividend ~~reference~~was inpaid ~~this~~on ~~prospectus~~March 4, 2026.

~~The~~In ~~historical~~connection ~~financial~~with ~~information~~the ~~set~~preferred stock ~~forth~~dividend, ~~below~~on ~~may~~March 2, ~~not~~2026 bethe ~~indicative~~Company offiled ~~our~~a ~~future~~Certificate ~~performance~~of ~~and~~Designation ~~should be read together with “Management’s Discussion and Analysis~~ of ~~Financial~~Preferences, ~~Condition~~Rights and ~~Results~~Limitations of ~~Operations”~~Series ~~and~~O ~~our~~Convertible ~~historical~~Preferred ~~financial~~Stock ~~statements~~with ~~and~~the ~~notes~~Secretary toof ~~those~~State ~~statements~~of ~~included in our Annual Report on Form 10-K for~~ the ~~fiscal~~State ~~year~~of ~~ended December 31~~Delaware, ~~2019,~~to ~~and~~designate ~~any amendment or update thereto reflected in subsequent filings with the SEC~~1, ~~and all other annual~~557,000 ~~quarterly and other reports that we file with the SEC after the date~~ shares of the ~~initial~~preferred ~~registration~~stock, ~~statement~~par ofvalue ~~which~~$0.0001 ~~this~~per ~~prospectus~~share, ~~forms~~as aSeries ~~part~~O ~~and~~Convertible ~~that~~Preferred ~~also are incorporated herein by reference~~Stock.

	Year Ended December 31,			Year Ended December 31,
	2019			2018
Net loss per share, basic and diluted	$	(9.01	)	$	(153.27	)

The potential issuance of a large number of shares of common stock upon the conversion of our Series O Preferred Stock may have a negative effect on the trading price of our common stock as well as a significant dilutive effect. See “Risk Factors – Risks Related to the Preferred Stock Dividend” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 7, 2026.

9Conversion of the Series O Preferred Stock

~~Table~~On June 25, 2026, the Company completed the conversion (the “Conversion”) of ~~Contents~~Series O Preferred Stock. Effective as of 12:00 p.m. Eastern Time on June 25, 2026, all of the then outstanding shares of Series O Preferred Stock and all shares of Series O Preferred Stock issuable upon exercise of the Eligible Warrants automatically converted into shares of common stock (the “Conversion Shares”) at a conversion ratio equal to 3.209 shares of common stock for each share of Series O Preferred Stock. Immediately upon completion of the Conversion, there were 4,857,211 shares of common stock issued and outstanding, and the holders of the Eligible Warrants are entitled to receive, upon exercise of the Eligible Warrants, up to 839,000 shares of common stock, which consist of 68,593 Warrant Shares (as defined in the Eligible Warrants) and 770,407 Conversion Shares.

~~CAUTIONARY~~9 ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

ThisTable prospectus and the documents incorporated by reference into it contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). We have made these statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in or incorporated by reference into this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing of receipt of clinical trial, field study and other study data, and likelihood of success, commercialization plans and timing, other plans and objectives of management for future operations, and future results of current and anticipated products are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.Contents

InCorporate ~~some~~Information cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions including those listed in the ‘‘Risk Factors’’ incorporated by reference into this prospectus from our Annual Report on Form 10-K, as updated by subsequent reports. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

10We were incorporated in the State of Delaware on June 6, 2013. Our principal executive office is located at 200 Pine Street, Suite 400, San Francisco, CA 94104, for human health prescription drugs, and the telephone number is (415) 371 8300. We have an additional office at 200 Pine Street, Suite 600, San Francisco, CA 94104, for Jaguar Animal Health. Our website for the corporation is https://jaguar.health.com. The information contained on, or that can be accessed through, our website is not part of this annual report. Our voting common stock is listed on the Nasdaq Capital Market and trades under the symbol “JAGX.”

~~Table~~Information contained in, or accessible through, our website does not constitute part of ~~Contents~~this prospectus or registration statement and inclusions of our website address in this prospectus or registration statement are inactive textual references only. You should not rely on any such information in making your decision whether to purchase our securities.

~~USE~~10 ~~OF PROCEEDS~~

WeTable will not receive any of the proceeds from the sale of shares of our Common Stock in this offering. The Selling Stockholder will receive all of the proceeds from this offering. However, we may receive up to an aggregate of $2 million in proceeds from the sale of our Common Stock to Oasis Capital pursuant to the Equity Line. The proceeds received from the sale of the shares under the Equity Line will be used for working capital and general corporate purposes, including the additional purchase of API and drug product to address potential impact of coronavirus pandemic. This anticipated use of net proceeds from the sale of our Common Stock to Oasis Capital under the Equity Line represents our intentions based upon our current plans and business conditions.Contents

~~The~~THE ~~Selling~~OFFERING Stockholder will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholder in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, fees and expenses of our counsel, certain expenses of counsel to the Selling Stockholder and our independent registered public accountants.

11Common stock offered by the Selling Stockholders 5,522,551 shares of our common stock, consisting of (i) up to 4,395,605 shares of common stock (the “Redemption Shares”) that are issuable upon redemption of the shares of Series P Preferred Stock, which we sold and issued to the Selling Stockholders pursuant to the Preferred Stock Purchase Agreements, assuming at a redemption price equal to the Floor Price (as defined in the Certificate of Designation of Preferences, Rights and Limitations of Series P Non-Convertible Preferred Stock (the “Certificate of Designation”)), or upon exercise of the pre-funded warrants to purchase common stock which we may issue in lieu of the Redemption Shares in accordance with the terms of the Certificate of Designation, (ii) up to 72,000 shares of common stock (the “Commencement Shares”) that are issuable upon exercise of the pre-funded warrants to purchase common stock (the “Commencement Pre-Funded Warrants”), which have been issued to the Selling Stockholders as consideration for the Selling Stockholders’ execution and delivery of the Preferred Stock Purchase Agreement, and (iii) up to 1,054,946 shares of common stock (the “Dividend Shares”) that are issuable as dividends to the holders of the outstanding shares of Series P Preferred Stock at a rate of 8% per annum on the stated value of the Series P Preferred Stock over an assumed term of three years and assuming that (x) the Company elects to issue payment of dividends solely in shares of common stock during such period and (y) the number of shares of common stock issued is calculated using the Floor Price.

~~Table~~Common ofstock ~~Contents~~outstanding immediately prior to this offering 4,910,402 shares

~~SECURITY~~Common ~~OWNERSHIP~~stock OFoutstanding ~~BENEFICIAL~~immediately ~~OWNERS~~following ~~AND~~this ~~MANAGEMENT~~offering 10,432,953 shares

~~The~~Terms ~~following~~of ~~table~~the ~~sets~~offering ~~forth~~Each ~~certain~~Selling ~~information~~Stockholder ~~with~~will ~~respect~~determine towhen ~~the~~and ~~beneficial~~how ~~ownership~~it will dispose of any shares of our common stock asheld ofby ~~March 26,~~it ~~2020~~that ~~by:~~are registered under this prospectus for resale. See “Plan of Distribution.”

~~· each~~Use ~~person,~~of orproceeds ~~group~~We will not receive any of ~~affiliated~~the ~~persons,~~proceeds ~~who~~from isthe ~~known~~sale byof usshares toof beour ~~the~~common ~~beneficial~~stock ~~owner~~offered ofby ~~more~~the ~~than~~Selling 5%Stockholders. See “Use of ~~our~~Proceeds” ~~outstanding~~on ~~common~~page ~~stock;~~19 of this prospectus.

~~· each~~Stock ofSymbol ~~our directors;~~JAGX

~~· each~~Transfer ofAgent ~~our~~and ~~executive~~Registrar ~~officers;~~Equiniti ~~and~~Trust Company, LLC

~~· all~~The offollowing ~~our~~summary ~~executive~~contains ~~officers~~basic information about this offering. The summary is not intended to be complete. You should read the full text and ~~directors~~more asspecific adetails ~~group~~contained elsewhere in this prospectus.

~~Beneficial~~11 ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options, warrants or RSUs that are currently exercisable or vested, or exercisable or subject to vesting within 60 days of the date of this prospectus are considered outstanding and beneficially owned by the person holding the options, warrants, or RSUs for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. The information is not necessarily indicative of beneficial ownership for any other purpose, including for purposes of Section 13(d) and Section 13(g) of the Securities Act.

ApplicableTable percentage ownership is based on (i) 18,324,578 shares of common stock, (ii) 5,524,926 shares of Series A Preferred Stock outstanding (473,565 of common stock on an as converted basis) , (iii) 1,971 shares of Series B Preferred Stock outstanding (4,422,924 of common stock on an as converted basis), and (iv) 7,534 shares of Series B-2 Preferred Stock outstanding (1,431,460 of common stock on an as converted basis) as of March 26, 2020. Each share of Series A Preferred Stock is convertible into approximately 0.857 shares of Common Stock; each share of Series B Preferred Stock is convertible into approximately 2,244 shares of Common Stock; and each share of Series B-2 Preferred Stock is convertible into approximately 190 shares of Common Stock. The total shares of common stock outstanding may be adjusted for the purpose of calculating the percentage ownership of a person that has options, warrants or RSUs that are currently exercisable or vested, or exercisable or subject to vesting within 60 days of the date of this prospectus but not for the purpose of recalculating the percentage ownership of any other person.Contents

~~Except~~Outstanding asShares ~~otherwise set forth below, the address of each beneficial owner listed in the table below is c/o Jaguar Health, Inc., 201 Mission Street, Suite 2375, San Francisco, California 94105.~~

Name and Address of Beneficial Owner	Beneficially Owned
5% Stockholders
Ionic Ventures, LLC(1)	2,272,475	9.99	%
Roy Rogers(2)	1,745,832	9.37	%
Oasis Capital, LLC(3)	1,434,608	7.26	%
Bryan Ezralow (4)	1,277,123	6.74	%
Executive Officers and Directors
Lisa A. Conte(5)	492,631	2.62	%
Steven R. King, Ph.D.(6)	151,866	—	*
Jonathan S. Wolin(7)	93,099	—	*
Carol Lizak(8)	28,599	—	*
James J. Bochnowski(9)	854,485	4.50	%
Jonathan B. Siegel(10)	140,308	—	*
John Micek III(11)	47,439	—	*
Greg Divis(12)	39,536	—	*
Jiahao Qiu(13)	181	—	*
All executive officers and directors as a group (9 persons)(14)	1,848,144	9.83	%

The number of shares of our common stock to be outstanding after this offering is based on 4,910,402 shares of our voting common stock and no shares of our non-voting common stock outstanding as of July 10, 2026, and excludes the following:

* Less• ~~than~~68,593 1%shares of common stock issuable upon exercise of warrants outstanding, with a weighted-average exercise price of $141.91;

~~(1) Represents~~• ~~(i) 449~~7,~~584~~484 shares of ~~Common Stock issued to Ionic Ventures, LLC (“Ionic”) and (ii) 4,422,924 shares of~~ common stock issuable upon ~~conversion~~exercise of ~~Series B~~pre-funded ~~Convertible~~warrants Preferred Stock. The Series B Convertible Preferred Stock held by Ionic may be exercised only to the extent that the total number of shares of common stock then beneficially owned by Ionic does not exceed 9.99% of the outstanding ~~shares of our common stock. The address for the reporting person is 5328 Yacht Haven Grande, Box#15/Suite C201, St. Thomas, VI 00802.~~;

12• 5,293 shares of common stock issuable upon exercise of outstanding options under the 2014 Stock Incentive Plan, with a weighted-average exercise price of $205.44;

~~Table~~• 10,591 shares of ~~Contents~~common stock that remain available for grant under the 2014 Stock Incentive Plan and 469 shares of Common Stock that remain available under the 2020 Employee Inducement Plan; and

~~(2) Represents~~• ~~(i) 1~~4,~~441,665~~573 shares of ~~Common Stock, of which 1,263,094 shares were issued to Rogers Family Trust, UTD 01/21/1981 and 178,571 shares were issued to Roy and Ruth Rogers Unitrust, UTD 09/28/1989 and (ii) 304,167 shares of~~ common stock issuable upon ~~exercise~~vesting of ~~warrants~~outstanding ~~held~~restricted by Rogers Family Trust, UTD 01/21/1981. Roy L. Rogers is the trustee of the Rogers Family Trust, UTD 01/21/1981 and Roy and Ruth Rogers Unitrust, UTD 09/28/1989. Such purchase warrants may be exercised only to the extent that the total number of shares of common stock ~~then~~unit ~~beneficially~~awards ~~owned~~(“RSUs”) byunder ~~Rogers does not exceed 9.99% of~~ the ~~outstanding~~2014 ~~shares~~Stock ofIncentive ~~our common stock~~Plan. ~~The address for the reporting person is 27927 Briones Way, Los Altos, CA 94022.~~

~~(3) Represents~~Unless ~~(i) 1,431,460~~otherwise ~~shares of Series B-2 Preferred Stock issued to Oasis as converted and (ii) a warrant exercisable for 2~~indicated,~~648~~ ~~shares~~all ofinformation ~~Common~~in ~~Stock.~~this prospectus ~~The~~assumes ~~address~~no ~~for~~exercise ~~the~~or ~~reporting~~settlement ~~person is 208 Ponce de Leon Ave Ste 1600, San Juan, Puerto Rico 00918. The Series B-2 Preferred Stock held by Oasis may be converted into common stock only to the extent that the total number~~ of ~~shares of common stock then beneficially owned by Oasis does not exceed 9.99% of the~~ outstanding ~~shares~~options ofor ~~our common stock~~warrants.

~~(4) Represents (i) 259,041 shares of Common Stock, of which 194,281 shares were issued to Bryan Ezralow 1994 Trust u/t/d~~ 12~~/22/1994,~~ of which Mr. Ezralow is the sole trustee, and of which 64,760 shares were issued to EZ MM&B Holdings, LLC (“EZ MM&B”), where Mr. Ezralow is the sole trustee of one of the trusts that is a manager of EZ MM&B and a co-trustee and manager, respectively, of the two trusts and limited liability company that comprise the managing members of one of the other managers of EZ MM&B, shares voting and dispositive power over such shares, and thus may be deemed to beneficially own such shares, (ii) Bridge Warrants exercisable into 500,000 shares of Common Stock, (iii) Series 1 Warrants, exercisable into 259,041 shares of Common Stock, and (iv) Series 2 Warrants, exercisable into 259,041 shares of Common Stock. The address for the reporting person is 23622 Calabasas Road, Suite 200, Calabasas, CA 91302.

(5) RepresentsTable (i) 32 shares of Common Stock (ii) 455,099 shares of Common Stock issuable to Ms. Conte under stock options that are exercisable or will become exercisable in the 60 days subsequent to March 26, 2020, and (iii) Bridge Warrants exercisable into 37,500 shares of Common Stock. The weighted average exercise price of the 455,099 stock options is $11.46.Contents

~~(6) Represents~~RISK ~~(i) 6~~FACTORS shares of Common Stock and (ii) 151,860 shares of Common Stock issuable to Dr. King under stock options that are exercisable or will become exercisable in the 60 days subsequent to March 26, 2020. The weighted average exercise price of the 151,860 stock options is $11.81.

(Investing in our securities involves risks. Before purchasing the securities offered by this prospectus you should carefully read the risk factors incorporated by reference in this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 7~~) Represents~~, 932026,~~099~~ ~~shares~~our ofQuarterly ~~Common~~Report ~~Stock~~on ~~issuable~~Form to10-Q ~~Mr.~~for the period ending March ~~Wolin~~31, ~~under~~2026 ~~stock~~filed ~~options~~with the SEC on May 20, 2026, as well as the risks, uncertainties and additional information set forth in the other documents incorporated by reference in this prospectus that ~~are~~we ~~exercisable~~file orwith ~~will~~the ~~become~~SEC ~~exercisable~~after the date of this prospectus and which are deemed incorporated by reference in this prospectus, and the 60information ~~days~~contained ~~subsequent~~in toany ~~March~~applicable 26prospectus supplement. For a description of these reports and documents, ~~2020~~and information about where you can find them, see “Incorporation of Certain Information by Reference.” The ~~weighted~~risks ~~average~~and ~~exercise~~uncertainties ~~price~~we ofdiscuss in this prospectus and in the 93documents incorporated by reference in this prospectus are those that we currently believe may materially affect our company. Additional risks not presently known,~~099~~ ~~stock~~or ~~options~~currently isdeemed $1immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects.~~84.~~

~~(8) Represents~~The ~~28,599~~issuance of shares ofupon ~~Common~~redemption ~~Stock~~of ~~issuable~~the toSeries ~~Ms. Lizak~~P ~~under~~Preferred ~~stock~~Stock, ~~options~~payment ~~that~~of ~~are~~the ~~exercisable~~Dividends oraccrued ~~will~~on ~~become~~outstanding shares ~~exercisable~~of inSeries ~~the~~P ~~60 days~~Preferred ~~subsequent~~Stock, toexercise ~~March~~of ~~26,~~the ~~2020.~~Commencement ~~The~~Pre-Funded ~~weighted~~Warrants ~~average~~may ~~exercise~~cause ~~price~~immediate ofand ~~the~~substantial ~~28,599~~dilution ~~stock~~to ~~options~~our isexisting $1stockholders.~~56.~~

~~(9) Represents~~We ~~(i) 181,618~~are ~~shares~~registering ~~of Common Stock~~5, ~~(ii) 92~~522,~~953~~551 shares of ~~Common~~our ~~Stock~~common ~~issuable to Mr. Bochnowski under~~ stock ~~options~~(including ~~that~~the ~~are~~Commitment ~~exercisable~~Shares) orunder ~~will~~this ~~become~~prospectus. ~~exercisable~~As inof ~~the~~July ~~60 days~~10, ~~subsequent~~2026, tothere were ~~March 26~~4, ~~2020~~910,402 ~~and~~shares ~~(iii) Bridge~~of ~~Warrants~~common ~~exercisable~~stock ~~into~~outstanding. ~~579,914~~If ~~shares~~all of ~~Common~~the ~~Stock.~~5,522,551 ~~All~~shares ~~securities~~of ~~other~~our ~~than~~common stock ~~options~~offered ~~are~~for ~~held~~resale by the ~~Bochnowski~~Selling ~~Family~~Stockholders ~~Trust.~~under ~~Mr. Bochnowski~~this isprospectus awere ~~co-trustee~~issued and ~~beneficiary~~outstanding as of ~~such~~July ~~trust~~10, ~~and~~2026, such shares ~~voting~~would ~~and~~represent in ~~investment~~excess ~~control~~of ~~over~~52.93% ~~such~~of total number of shares ~~with~~of ~~his~~our ~~spouse~~common stock outstanding. ~~The~~Such ~~weighted~~issuance ~~average~~of ~~exercise~~shares ~~price~~will ofresult ~~the~~in ~~92,953~~dilution ~~stock~~to ~~options~~the isinterests ~~$16~~of other stockholders.~~89.~~

~~(10) Represents~~Substantial ~~(i) 13,276~~future ~~shares~~sales ofor ~~Common~~other ~~Stock,~~issuances ~~(ii) 67,247 shares~~ of ~~Common~~our ~~Stock~~common ~~issuable to Mr. Siegel under~~ stock ~~options~~could ~~that~~depress ~~are exercisable or will become exercisable in~~ the ~~60 days~~market ~~subsequent~~for toour ~~March~~common ~~26, 2020, and (iii) Bridge Warrants exercisable into 59,785 shares of Common Stock. The weighted average exercise price of the 67,247~~ stock ~~options is $4~~.~~61.~~

~~(11) Represents~~Sales 47of a substantial number of shares of our common stock and any future sales of a substantial number of shares of common stock in the public market,~~439~~ including the issuance of shares or any shares issuable upon redemption of ~~Common~~the shares of Series P Preferred Stock ~~issuable~~or toexercise ~~Mr. Micek~~of ~~under~~the ~~stock~~pre-funded ~~options~~warrants and the issuance of the Dividend Shares, or the perception by the market that ~~are~~those ~~exercisable~~sales could occur, could cause the market price of our common stock to decline or ~~will~~could ~~become~~make ~~exercisable~~it more difficult for us to raise funds through the sale of equity and equity-related securities in the ~~60 days~~future ~~subsequent~~at a totime ~~March 26~~and price that our management deems acceptable, ~~2020~~or at all. ~~The~~In ~~weighted~~addition, ~~average~~as ~~exercise~~opportunities ~~price~~present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock or common stock, which could also depress the 47market for our common stock. We cannot predict the effect,~~439~~ if any, that market sales of those shares of common stock ~~options~~or isthe ~~$16~~availability of those shares for sale will have on the market price of our common stock.~~39.~~

~~(12) Represents~~Holders ~~39,536~~of ~~shares~~our ofPreferred ~~Common~~Shares ~~Stock~~are ~~issuable~~entitled to ~~Mr. Divis~~certain payments under ~~stock~~the ~~options~~Certificate ~~that~~of ~~are~~Designation ~~exercisable~~that ormay ~~will~~be ~~become~~paid ~~exercisable~~ in ~~the 60 days subsequent to March 26~~cash, ~~2020.~~which ~~The~~may require ~~weighted~~the ~~average~~expenditure ~~exercise price~~ of ~~the~~a ~~39,536~~substantial ~~stock~~portion ~~options~~of isour $3cash resources.~~85.~~

~~(13) Represents~~The ~~181~~holders ~~shares~~ of ~~Common~~the ~~Stock~~Preferred ~~issuable~~Shares are entitled to dividends ~~Mr. Qui~~of ~~under~~8% ~~stock~~per ~~options~~annum, ~~that~~which are ~~exercisable~~payable orquarterly ~~will~~in ~~become~~arrears ~~exercisable~~on in the ~~60 days~~first ~~subsequent~~trading today ~~March 26,~~of ~~2020.~~each ~~The~~fiscal ~~weighted~~quarter ~~average~~(each, ~~exercise~~a ~~price~~“Dividend ofDate”), ~~the~~in ~~181~~shares of common stock ~~options~~so long as the Equity Condition is ~~$956~~satisfied on the Dividend Date, or in cash, at the election of the Company.~~02.~~

~~(14) See~~The ~~notes~~“Equity Condition”, as defined in the Certificate of Designation, means that so long as any shares of Series P Preferred Stock remain outstanding, the Company shall, among others, (5i) -with ~~(13).~~respect to an given date of determination, all shares of common stock to be issued in connection with the event requiring this determination, as applicable, shall be eligible for sale pursuant to an effective registration statement or in compliance with Rule 144 without the need for registration under any applicable federal or state securities laws,

~~DILUTION~~ and the Company shall be current in the filing of its periodic reports with the SEC; (ii) the common stock is listed or designated for quotation (as applicable) on a Trading Market (as defined in the Certificate of Designation) and shall not have been suspended from trading on a Trading Market nor shall delisting or suspension by a Trading Market have been threatened or reasonably likely to occur or pending; (iii) no holder of the Preferred Shares shall be in possession of any material, non-public information provided to any of them by the Company, any of its subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (iv) on each date of determination, the Company otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; and (v) there shall not have occurred and there shall not exist a Triggering Event (as defined in the Certificate of Designation) or an event that with the passage of time or giving of notice would constitute a Triggering Event.

IfIn ~~you~~addition, ~~invest~~ in ~~our~~the ~~common~~event ~~stock~~of ina ~~this~~Mandatory ~~offering,~~Redemption ~~your~~or ~~ownership~~an ~~interest~~Optional Redemption ~~will~~(both beterms ~~immediately~~as ~~diluted~~defined toin the ~~extent~~Certificate of Designation), the ~~difference~~Company ~~between~~has the ~~public~~discretion ~~offering~~to ~~price~~redeem ~~per~~the ~~share~~Preferred Shares either in cash or in such number of ~~our~~shares of common stock ~~and~~equal to the asquotient ~~adjusted~~obtained ~~net~~by ~~tangible~~dividing ~~book~~(i) the Liquidation ~~value~~Amount ~~per~~by ~~share~~(ii) the greater of ~~our~~(x) the ~~common~~Minimum ~~stock~~Price ~~immediately~~as ~~after~~of ~~this~~the ~~offering~~applicable redemption notice date and (y) the Floor Price.

AsIf ofwe ~~December 31,~~are ~~2019,~~required ~~our~~to ~~historical~~or ~~net~~elect ~~tangible~~to ~~book~~make ~~value~~such ~~was~~payments ~~$(15.4)~~in ~~million~~cash and do not have sufficient cash resources to make these payments, we may need to raise additional equity or ~~$(1~~debt capital, and we cannot provide any assurance that we will be successful in doing so.~~07)~~ ~~per~~If ~~share~~we ofare ~~common~~unable ~~stock~~to ~~(based~~raise ~~upon~~sufficient 14capital to meet our payment obligations,~~311~~ we may need to delay,~~443~~ ~~outstanding~~reduce ~~shares~~or eliminate certain research and development programs or other operations, sell some or all of ~~common~~our ~~stock).~~assets ~~Our~~or ~~historical~~merge ~~net~~with ~~tangible~~another ~~book~~entity. ~~value~~Our ~~per~~ability ~~share~~to ~~represents~~make payments due to the ~~amount~~holders of our ~~total~~Preferred ~~tangible~~Shares ~~assets~~using ~~less~~cash ~~total~~is ~~liabilities~~also ~~divided~~limited by the ~~14,311,443~~amount ~~shares~~ of ~~common~~cash ~~stock~~we ~~outstanding~~have on hand at the time such payments are due as well as certain provisions of ~~December 31,~~the ~~2019~~Delaware General Corporation Law (the “DGCL”).

~~Our~~Under ~~pro~~the Preferred ~~forma~~Stock ~~net~~Purchase ~~tangible book value as of March 26~~Agreement, ~~2019~~we ~~would~~are ~~have~~subject ~~been~~to ~~approximately~~certain ~~$(13.6)~~restrictive ~~million,~~covenants orthat ~~$(0.74)~~may ~~per~~make ~~share~~it ofdifficult ~~common stock (based upon 18,324,578 outstanding shares of common stock), after giving effect~~ to ~~(i)~~procure ~~the~~additional issuance of 499,890 shares of common stock upon conversion of Series B-2 convertible preferred stock in January 2020, (ii) the issuance of 458,022 shares of common stock upon a concurrent repricing and exercise of Series 2 warrants for $317,000 in February 2020, (iii) the issuance of 90,940 shares of common stock upon a concurrent repricing and exercise of warrants for $55,000 in March 2020, (iv), the issuance of 1,250,000 shares of common stock upon a concurrent repricing and exercise of warrants for $653,400 in March 2020 and (v) the issuance of 1,714,283 shares of common stock in a PIPE financing ~~for $720,000 in March 2020 (collectively, the “pro forma adjustments”)~~.

~~After~~The ~~giving~~Preferred ~~effect~~Stock toPurchase ~~(i)~~Agreement ~~the~~contains, ~~pro~~among ~~forma~~others, ~~adjustments~~the ~~described~~following ~~above,~~covenants: (iiA) until ~~the~~180 ~~sale~~days byfollowing usthe ofdate ~~4,587,155~~on ~~shares~~which this ofregistration ~~common~~statement ~~stock~~is ~~pursuant~~declared toeffective, ~~the~~we ~~Equity~~may ~~Purchase~~not ~~Agreement~~issue, atoffer, asell, ~~price~~grant ofany ~~$0.44~~option ~~per~~or ~~share~~right ~~and~~to ~~(iii)~~purchase, ~~after~~or ~~deducting~~otherwise ~~the~~dispose ~~estimated~~of ~~offering~~(or ~~expenses~~announce ofany 68issuance,~~807~~ ~~shares~~offer, ~~of common stock and $45~~sale,~~262~~ ~~payable~~grant byof ~~us,~~any ~~our~~option ~~pro~~or ~~forma~~right asto ~~adjusted~~purchase ~~net~~or ~~tangible~~other ~~book~~disposition of) ~~value~~any ~~after~~equity ~~this~~security ~~offering~~or ~~would~~any ~~have~~equity-linked ~~been~~or ~~approximately~~related ~~$(11.7) million~~security, orand $(~~0.51~~B) until ~~per~~180 ~~share~~days offollowing ~~common~~the ~~stock.~~Closing ~~This~~Date, ~~amount~~the ~~represents~~Company anmust ~~immediate~~provide ~~increase~~the inholders ~~net tangible book value~~ of ~~$0.56~~the ~~per~~Preferred ~~share~~Shares tothe ~~existing~~opportunity ~~stockholders and an immediate dilution of $0.95 per share~~ to ~~purchasers~~participate in ~~this~~any ~~offering.~~subsequent ~~The~~securities offerings ~~following~~by ~~table~~it. ~~illustrates the dilution on a per share basis:~~

Public offering price per share				$	0.44
Historical net tangible book value per share as of December 31, 2019	$	(1.07	)
Pro forma Increase in net tangible book value per share attributable to pro forma events	$	0.33
Pro forma net tangible book value per share as of March 26, 2019	$	(0.74	)
Increase in pro forma net tangible book value per share attributable to this offering	$	0.23
Pro forma as adjusted net tangible book value per share after this offering				$	(0.51	)
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering				$	0.95

•

Except for certain Exempted Issuance, so long as a Selling Stockholder beneficially owns any shares of Series P Preferred Stock, the Company will not, without the prior written consent of such Selling Stockholder, issue any Preferred Shares and the Company shall not issue any other securities that would cause a breach or default under the Certificate of Designation. The Company agrees that for the Restricted Period (as defined in the Preferred Stock Purchase Agreement), neither the Company nor any of its subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined in the Preferred Stock Purchase Agreement), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”).

~~The~~• ~~dilution~~Until ~~information~~the ~~set~~earlier ~~forth~~of in270 ~~the~~days ~~table~~after ~~above~~the isclosing ~~illustrative~~under ~~only~~the ~~and~~Preferred ~~will~~Stock bePurchase ~~adjusted~~Agreement, ~~based~~or, onno ~~the~~Preferred ~~actual~~Shares ~~public~~remain ~~offering~~outstanding, ~~price~~the Company and ~~other~~each ~~terms~~subsidiary ofshall ~~this~~be ~~offering~~prohibited ~~determined at pricing.~~from

~~The~~14 number of shares of our common stock to be outstanding after this offering is based on 22,942,158 shares of our voting common stock and 40,301,237 (38,382 shares of non-voting common stock on an as converted basis) shares of our non-voting common stock outstanding as of March 26, 2020, and excludes the following:

· 17,622,930Table shares of common stock issuable upon exercise of warrants outstanding as of March 26, 2020, with a weighted average exercise price of $1.92 per share;Contents

~~· 473,565~~effecting ~~shares~~or ofentering ~~common~~into ~~stock~~an ~~issuable~~agreement ~~upon~~to ~~conversion~~effect ofany ~~5,524,926~~Subsequent ~~outstanding~~Placement ~~Series A~~involving ~~redeemable~~a ~~convertible~~Variable ~~preferred~~Rate ~~shares~~Transaction (as ofdefined ~~March 26,~~in ~~2020~~the Preferred Stock Purchase Agreement), unless such transaction is with ana ~~effective~~Selling ~~conversion~~Stockholder ~~ratio~~or ofits ~~$19.425~~affiliate ~~per~~or ~~common~~an ~~share;~~Exempted Issuance.

~~· 4~~• So long as any Preferred Shares remain outstanding,~~422,924~~ ~~shares~~the ofCompany ~~common~~irrevocably ~~stock~~grants ~~issuable~~to ~~upon~~the ~~conversion~~Selling Stockholders a right of 1first refusal with respect to the Company entering into any “equity line” transactions,~~971~~ ~~outstanding~~such ~~Series B~~that ~~convertible~~prior ~~preferred~~to ~~shares~~entering asinto ofan ~~March 26~~such transaction with a third-party, ~~2020~~the Company must first notify the Selling Stockholders in writing of the bona fide other offer from the third-party, ~~with~~and provide to the Selling Stockholders the opportunity to enter into an ~~effective~~agreement ~~conversion~~with ~~ratio~~the ofCompany ~~$0.01~~on ~~per~~materially ~~common~~similar ~~share;~~terms.

~~· 1,431,460~~• ~~shares~~At ofany ~~common~~time ~~stock~~that ~~issuable~~any ~~upon~~of ~~conversion~~the ofPreferred ~~7,534~~Shares remain outstanding, ~~Series B-2~~any ~~convertible~~Subsequent ~~preferred~~Placement ~~shares~~(except asfor ofany ~~March 26,~~Exempted ~~2020,~~Issuance) ~~with~~of anthe ~~effective~~Company ~~conversion~~or ~~ratio~~any of ~~$0.01~~its ~~per~~subsidiaries ~~common~~is ~~share;~~subject to the Selling Stockholders’ participation rights as set forth in the Preferred Stock Purchase Agreement.

~~· 399~~• ~~shares~~For ofso ~~common~~long ~~stock~~as ~~issuable~~any ~~upon~~Preferred ~~exercise~~Shares ofremain outstanding, ~~options~~the asCompany ofshall ~~March 26~~not, ~~2020~~in any manner, enter into or affect any issuance or sale of securities of the Company which are issued ~~under~~or sold or deemed to have been granted, issued or sold for a consideration per share of common stock (the ~~2013~~“New ~~Plan~~Issuance Price”, ~~with~~and such issuance, a ~~weighted~~“Dilutive ~~average~~Issuance”) ~~exercise~~if ~~price~~the effect of ~~$3,244.00~~such ~~per~~Dilutive ~~share;~~Issuance is to cause the Company to be required to issue upon conversion of any Preferred Shares any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Preferred Shares without breaching the Company’s obligations under the rules or regulations of the Principal Market.

~~· 4~~• So long as any Preferred Shares remain outstanding,~~515~~ upon any issuance by the Company or any of its subsidiaries,~~117~~ ~~shares~~except for an Exempt Issuance, of ~~common~~any ~~stock~~security ~~issuable~~with ~~upon~~any ~~exercise~~term more favorable to the holder of ~~outstanding~~such ~~options~~security asor with a term (including without limitation any conversion price) in favor of ~~March 26~~the holder of such security that was not similarly set forth in the Transaction Documents or the Certificate of Designation or provided to the holders of Preferred Shares (other than a future financing with C/M Capital Partners, ~~2020~~LP, ~~issued~~one ~~under~~of the ~~2014~~Selling ~~Plan~~Stockholders), ~~with~~then the Company shall notify the Selling Stockholders of such additional or more favorable term and such term, at the Selling Stockholders’ option, shall become, and the Company shall take all action necessary such that the term becomes, a ~~weighted~~part ~~average~~of ~~exercise~~the ~~price~~Transaction Documents (including without limitation, the Certificate of $4Designation) with the Selling Stockholders, or the Selling Stockholders may exchange Preferred Shares in their entirety for such security.48 The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share;, and warrant coverage.

~~· 74~~If ~~shares~~we ofrequire ~~common~~additional ~~stock~~funding ~~issuable~~while ~~upon~~these ~~exercise~~restrictive ofcovenants ~~outstanding~~remain ~~inducement~~in ~~options~~effect, aswe may ofbe ~~March 26~~unable to effect a financing transaction on terms acceptable to us, ~~2020~~or at all, ~~issued~~while ~~under~~also remaining in compliance with the ~~2014~~terms ~~Plan~~of the Preferred Stock Purchase Agreement, ~~with~~or we may be forced to seek a ~~weighted-average~~waiver ~~exercise~~from ~~price~~the ofSelling ~~$122.50~~Stockholders, which ~~per~~they ~~share;~~are not obligated to grant to us.

~~· 158,826~~15 ~~shares of common stock reserved for future issuance under the 2014 Stock Incentive Plan as of March 26, 2020; and~~

· 5,613Table shares of common stock issuable upon vesting of outstanding restricted stock unit awards, or RSUs, as of March 26, 2020.Contents

14THE PREFERRED STOCK FINANCING

~~Table~~On June 9, 2026, we entered into securities purchase agreements (each a “Preferred Stock Purchase Agreement” and collectively, the “Preferred Stock Purchase Agreements”) with the Selling Stockholders, pursuant to which we agreed to issue and sell to the Selling Stockholders in a private placement an aggregate of ~~Contents~~240 shares (the “Preferred Shares”) of Series P Preferred Stock of the Company for an aggregate purchase price of $2 million (the “Preferred Stock Financing”). The Preferred Stock Financing closed June 9, 2026. We intend to use the proceeds from the Preferred Stock Financing for general corporate purposes, subject to the restrictions set forth in the Preferred Stock Purchase Agreements.

~~SELLING~~In ~~STOCKHOLDER~~consideration for the Selling Stockholders’ execution and delivery of the Preferred Stock Purchase Agreements, we agreed to issue to the Selling Stockholders within one trading day after the filing date of the Preferred Registration Statement (as defined hereunder) pre-funded warrants (the “Commencement Pre-Funded Warrants”), exercisable to purchase up to an aggregate number of shares of common stock equal to $72,000 divided by the greater of (i) the average VWAP of the common stock over the five trading day period immediately preceding the filing of the initial Registration Statement, and (ii) 20% of the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)(1)(A)) of common stock on the execution date of the Preferred Stock Purchase Agreements. The shares of common stock issuable upon exercise of the Commencement Pre-Funded Warrants will be included in the Preferred Registration Statement.

The ~~shares~~Preferred ~~of Common~~ Stock ~~being~~Purchase ~~offered~~Agreements byinclude ~~the~~representations, ~~Selling~~warranties, ~~Stockholder~~and ~~are~~covenants ~~those~~customary ~~shares~~for ~~previously~~a ~~issued~~transaction ~~to the Selling Stockholder. For additional information regarding the issuance~~ of ~~those~~this ~~shares of Common Stock see “Prospectus Summary—Description of the Issuance of Shares” above~~type. ~~We are registering shares of Common Stock in order to permit the Selling Stockholder to offer the shares for resale from time to time.~~

~~The~~From ~~following~~and ~~table~~after ~~sets~~the ~~forth:~~date of the first issuance of any shares of the Series P Preferred Stock (the “Original Issue Date”), each outstanding share of Series P Preferred Stock shall commence accruing dividends (“Dividends”) on the Stated Value of each share of Series P Preferred Stock (which is $10,000) at the rate of 8% per year. Dividends shall be payable in arrears on the first trading day of each fiscal quarter (each, a “Dividend Date”). Dividends shall be payable on each Dividend Date, to each record holder of shares of Series P Preferred Stock (each a “Holder” and collectively, the “Holders”) on the applicable Dividend Date, in shares of common stock (“Dividend Shares”) so long as the Equity Condition (as defined in the Certificate of Designation) is satisfied on the Dividend Date, or in cash, at the election of the Company. Dividends to be paid on a Dividend Date in Dividend Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share) of common stock equal to the quotient obtained by dividing (i) the amount of Dividend payable on such Dividend Date less any cash dividend by (ii) the greater of (x) the Minimum Price (as defined in the Certificate of Designation) on the Dividend Date and (y) $0.546, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock (the “Floor Price”).

· Pursuant to the ~~Selling~~terms ~~Stockholder~~of the Certificate of Designation, no later than two trading days following receipt by the Company of the net proceeds from any put request made by the Company pursuant to that certain common stock purchase agreement dated June 9, 2026, entered into by and ~~other~~between ~~information~~the ~~regarding~~Company and one of the ~~beneficial~~Selling ~~ownership~~Stockholders, establishing an equity line of credit of up to $40 million (the “ELOC Agreement”), the Company shall redeem shares of ~~Common~~Series P Preferred Stock outstanding at such time, at a per share redemption price equal to the Liquidation Amount (as defined in the Certificate of Designation) and an aggregate redemption price equal to not less than 10% of such proceeds, to be paid, at the Company’s sole discretion, in cash or in such number of shares of common stock (the “Mandatory Redemption Shares”) equal to the quotient obtained by dividing (i) the ~~Selling~~Liquidation ~~Stockholder;~~Amount by (ii) the greater of (x) the Minimum Price as of the date that the Mandatory Redemption Notice (as defined in the Certificate of Designation) is delivered by the Company to the Holders and (y) the Floor Price (the “Mandatory Redemption Ratio”).

· The Company, at the ~~number~~option of ~~shares~~its board of directors, ~~Common~~or ~~Stock~~any ~~beneficially~~duly ~~owned~~authorized bycommittee ~~the~~thereof, ~~Selling Stockholder~~may, ~~based~~at onany ~~their~~time ~~ownership~~after of the ~~shares~~Original ofIssue ~~Common Stock~~Date, ~~as of March 26~~redeem, ~~2020,~~in ~~without~~whole ~~regard~~or toin ~~any~~part, ~~limitations~~the onshares ~~exercises~~of ~~prior~~Series toP ~~the~~Preferred ~~sale~~Stock ofat the ~~shares~~time ~~covered by this prospectus;~~

~~· the~~16 ~~number of shares that may be offered by the Selling Stockholder pursuant to this prospectus;~~

· theTable number of shares to be beneficially owned by the Selling Stockholder and their affiliates following the sale of any shares covered by this prospectus; andContents

· outstanding, at a redemption price equal to the ~~percentage~~Liquidation ofAmount ~~our~~per ~~issued~~share, ~~and~~with ~~outstanding~~the ~~Common~~redemption ~~Stock~~price to be ~~beneficially~~paid, ~~owned~~at by the ~~Selling~~Company’s ~~Stockholder~~sole ~~and~~discretion, ~~their~~in ~~affiliates~~cash ~~following~~or ~~the~~in ~~sale~~such number of ~~all~~ shares ~~covered~~of common stock (the “Optional Redemption Shares”) equal to the quotient obtained by ~~this~~dividing ~~prospectus,~~(i) the ~~based~~Liquidation onAmount by (ii) the ~~Selling~~greater ~~Stockholder’s~~of ~~ownership~~(x) the Minimum Price as of ~~Common~~the ~~Stock~~date that the Optional Redemption Notice (as defined in the Certificate of ~~March~~Designation) is delivered by the Company to the Holders and (y) ~~26,~~the ~~2020~~Floor Price (the “Optional Redemption Ratio”).

~~This~~In ~~prospectus~~addition, ~~generally~~pursuant ~~covers~~to the Preferred Stock Purchase Agreements, we entered into a registration rights agreement with the Selling Stockholders (ithe “Preferred Registration Rights Agreement”), pursuant to which we are required to file a registration statement on Form S-1 (the “Preferred Registration Statement”) within 30 days after the execution date of the Preferred Registration Rights Agreement, to register the resale of (i) all ~~shares~~of ~~received~~the byRedemption ~~the~~Shares ~~Selling~~that ~~Stockholder~~may, infrom ~~connection~~time ~~with~~to ~~the~~time, ~~transactions~~be ~~contemplated~~issued byor become issuable to the ~~Equity~~Investors under the Preferred Stock Purchase ~~Agreement~~Agreements and the related Transaction Documents (as defined therein) (without regard to any limitation or restriction on purchases), (ii) ~~esale~~the shares of common stock issued or issuable upon exercise of the Pre-Funded Warrants (as defined in the Preferred Stock Purchase Agreements) (the “Warrant Shares”), and (iii) any and all shares of ~~Common~~capital ~~Stock~~stock ~~that~~issued ~~are~~or issuable ~~upon~~with ~~conversion~~respect byto the ~~Selling~~Redemption Shares ~~Stockholder~~or Warrant Shares as a result of ~~the~~any ~~Company’s~~stock ~~Series~~split, ~~B-2~~stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Preferred Stock Purchase Agreements or the Transaction Documents. We shall use our commercially reasonable efforts to have the Preferred Registration Statement declared effective by the SEC at the earliest practicable date.

~~The~~We ~~Selling~~also ~~Stockholder~~agreed ~~may~~to ~~sell~~other ~~all,~~customary ~~some~~obligations orregarding ~~none~~registration, ofincluding ~~its~~indemnification ~~shares~~and inmaintenance ~~this~~of ~~offering.~~the ~~See~~effectiveness ~~“Plan~~ of ~~Distribution~~the registration statement.”

	Number of shares of Beneficially Owned Prior to		Maximum Number of shares of Common Stock to be Sold Pursuant to this		Number of shares of Common Stock Beneficially Owned After Offering(1)(2)
Name of Selling Stockholder	Offering(1)		Prospectus		Number	Percent(3)
Oasis Capital, LLC	1,434,608	(3)	6,018,615	(4)	3,158	—	*

Pursuant to the terms of the Preferred Stock Purchase Agreements and the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series P Non-Convertible Preferred Stock (the “Certificate of Designation”), until the stockholder approval (as defined in the Preferred Stock Purchase Agreements and the Certificate of Designation, respectively) (the “Stockholder Approval for the Preferred Stock Financing”) is obtained, we shall not issue any shares of common stock upon redemption and/or exchange of the Preferred Shares, to the extent that after giving effect thereto, the aggregate number of shares of common stock that would be issued pursuant to the Preferred Stock Purchase Agreements and the Transaction Documents would exceed 19.99% of the number of shares of common stock issued and outstanding immediately prior to the execution of the Preferred Stock Purchase Agreements. As previously reported, we reconvened our Annual Meeting on June 8, 2026 and obtained, among others, the Stockholder Approval for the Preferred Stock Financing.

* LessThere ~~than~~are 1%substantial risks to our stockholders as a result of the sale and issuance of common stock to the Selling Stockholders under the Preferred Stock Purchase Agreement, including but not limited to the following: substantial dilution, significant declines in our stock price and our inability to draw sufficient funds when needed. See “Risk Factors.” The issuance of our shares of common stock to the Selling Stockholders pursuant to the Preferred Stock Purchase Agreements and the Certificate of Designation will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares of common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of common stock after any such issuance.

~~(1) Beneficial~~17 ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to shares of Common Stock. Shares of Common Stock subject to options and warrants exercisable, or exercisable within 60 days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any person.

(2) AssumesTable that each Selling Stockholder sells all shares of Common Stock registered under this prospectus held by such Selling Stockholder.Contents

~~(3) Represents~~The ~~(i) 1,431,460~~following ~~shares~~table ofsets ~~Common~~forth ~~Stock~~the ~~issuable~~amount ~~upon conversion~~ of ~~Series B-2~~dilution, ~~Preferred~~assuming ~~Stock~~full ~~issued~~redemption ~~to Oasis Capital and (ii) a warrant exercisable for 2,648 shares~~ of ~~Common Stock. The address for~~ the ~~reporting person is 208 Ponce de Leon Ave Ste 1600, San Juan, Puerto Rico 00918. The~~ Series ~~B-2~~ P Preferred Stock ~~held~~in ~~by Oasis may be converted into common stock only to the extent that the total number of~~ shares of ~~common stock then beneficially owned by Oasis does not exceed 9.99% of the outstanding shares of~~ our common stock~~. We (x) may elect in our sole discretion to sell to Oasis Capital up to 4~~,~~587,155~~ ~~shares~~if ~~under~~we ~~the Equity Purchase Agreement and (y) will~~ issue ~~68,807 commitment shares~~ to ~~Oasis~~the ~~Capital~~Selling ~~upon~~Stockholders ~~receipt~~the ofRedemption ~~shareholder~~Shares ~~approval,~~at ~~but~~various ~~Oasis~~redemption ~~Capital~~prices: ~~does not presently beneficially own those shares described in clauses (x) and (y) as determined in accordance with the rules of the SEC.~~

(4) Represents the amount of Common Stock issuable pursuant to the Purchase Agreements.


Assumed Purchase Price Per Share	Aggregate Liquidation Amount(1)		Number of Redemption Shares to be Issued if Full Redemption(2)		Percentage of Outstanding Shares After Giving Effect to the Full Redemption(3)
$0.546(4)	$	2,400,000.00		4,395,605		47.23	%
$1.00	$	2,400,000.00		2,400,000		32.83	%
$1.50	$	2,400,000.00		1,600,000		24.58	%
$2.00	$	2,400,000.00		1,200,000		19.64	%

15(1) Assumes no Dividend accrued.

~~Table~~(2) ofExcludes ~~Contents~~the Commencement Shares issuable to the Selling Stockholders for which no proceeds would be received by us.

~~PLAN~~(3) OFThe ~~DISTRIBUTION~~denominator is based on 4,910,402 shares outstanding as of July 10, 2026 adjusted to include the issuance of the number of Redemption Shares set forth in the adjacent column that we would have issued to the Selling Stockholders, assuming full redemption of all shares of Series P Preferred Stock issued.

~~The~~(4) ~~Selling~~Equal ~~Stockholder may, from time~~ to ~~time, sell any or all of shares of our Common Stock covered hereby on~~ the ~~Nasdaq~~Floor ~~Stock~~Price ~~Market~~as orset ~~any~~forth ~~other stock exchange, market or trading facility on which the shares are traded or~~ in ~~private transactions. The Selling Stockholder may sell all or a portion of~~ the ~~shares~~Certificate ~~being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time~~ of ~~sale, at varying prices or at negotiated prices~~Designation. ~~The Selling Stockholder may use any one or more of the following methods when selling shares:~~

~~· on~~18 ~~any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;~~

· inTable theof over-the-counter market;Contents

~~· in~~USE ~~transactions~~OF ~~otherwise~~PROCEEDS ~~than on these exchanges or systems or in the over-the-counter market;~~

~~· ordinary~~This ~~brokerage~~prospectus ~~transactions~~relates to shares of our common stock that may be offered and ~~transactions~~sold infrom ~~which~~time to time by Selling Stockholders. We will not receive any proceeds from the ~~broker-dealer~~resale ~~solicits~~of ~~purchasers;~~shares of common stock by the Selling Stockholders.

~~· block~~19 ~~trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;~~

· purchasesTable byof a broker-dealer as principal and resale by the broker-dealer for its account;Contents

~~· an~~DIVIDEND ~~exchange~~POLICY ~~distribution in accordance with the rules of the applicable exchange;~~

~~· privately~~The ~~negotiated~~Company’s ~~transactions;~~dividend policy is determined by its board of directors and will depend upon a number of factors, including the Company’s financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and any credit or other contractual arrangements may then impose. The Company has not paid any cash dividends on its common stock to date and at the current time the Company does not anticipate paying a cash dividend on its common stock in the foreseeable future. Rather, the Company anticipates that it will retain earnings, if any, for use in the development of its business.

~~· in~~20 ~~transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;~~

· throughTable the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;Contents

~~· a~~THE ~~combination~~SELLING ofSTOCKHOLDERS ~~any such methods of sale; or~~

· This prospectus relates to the possible resale from time to time by the Selling Stockholders of any ~~other~~or ~~method~~all ~~permitted~~shares of our common stock that have been or may be issued by us to the Selling Stockholders under the Preferred Stock Purchase Agreement. Such shares of our common stock include (i) up to 4,395,605 shares of common stock (the “Redemption Shares”) that are issuable upon redemption of the shares of Series P Preferred Stock, which we sold and issued to the Selling Stockholders pursuant to ~~applicable~~the ~~law~~Preferred Stock Purchase Agreements, assuming at a redemption price equal to the Floor Price (as defined in the Certificate of Designation of Preferences, Rights and Limitations of Series P Non-Convertible Preferred Stock (the “Certificate of Designation”)), or upon exercise of the pre-funded warrants to purchase common stock which we may issue in lieu of the Redemption Shares in accordance with the terms of the Certificate of Designation, (ii) up to 72,000 shares of common stock (the “Commencement Shares”) that are issuable upon exercise of the pre-funded warrants to purchase common stock (the “Commencement Pre-Funded Warrants”), which have been issued by us to the Selling Stockholders as consideration for the Selling Stockholders’ execution and delivery of the Preferred Stock Purchase Agreement, and (iii) up to 1,054,946 shares of common stock (the “Dividend Shares”) that are issuable as dividends to the holders of the outstanding shares of Series P Preferred Stock at a rate of 8% per annum on the stated value of the Series P Preferred Stock over an assumed term of three years and assuming that (x) the Company elects to issue payment of dividends solely in shares of common stock during such period and (y) the number of shares of common stock issued is calculated using the Floor Price.

~~The~~As used in this prospectus, the term “Selling ~~Stockholder~~Stockholders” ~~may~~includes ~~also~~the ~~sell~~Selling Stockholders listed in the table below, and their permitted pledgees, donees, transferees, assignees, successors, designees, successors-in-interest and others who later come to hold any of the Selling Stockholders’ interests in the shares ~~under~~of ~~Rule 144~~common ~~under~~stock in accordance with the ~~Securities~~terms ~~Act,~~of ifthe ~~available~~applicable agreements governing their respective registration rights, ~~rather~~other than ~~under~~through ~~this~~a public sale. This prospectus also covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similar transactions.

~~Broker-dealers~~For ~~engaged~~additional byinformation regarding the ~~Selling~~issuance ~~Stockholder~~of ~~may~~common ~~arrange~~stock ~~for~~covered ~~other~~by ~~brokers-dealers~~this toprospectus, ~~participate~~see ~~in sales. Broker-dealers may receive commissions or discounts from~~ the ~~Selling~~section ~~Stockholder~~entitled ~~(or,~~“The ifPreferred ~~any~~Stock ~~broker-~~Financing” ~~dealer~~above. ~~acts~~We asare ~~agent~~registering ~~for~~ the ~~purchaser~~shares of ~~securities,~~common ~~from~~stock ~~the~~pursuant ~~purchaser) in amounts~~ to bethe ~~negotiated,~~provisions ~~provided~~of ~~such~~the ~~amounts~~Preferred Stock ~~are~~Purchase inAgreements ~~compliance with FINRA Rule 2121. Discounts, concessions, commissions~~ and ~~similar~~the ~~selling~~Registration ~~expenses,~~Rights ifAgreement ~~any,~~in ~~that~~order ~~can be attributed~~ to permit the ~~sale~~Selling ofStockholders ~~Common~~to ~~Stock~~offer ~~will~~the beshares ~~paid~~for byresale ~~the~~from ~~selling~~time ~~stockholder~~to ~~and/or the purchasers~~time.

~~The~~On ~~Selling~~June 9, ~~Stockholder~~2026, ~~and~~the ~~any~~Company ~~broker-dealers~~also orentered ~~agents~~into ~~that~~a ~~are~~common ~~involved~~stock inpurchase ~~selling~~agreement ~~the~~with ~~shares~~C/M ~~may~~Capital beMaster ~~deemed~~Fund, toLP be (“~~underwriters~~C/M Capital”), ~~within~~one ~~the meaning~~ of the ~~Securities~~Selling ~~Act~~Stockholders, inwhich ~~connection~~establishes ~~with~~an ~~such~~equity ~~sales.~~line ~~With respect to any shares~~ of ~~Common~~credit ~~Stock issued pursuant to the Equity Line are resold hereunder, the Selling Stockholder is deemed as an underwriter~~ and ~~any~~provides ~~broker-dealers~~ that ~~are involved in selling such shares is deemed as an underwriter. In such event~~, ~~any~~upon ~~commissions~~the ~~received~~terms ~~by such broker-dealers or agents~~ and ~~any~~subject ~~profit~~to on the ~~resale~~conditions ofset ~~the~~forth ~~shares~~therein, ~~purchased~~C/M byCapital ~~them~~is ~~may~~committed ~~be deemed~~ to bepurchase ~~underwriting~~up ~~commissions or discounts under the Securities Act, and such broker-dealers or agents will be subject~~ to ~~the~~an ~~prospectus~~aggregate ~~delivery~~of $40 million ~~requirements~~of shares of ~~the~~our ~~Securities~~common ~~Act~~stock.

16Except for the transactions contemplated by the Preferred Stock Purchase Agreement and the Registration Rights Agreement and the transactions as disclosed above, no Selling Stockholder has had any material relationship with us within the past three years.

~~Table~~The table below presents information regarding the Selling Stockholders and the shares of ~~Contents~~common stock that they may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholders, and reflects holdings as of July 10, 2026. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the Selling Stockholders may offer under this prospectus. The Selling Stockholders may sell some, all or none of their shares in this offering. We do not know how long the Selling Stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the shares.

~~DESCRIPTION~~Beneficial OFownership ~~CAPITAL~~is ~~STOCK~~determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the Selling Stockholders have voting

~~General~~21

TheTable following description summarizes the most important terms of our capital stock. Because it is only a summary of the provisions of our Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and amended and restated bylaws, it does not contain all of the information that may be important to you. For a complete description of the matters set forth in this “Description of Capital Stock,” you should refer to our Certificate of Incorporation, amended and restated bylaws, and the form of the Warrants, each of which are included as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of Delaware law. Our authorized capital stock consists of 210,000,000 shares of capital stock, which consists of (i) 150,000,000 shares of Common Stock, $0.0001 par value per share, (ii) 50,000,000 shares of convertible non-voting common stock, $0.0001 par value per share and (iii) 10,000,000 shares of preferred stock, $0.0001 par value per share.Contents

~~Common~~ and investment power. The percentage of common stock beneficially owned by the Selling Stockholders prior to the offering shown in the table below is based on an aggregate of 4,910,402 shares of our common stock outstanding on July 10, 2026. Because the redemption price per share of the common stock issuable upon redemption of shares of Series P Preferred Stock pursuant to the Certificate of Designation will be the greater of the Minimum Price as of the delivery date of the applicable redemption notice and the Floor Price, and the price per share of the Dividend Shares issuable upon the Company’s payment of Dividends will be the greater of the Minimum Price on the Dividend Date and the Floor Price, the number of shares that may actually be issued by us to the Selling Stockholders under the Preferred Stock Purchase Agreements and the Certificate of Designation may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

~~· As~~We ofmay ~~March 26,~~amend ~~2020,~~or wesupplement ~~had~~this ~~18,286,196~~prospectus ~~shares~~from oftime ~~voting~~to ~~common~~time ~~stock~~in ~~and~~the ~~40,301,237~~future ~~shares~~to ofupdate ~~non-voting~~or ~~common~~change ~~stock~~the ~~(38,382~~Selling ~~shares~~Stockholder oflist ~~voting~~and ~~common~~the ~~stock~~securities that onmay anbe ~~as converted basis) outstanding~~resold.

~~· As~~Please see the section titled “Plan of ~~March 26,~~Distribution” ~~2020,~~for wefurther ~~had~~information 30regarding ~~record~~the Selling ~~holders~~Stockholders’ method of ~~common~~distributing ~~stock~~these securities.

~~Voting~~The ~~Rights~~column “Number of Shares of Common Stock Owned After Offering” assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

The holders of our voting common stock are entitled to one vote per share on all matters to be voted on by our stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock then outstanding. Holders of common stock have no preemptive, conversion or subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

Name of Selling

Stockholder

Number of
Shares
of
Common Stock
Owned
Prior to Offering

Maximum Number of Shares of
Common Stock to be Offered
Pursuant to this Prospectus

Number
of Shares
of Common
Stock Owned
After Offering

Number

Percent

Number

Percent

C/M Capital Master Fund, LP (1)

4,141,913

WVP Emerging Manager Onshore Fund, LLC (2)

1,380,638

(1) The business address of C/M Capital Master Fund, LP (“C/M Capital”) is 1111 Brickell Avenue, Suite 2920, Miami, Florida 33131. As of the date of the Preferred Stock Purchase Agreements, C/M Capital did not beneficially own any shares of our common stock. Thomas Walsh and Jonathan Juchno are the Managing Partners of C/M Capital, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by C/M Capital. The amount of shares beneficially owned by the C/M Capital consists of shares of common stock issuable upon (i) redemption of the 180 shares of Series P Preferred Stock which we sold and issued to C/M Capital, assuming at a redemption price equal to the Floor Price (as defined in the Certificate of Designation), or upon exercise of the pre-funded warrants to purchase common stock which we may issue in lieu of the Redemption Shares in accordance with the terms of the Certificate of Designation, (ii) up to 54,000 Commencement Shares that are issuable upon exercise of the Commencement Pre-Funded Warrants which have been issued by us to C/M Capital, and (iii) up to 791,209 Dividend Shares that are issuable to C/M Capital as the Dividends accrued on the outstanding shares of Series P Preferred Stock for a period of up to 36 months following the first issuance of shares of the Series P Preferred Stock to C/M Capital. C/M Capital is not a registered broker-dealer or an affiliate of a registered broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Walsh and Mr. Juchno as to beneficial ownership of the securities beneficially owned directly or indirectly by C/M Capital.

~~Subject~~(2) toThe ~~preferences~~business ~~that~~address ~~may~~of beWVP ~~applicable~~Emerging toManager ~~any~~Onshore ~~outstanding~~Fund, ~~preferred~~LLC ~~stock~~(“WVP Emerging Fund”) is Two Executive Drive, ~~holders~~Suite of515 ~~common~~Fort ~~stock~~Lee, New Jersey 07024. Thomas Walsh and Jonathan Juchno are ~~entitled~~the tomanaging ~~receive~~members ~~dividends,~~of ifWVP ~~any,~~Emerging asFund ~~may~~and behave ~~declared~~shared ~~from~~voting ~~time~~and toinvestment ~~time~~power over securities owned directly and indirectly by ~~our~~WVP ~~board~~Emerging Fund. The amount of ~~directors~~shares ~~out~~beneficially owned by WVP Emerging Fund consists of ~~legally~~shares ~~available~~of ~~funds.~~common stock issuable upon (i) redemption of the 60 shares of Series P Preferred Stock which we sold and issued to WVP Emerging Fund, assuming at a redemption price

~~Liquidation~~22

InTable the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.Contents

~~Rights~~equal to the Floor Price (as defined in the Certificate of Designation), or upon exercise of the pre-funded warrants to purchase common stock which we may issue in lieu of the Redemption Shares in accordance with the terms of the Certificate of Designation, (ii) up to 18,000 Commencement Shares that are issuable upon exercise of the Commencement Pre-Funded Warrants which have been issued by us to WVP Emerging Fund, and ~~Preferences~~(iii) up to 263,737 Dividend Shares that are issuable to WVP Emerging Fund as the Dividends accrued on the outstanding shares of Series P Preferred Stock for a period of up to 36 months following the first issuance of shares of the Series P Preferred Stock to WVP Emerging Fund. We have been advised that none of Mr. Walsh or Mr. Juchno or WVP Emerging Fund is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker dealer. The foregoing should not be construed in and of itself as an admission by Mr. Walsh and Mr. Juchno as to beneficial ownership of the securities beneficially owned directly or indirectly by WVP Emerging Fund.

~~Holders~~23 of common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences, and privileges of the holders of common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

FullyTable Paidof and NonassessableContents

~~All~~PLAN ofOF ~~our~~DISTRIBUTION ~~outstanding shares of common stock are, and the shares of common stock to be issued pursuant to this offering, when paid for, will be fully paid and nonassessable.~~

~~Quotation~~The onshares of common stock offered by this prospectus are being offered by the ~~Nasdaq~~Selling ~~Capital~~Stockholders. ~~Market~~The shares may be sold or distributed from time to time by the Selling Stockholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of our common stock offered by this prospectus could be effected in one or more of the following methods:

~~Our~~• ~~common~~ordinary ~~stock~~brokers’ ~~is quoted on the NASDAQ Capital Market under the symbol “JAGX”.~~transactions;

~~Transfer~~• ~~Agent~~transactions involving cross or block trades;

~~The~~• ~~transfer~~through ~~agent~~brokers, ~~of our common stock is American Stock Transfer & Trust Company~~dealers, ~~LLC.~~or ~~Their~~underwriters ~~address~~who ismay ~~6201~~act ~~15th Avenue,~~solely ~~Brooklyn,~~as ~~New York, 11219.~~agents;

17• “at the market” into an existing market for our common stock;

~~Table~~• ofin ~~Contents~~other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

~~Series B-2~~• ~~Preferred~~in ~~Stock~~privately negotiated transactions; or

~~General~~• any combination of the foregoing.

~~The~~• ~~certificate~~In oforder ~~designation~~to ~~providing~~comply ~~for~~with the ~~rights,~~securities ~~preferences~~laws ~~and privileges~~ of ~~the~~certain ~~Series B-2~~states, ~~Preferred~~if ~~Stock~~applicable, ~~as filed with~~ the ~~Secretary~~shares ofmay ~~State~~be ofsold ~~the~~only ~~State~~through ofregistered ~~Delaware~~or ~~(the~~licensed ~~“Series B-2~~brokers ~~Certificate~~or ofdealers. ~~Designation”)~~In ~~authorizes the Company to issue 10~~addition,~~165~~ ~~shares of Series B-2 Preferred Stock. Any reference to the share prices below~~ in ~~the~~certain ~~description~~states, of the ~~Series B-2~~shares ~~Preferred~~may ~~Stock, including but~~ not ~~limited~~be tosold ~~the~~unless ~~conversion~~they ~~price~~have ~~for~~been ~~the~~registered ~~Series B-2~~or ~~Preferred~~qualified ~~Stock~~for ~~and~~sale ~~the~~in ~~amount of~~ the ~~liquidation~~state ~~preference~~or ~~per~~an ~~share,~~exemption isfrom ~~subject to adjustment in~~ the ~~event~~state’s ofregistration ~~any stock dividend, stock split, reverse stock split, combination~~ or ~~other~~qualification ~~similar~~requirement ~~recapitalization,~~is asavailable ~~further~~and ~~described~~complied ~~in the Series B-2 Certificate of Designation~~with.

~~Conversion~~Each Selling Stockholder may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

~~Each~~The ~~share~~Selling ofStockholders ~~Series B-2~~have ~~Preferred~~informed ~~Stock~~us ~~will~~that bethey ~~initially~~intend ~~convertible~~to atuse ~~any~~one or ~~time~~more atregistered ~~the~~broker-dealers ~~holder’s~~to ~~option~~effectuate ~~into~~all ~~the~~sales, ~~number~~if ofany, ~~shares~~ of our common stock ~~determined~~that bythey ~~dividing~~have ~~the~~acquired ~~$153.90~~and ~~stated~~may ~~value~~in ~~per share of~~ the ~~Series B-2~~future ~~Preferred~~acquire ~~Stock~~from byus anpursuant ~~assumed conversion price of $0.81 per share. The conversion price per share will be subject~~ to ~~adjustment~~the ~~for~~Preferred ~~stock~~Stock ~~splits,~~Purchase ~~stock~~Agreements ~~dividends, distributions, subdivisions~~ and ~~combinations. Notwithstanding~~ the ~~foregoing, the Series B-2~~ Certificate of Designation. Such sales will ~~further~~be ~~provide~~made ~~that~~at weprices ~~shall~~and ~~not~~at ~~effect~~terms ~~any~~then ~~conversion~~prevailing ofor ~~the~~at ~~Series B-2~~prices ~~Preferred~~related ~~Stock,~~to ~~with~~the ~~certain~~then ~~exceptions,~~current tomarket ~~the~~price. ~~extent~~Each ~~that,~~such ~~after~~registered ~~giving~~broker-dealer ~~effect~~will tobe an ~~attempted~~underwriter ~~conversion,~~within the ~~holder~~meaning of ~~Series~~Section B-2 ~~Preferred Stock~~ (~~together with such holder’s affiliates, and any persons acting as~~ a)(11) ~~group together with such holder or any~~ of ~~such~~the ~~holder’s~~Securities ~~affiliates)~~Act. ~~would~~The ~~beneficially~~Selling Stockholders ~~own~~have ainformed ~~number~~us ofthat ~~shares~~each ofsuch ~~Common~~broker-dealer ~~Stock~~will inreceive ~~excess~~commissions offrom ~~9.99% of~~ the ~~shares~~Selling ofStockholders ~~our~~that ~~common~~will ~~stock~~not ~~then~~exceed ~~outstanding~~customary ~~after~~brokerage ~~giving~~commissions. ~~effect to such exercise~~

~~Fundamental~~Brokers, ~~Transaction~~dealers, underwriters or agents participating in the distribution of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholders through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of our common stock sold by the Selling Stockholders may be less than or in excess of customary commissions. Neither we nor the Selling Stockholders can presently estimate the amount of compensation that any agent will receive from any purchasers of our common stock sold by the Selling Stockholders.

InWe ~~the~~know ~~event~~of weno ~~consummate~~existing aarrangements between ~~merger~~any orSelling ~~consolidation~~Stockholder ~~with~~and ~~or into an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government or other entity of~~ any ~~kind, pursuant to which our Common Stock is effectively converted or exchanged for~~ other ~~securities~~stockholder, ~~cash or other property~~broker, ~~or we~~dealer, ~~directly~~underwriter or ~~indirectly,~~agent inrelating ~~one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant~~ to ~~which~~ the ~~Common~~sale ~~Stock is effectively converted into~~ or ~~exchanged~~distribution ~~for other securities, cash or property (each, a “B-2 Fundamental Transaction”), then immediately prior but subject to the occurrence~~ of ~~such~~our ~~B-2~~common ~~Fundamental~~stock ~~Transaction,~~offered ~~each outstanding share of Series B-2 Preferred Stock will automatically convert into shares of Common Stock, without any action of or~~ by ~~the~~this holders of the Series B-2 Preferred Stock or us, at the conversion price then in effect, and the holders of Series B-2 Preferred Stock will receive, for each conversion share, such consideration, at the same time and subject to the same terms and conditions, as the other holders of Common Stock pursuant to the terms of such B-2 Fundamental Transactionprospectus.

~~Liquidation~~We ~~Preference~~may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholders, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the Selling Stockholders, any compensation paid by the Selling Stockholders to any such brokers, dealers, underwriters or agents, and any other required information.

In24 the event of a liquidation, the holders of Series B-2 Preferred Stock will be entitled to participate on an as-converted-to-Common-Stock basis with holders of the Common Stock in any distribution of assets of the Company to the holders of the Common Stock.

VotingTable Rightsof Contents

~~With~~We ~~certain~~will ~~exceptions,~~pay asthe ~~described~~expenses inincident to the ~~Series B-2~~registration ~~Certificate~~under ofthe ~~Designation,~~Securities Act of the ~~Series B-2~~offer and ~~Preferred~~sale ~~Stock~~of ~~will~~our ~~have~~common nostock ~~voting~~covered ~~rights~~by this prospectus by the Selling Stockholders. ~~However,~~In asconsideration ~~long~~for asthe ~~any~~Selling ~~shares~~Stockholders’ execution and delivery of ~~Series B-2~~the Preferred Stock ~~remain~~Purchase ~~outstanding~~Agreements, we have agreed to issue to the ~~Series B~~Selling Stockholders within one trading day after the filing date of the Preferred Registration Statement the Commencement Pre-2Funded ~~Certificate~~Warrant exercisable to purchase up to an aggregate number of ~~Designation~~shares ~~provides~~of ~~that~~common westock equal ~~shall~~to ~~not~~$72,000 ~~without~~divided by the ~~affirmative~~greater ~~vote~~of (i) the average VWAP of ~~holders~~the common stock over the five trading day period immediately preceding the filing of athe ~~majority~~initial Registration Statement, and (ii) 20% of the ~~then-outstanding~~Nasdaq ~~shares~~Minimum Price (as defined in Nasdaq Rule 5635(d)(1)(A)) of ~~Series B-2~~our common stock on the execution date of the Preferred Stock, ~~alter~~Purchase orAgreements. ~~change~~We ~~adversely~~have also agreed to pay to the ~~powers~~Selling Stockholders an aggregate of $20,000 ~~preferences~~in orcash ~~rights~~as ~~given~~reimbursement tofor the ~~Series B~~reasonable, out-2of-pocket ~~Preferred~~expenses ~~Stock~~incurred orby ~~alter~~the orSelling ~~amend~~Stockholders, including the ~~Series B-2~~legal ~~Certificate~~fees and disbursements of ~~Designation~~the Selling Stockholders’ legal counsel, in connection with its due diligence investigation of the Company and in connection with the preparation, negotiation and execution of the Preferred Stock Purchase Agreement. See “The Preferred Stock Financing” for more information.

~~Dividends~~We also have agreed to indemnify the Selling Stockholders and certain other persons against certain liabilities in connection with the offering of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The Selling Stockholders have agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Selling Stockholders specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

The ~~Series B-2~~Selling Stockholders ~~Certificate~~have ofrepresented ~~Designation~~to ~~provides,~~us ~~among other things,~~ that weat ~~shall~~no ~~not~~time ~~pay~~prior ~~any~~to ~~dividends~~the ondate ~~shares~~ of ~~common~~the ~~stock~~Preferred ~~(other~~Stock ~~than~~Purchase ~~dividends~~Agreement inhave the ~~form~~Selling ofStockholders ~~common~~or ~~stock)~~their ~~unless~~respective ~~and~~agents, ~~until~~representatives ~~such~~or ~~time~~affiliates asengaged wein ~~pay~~or ~~dividends~~effected, onin ~~each~~any ~~share~~manner ofwhatsoever, directly ~~Series B-2~~or ~~Preferred~~indirectly, ~~Stock~~any onshort ansale (as~~-converted~~ ~~basis.~~such ~~Other~~term ~~than~~is asdefined ~~set forth~~ in ~~the~~Rule ~~previous~~200 ~~sentence,~~of ~~the~~Regulation ~~Series B-2~~SHO ~~Certificate~~ of ~~Designation~~the ~~will~~Exchange ~~provide~~Act) ~~that no other dividends shall be paid on shares~~ of ~~Series B-2~~our ~~Preferred~~common ~~Stock~~stock ~~and~~or ~~that~~any wehedging ~~shall~~transaction, ~~pay~~which noestablishes ~~dividends~~a ~~(other~~net ~~than~~short ~~dividends~~position inwith ~~the~~respect ~~form~~to ofour common stock~~) on shares of common stock unless we simultaneously comply with the previous sentence~~.

18We have advised each Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

~~Table~~This offering will terminate on the date that all of ~~Contents~~our common stock offered by this prospectus have been sold by the Selling Stockholders.

~~Repurchase~~25 ~~Restrictions~~

TheTable Series B-2 Certificate of Designation does not provide for any restriction on the repurchase of Series B-2 Preferred Stock by us while there is any arrearage in the payment of dividends on the Series B-2 Preferred Stock. There will be no sinking fund provisions applicable to the Series B-2 Preferred Stock.Contents

~~Redemption~~DESCRIPTION OF CAPITAL STOCK

WeGeneral will not be obligated to redeem or repurchase any shares of Series B-2 Preferred Stock. Shares of Series B-2 Preferred Stock will not otherwise be entitled to any redemption rights or mandatory sinking fund or analogous fund provisions.

~~Anti-Takeover~~The ~~Effects~~following description summarizes the most important terms of ~~Delaware~~our ~~Law~~capital stock. Because it is only a summary of the provisions of our Third Amended and ~~Our~~Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and ~~Bylaws~~amended and restated bylaws, it does not contain all of the information that may be important to you. For a complete description of the matters set forth in this “Description of Capital Stock,” you should refer to our Certificate of Incorporation and our amended and restated bylaws and to the applicable provisions of Delaware law. Our authorized capital stock consists of 554,475,074 shares of capital stock, which consists of (i) 500,000,000 shares of voting common stock, $0.0001 par value per share, (ii) 50,000,000 shares of convertible non-voting common stock, $0.0001 par value per share, and (iii) 4,475,074 shares of preferred stock, $0.0001 par value per share.

~~Delaware~~Common ~~Law~~Stock

~~Certain~~We ~~provisions~~have two classes of common ~~Delaware~~stock: ~~law~~voting common stock and ~~our~~non-voting ~~Certificate~~common stock. Holders of ~~Incorporation~~both ~~and~~classes ~~amended~~of ~~and~~our ~~restated~~common ~~bylaws~~stock ~~contain~~are ~~provisions~~entitled ~~that~~to ~~could~~receive ~~have~~ratably ~~the~~any ~~effect~~dividends declared by our board of ~~delaying~~directors out of funds legally available for that purpose, ~~deferring~~subject to any preferential dividend rights of any outstanding preferred stock or ~~discouraging~~that ~~another~~we ~~party~~may ~~from~~designate ~~acquiring~~or ~~control~~issue ofin usthe future. ~~These~~In ~~provisions,~~the ~~which~~event ~~are~~of ~~summarized~~our ~~below~~liquidation, ~~are~~dissolution ~~expected~~or towinding ~~discourage~~up, ~~certain~~the ~~types~~holders of ~~coercive~~both ~~takeover~~classes ~~practices~~of our ~~and~~common ~~inadequate~~stock ~~takeover~~are ~~bids.~~entitled ~~These~~to ~~provisions~~share ~~are~~ratably ~~also~~in ~~designed~~all inassets ~~part~~remaining toafter ~~encourage~~the ~~anyone~~payment ~~seeking~~of liabilities, subject to ~~acquire~~the ~~control~~prior distribution rights of uspreferred tostock ~~negotiate~~then ~~with~~outstanding. ~~our~~There ~~board~~are no preemptive, conversion or subscription rights applicable to either class of ~~directors~~common stock. WeThere ~~believe~~are ~~that~~no ~~the~~redemption ~~advantages~~or ~~gained~~sinking byfund ~~protecting~~provisions ~~our~~applicable ~~ability~~ to ~~negotiate~~either ~~with~~class ~~any~~of ~~unsolicited~~common ~~and~~stock. ~~potentially~~The ~~unfriendly~~rights, ~~acquirer~~preferences, ~~outweigh~~and privileges of the ~~disadvantages~~holders of ~~discouraging~~both ~~such~~classes ~~proposals,~~of ~~including~~common ~~those~~stock ~~priced~~are ~~above~~subject to and may be adversely affected by, the ~~then-current~~rights ~~market~~of ~~value~~the holders of ~~our~~shares ~~common~~of any series of preferred stock, ~~because,~~that ~~among~~we ~~other~~may ~~reasons,~~designate in the ~~negotiation~~future. All of ~~such~~our ~~proposals~~outstanding ~~could~~shares ~~improve~~of ~~their~~voting ~~terms~~common stock and non-voting common stock are fully paid and nonassessable.

~~Third~~Voting ~~Amended~~Common ~~and~~Stock ~~Restated Certificate of Incorporation and Amended and Restated Bylaws~~

~~Our~~The ~~Certificate~~holders of ~~Incorporation~~our ~~and~~voting ~~amended~~common ~~and~~stock ~~restated~~are ~~bylaws~~entitled ~~include~~to ~~provisions~~one ~~that:~~vote for each share held on all matters submitted to a vote of the stockholders.

~~· require~~Non-Voting ~~that~~Common ~~any~~Stock ~~action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;~~

~~· specify~~The ~~that~~holders ~~special meetings~~ of our ~~stockholders~~non-voting ~~can~~common bestock ~~called~~do ~~only~~not byhave ~~our~~any ~~board~~cumulative ofvoting ~~directors~~rights and are not entitled to vote, except on an as-converted basis with respect to any Change of Control (as defined in the ~~chairman~~Certificate of ~~our~~Incorporation). ~~board~~Each share of ~~directors~~non-voting common stock is convertible into twelve billion four hundred three million one hundred twenty-five thousandth (1/12,403,125,000th) of a share of voting common stock at the ~~chief~~election ~~executive~~of ~~officer~~the orholder thereof. As of the ~~president;~~date of this prospectus, there are no shares of non-voting common stock outstanding.

~~· establish~~Preferred anStock ~~advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;~~

~~· provide~~Under ~~that~~our Certificate of Incorporation, our board of directors ~~may~~is beauthorized ~~removed~~to ~~only~~issue ~~for~~up ~~cause;~~to 4,475,074 shares of preferred stock from time to time, in one or more classes or series, without stockholder approval. As of the date of this prospectus, there are 240 shares of Series P Non-Convertible Preferred Stock, and 884.25 shares of Series Q Perpetual Preferred Stock outstanding.

~~· provide~~26 ~~that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;~~

· establishTable that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms;Contents

~~· specify~~Prior ~~that~~to nothe ~~stockholder~~issuance isof ~~permitted~~shares toof ~~cumulate~~each ~~votes~~class ator ~~any~~series, ~~election~~our board of directors is required by the Delaware General Corporation Law (“DGCL”) and our ~~board~~Certificate of ~~directors;~~Incorporation to adopt resolutions and file a certificate of designation with the Delaware Secretary of State. The certificate of designation fixes for each class or series the

~~· require~~designations, ~~approval~~powers, ofpreferences, ~~the~~rights, ~~stockholders~~qualifications, oflimitations ~~at least 75% of the shares~~ and arestrictions ~~majority~~ of ~~the~~that ~~board~~class ofor ~~directors~~series, toincluding ~~amend certain of~~ the ~~above-mentioned~~following: ~~provisions.~~

19• the number of shares constituting each class or series;

~~Table~~• ofvoting ~~Contents~~rights;

~~Exclusive~~• ~~Jurisdiction~~rights and terms of redemption, including sinking fund provisions;

~~Under~~• ~~the~~dividend ~~provisions~~rights ~~of our Certificate of Incorporation~~ and amended and restated bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of usrates; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or agents to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our Certificate of Incorporation or amended and restated bylaws; (iv) any action to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or amended and restated bylaws; or (v) any action asserting a claim against us governed by the internal affairs doctrine; provided that, if and only if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, then any such action may be brought in another state or federal court sitting in the State of Delaware. This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our Certificate of Incorporation or amended and restated bylaws to be inapplicable or unenforceable in such action. Our amended and restated bylaws provide that if any part of the exclusive forum provision is held to be invalid, illegal or unenforceable, as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such part in any other circumstance and of the remaining parts of the exclusive forum provision and the application of such provision to other persons or entities and circumstances will not in any way be affected or impaired thereby.

~~Delaware~~• ~~Anti-Takeover~~terms ~~Statute~~concerning the distribution of assets;

We• ~~are~~conversion ~~subject~~or toexchange the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:terms;

~~· prior~~• toredemption ~~the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder~~prices; and

~~· upon~~• ~~the~~liquidation closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers, and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; orpreferences.

~~· at~~All orshares ~~subsequent to the date~~ of ~~the~~preferred ~~transaction~~stock offered, ~~the~~when ~~business~~issued ~~combination is approved by the board of directors of the corporation~~ and ~~authorized~~paid ~~at an annual or special meeting of stockholders~~for, ~~and~~will ~~not~~be byvalidly ~~written consent~~issued, byfully ~~the~~paid ~~affirmative~~and ~~vote~~nonassessable ofand atwill ~~least 662/3% of the outstanding voting stock which is~~ not ~~owned~~have byany preemptive ~~the~~or ~~interested~~subscription ~~stockholder~~rights.

~~Generally,~~We awill ~~business~~specify ~~combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to~~ the ~~interested~~following ~~stockholder.~~terms Anrelating ~~interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior~~ to ~~the~~any ~~determination~~class ~~of interested stockholder status, did own 15%~~ or ~~more~~series of apreferred ~~corporation’s outstanding voting~~ stock. Weoffered expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in the payment of a premium over the market price for the shares of common stock held by ~~our stockholders.~~us:

~~The~~• ~~provisions of Delaware law and our Certificate of Incorporation and amended and restated bylaws could have~~ the ~~effect~~title ~~of discouraging others from attempting hostile takeovers~~ and, asstated avalue ~~consequence, they may also inhibit temporary fluctuations in the market price~~ of ~~our common stock that often result from actual or rumored takeover attempts. These provisions may also have~~ the ~~effect~~preferred of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.stock;

20• the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;

~~Table~~• the dividend rate(s), period(s) or payment date(s) or method(s) of ~~Contents~~calculation applicable to the preferred stock;

~~DIRECTORS,~~• ~~EXECUTIVE~~whether ~~OFFICERS~~dividends are cumulative or non-cumulative and, ~~PROMOTERS~~if cumulative, ~~AND~~the ~~CONTROL~~date ~~PERSONS~~from which dividends on the preferred stock will accumulate;

~~Directors~~• our right, ~~Executive~~if ~~Officers~~any, to defer payment of dividends and ~~Corporate~~the ~~Governance~~maximum length of any such deferral period;

~~Director~~• ~~Independence~~the procedures for auction and remarketing, if any, for the preferred stock;

~~Our~~• ~~common~~the ~~stock~~provisions isfor ~~listed on The Nasdaq Capital Market. Under Nasdaq rules, independent directors must comprise~~ a ~~majority~~sinking ~~of a listed company’s board of directors. In addition~~fund, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating Committee must be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, ~~in the opinion of the company’s board of directors~~any, ~~such~~for ~~person does not have a relationship that would interfere with~~ the ~~exercise~~preferred ~~of independent judgment in carrying out the responsibilities of a director.~~stock;

To• bethe ~~considered~~provision ~~independent~~ for ~~purposes of Rule 10A-3~~redemption, aif ~~member of an audit committee of a listed company may not~~applicable, ~~other than in his or her capacity as a member~~ of the ~~audit~~preferred committee, our board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.stock;

~~Our~~• ~~board~~any oflisting ~~directors periodically undertakes a review~~ of ~~its composition,~~ the ~~composition~~preferred ofstock ~~its~~on ~~committees and the independence of our directors and considered whether~~ any ~~director~~securities has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that five of our eight directors (i.e., Mr. Bochnowski, Mr. Micek, Mr. Qui, Mr. Siegel and Mr. Divis) do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq rules. Our board of directors also determined that Mr. Micek (chairperson), Mr. Bochnowski, and Mr. Siegel, who comprise our Audit Committee, Mr. Bochnowski (chairperson) and Mr. Siegel, who comprise our Compensation Committee, and Mr. Bochnowski and Mr. Micek, who comprised our Nominating Committee, satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq rules and listing standards.exchange;

In• ~~making this determination, our board of directors considered~~ the ~~relationships~~terms ~~that each non-employee director has with us~~ and ~~all~~conditions, ~~other~~if ~~facts~~applicable, ~~and~~upon ~~circumstances~~which ~~our~~the ~~board~~preferred ofstock ~~directors~~will ~~deemed~~be ~~relevant~~convertible ininto ~~determining~~common ~~independence~~stock, including the ~~beneficial~~conversion ~~ownership~~price ofor ~~our~~manner ~~capital~~of ~~stock~~calculation byand ~~each~~conversion ~~non-employee director.~~period;

~~Meetings~~• ~~and~~voting ~~Comimttees~~rights, if any, of the ~~Board~~preferred ~~of Directors~~stock;

~~Audit~~• ~~Committee~~whether interests in the preferred stock will be represented by depositary shares;

~~The~~• ~~members~~a discussion of ~~our~~any ~~Audit~~material ~~Committee~~or ~~are~~special ~~Mr. Micek,~~United ~~Mr. Bochnowski,~~States ~~and~~federal ~~Mr. Siegel.~~income ~~Mr. Micek~~tax isconsiderations ~~the~~applicable ~~chairperson~~to of the ~~Audit~~preferred ~~Committee. Our Audit Committee’s responsibilities include:~~stock;

~~· appointing,~~• ~~approving~~ the ~~compensation~~relative ranking and preferences of, the preferred stock as to dividend rights and ~~assessing~~rights upon the ~~independence~~liquidation, ofdissolution ~~our~~or ~~registered~~winding ~~public~~up ~~accounting~~of ~~firm~~our affairs;

~~· overseeing~~27 ~~the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;~~

· reviewingTable andof discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;Contents

~~· monitoring~~• ~~our~~any ~~internal~~limitations ~~control~~on ~~over~~issuance ~~financial~~of ~~reporting,~~any ~~disclosure~~class ~~controls~~or ~~and~~series ~~procedures~~of preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights and ~~code~~rights upon the liquidation, dissolution or winding up of ~~conduct~~our affairs; and

~~· discussing~~• ~~our~~any ~~risk~~other ~~management~~specific ~~policies;~~terms, preferences, rights, limitations or restrictions of the preferred stock.

~~· establishing~~Anti-Takeover ~~policies~~Effects ~~regarding~~of ~~hiring~~Delaware ~~employees~~Law ~~from our independent registered public accounting firm~~ and ~~procedures~~Our ~~for~~Certificate ~~the receipt and retention~~ of ~~accounting~~Incorporation ~~related complaints~~ and ~~concerns;~~Bylaws

~~· reviewing~~Delaware ~~and~~Law ~~approving or ratifying any related person transactions; and~~

21Certain provisions of Delaware law and our Certificate of Incorporation and amended and restated bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed in part to encourage anyone seeking to acquire control of us to negotiate with our board of directors. We believe that the advantages gained by protecting our ability to negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including those priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could improve their terms.

~~Table~~Third Amended and Restated Certificate of ~~Contents~~Incorporation and Amended and Restated Bylaws

~~· preparing~~Our ~~the~~Certificate ~~Audit~~of ~~Committee~~Incorporation ~~report~~and ~~required~~amended byand ~~SEC~~restated ~~rules.~~bylaws include provisions that:

~~All~~• ~~audit~~require ~~and~~that ~~non-audit~~any ~~services,~~action ~~other than de minimis non-audit services,~~ to be ~~provided~~taken ~~to us~~ by our ~~independent~~stockholders ~~registered~~be ~~public~~effected ~~accounting~~at ~~firm~~a ~~must~~duly becalled ~~approved~~annual inor ~~advance~~special bymeeting ~~our~~and ~~Audit~~not ~~Committee.~~by written consent;

~~Our~~• ~~board~~specify ~~of directors has determined~~ that ~~each~~special meetings of ~~Mr. Micek,~~our ~~Mr. Bochnowski,~~stockholders ~~and~~can ~~Mr. Siegel~~be iscalled anonly ~~independent~~by ~~director~~our ~~under~~board ~~Nasdaq rules and under Rule 10A-3. All members~~ of ~~our~~directors, ~~Audit Committee meet~~ the ~~requirements~~chairman ~~for financial literacy under the applicable rules and regulations~~ of ~~the~~our ~~SEC and Nasdaq. Our~~ board of directors ~~has determined that Mr. Micek is an “audit committee financial expert~~,” ~~as defined by applicable SEC rules, and has~~ the ~~requisite~~chief ~~financial~~executive ~~sophistication~~officer asor ~~defined under~~ the ~~applicable Nasdaq rules and regulations.~~president;

~~The~~• ~~Audit~~establish ~~Committee~~an ~~held~~advance 4notice ~~meetings~~procedure infor ~~2019.~~stockholder ~~The~~approvals ~~audit~~to ~~committee~~be ~~has~~brought ~~adopted~~before aan ~~written~~annual ~~charter~~meeting ~~approved~~of by our ~~board~~stockholders, ofincluding ~~directors,~~proposed ~~which~~nominations isof ~~available~~persons onfor election to our ~~website~~board ~~at:~~of ~~https://jaguarhealth.gcs-web.com/static-files/aeabd726-16c2-4219-a755-475e9c87b851~~directors;

~~Compensation~~• ~~Committee~~provide that directors may be removed only for cause;

~~The~~• ~~members~~provide ofthat ~~our~~vacancies ~~Compensation~~on ~~Committee~~our ~~are~~board ~~Mr. Bochnowski~~of ~~(chairperson)~~directors ~~and~~may ~~Mr. Siegel.~~be ~~Mr. Bochnowski~~filled isonly ~~the~~by ~~chairperson~~a majority of ~~the~~directors ~~Compensation~~then ~~Committee.~~in ~~Our~~office, ~~Compensation~~even ~~Committee’s~~though ~~responsibilities~~less ~~include:~~than a quorum;

~~· determining,~~• orestablish ~~making~~that ~~recommendations to~~ our board of directors ~~with~~is ~~respect~~divided tointo three classes, ~~the~~Class ~~compensation~~I, ofClass ~~our~~II ~~Chief~~and ~~Executive~~Class ~~Officer~~III, with each class serving staggered terms;

~~· determining,~~• orspecify ~~making~~that ~~recommendations~~no tostockholder ~~our~~is ~~board~~permitted ofto ~~directors~~cumulate ~~with~~votes ~~respect~~at ~~to,~~any ~~the~~election ~~compensation~~ of our ~~other~~board ~~executive~~of ~~officers~~directors; and

~~· overseeing~~• ~~and~~require ~~administering~~approval ~~our~~of ~~cash~~the stockholders of at least 75% of the shares and ~~equity~~a ~~incentive~~majority ~~plans;~~of the board of directors to amend certain of the above-mentioned provisions.

~~· reviewing~~Exclusive ~~and~~Jurisdiction ~~making recommendations to our board of directors with respect to director compensation; and~~

~~· preparing~~Under the ~~Compensation~~provisions ~~Committee~~of ~~report~~our Certificate of Incorporation and ~~necessary~~amended ~~disclosure~~and restated bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our ~~annual~~directors, ~~proxy~~officers ~~statement~~or other employees or agents to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our Certificate of Incorporation or amended and restated bylaws; (iv) any action to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or amended and restated bylaws; or (v) any action asserting a claim against us governed by the internal affairs doctrine; provided that, if and only if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, then any such action may be brought in ~~accordance~~another ~~with~~state ~~applicable~~or ~~SEC~~federal ~~rules.~~court sitting in the State of

To28 determine compensation, the Compensation Committee, with input from the Chief Executive Officer (who does not participate in the deliberations regarding her own compensation), reviews, at least annually, and makes recommendations to the board of directors appropriate compensation levels for each executive officer of the Company. The Compensation Committee considers all factors it deems relevant in setting executive compensation.

OurTable board has determined that each of Mr. Bochnowski (chairperson) and Mr. Siegel is independent under the applicable Nasdaq rules and regulations, is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act, and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.Contents

~~The~~ Delaware. ~~Compensation~~This ~~Committee~~exclusive ~~held~~forum 1provision ~~meeting~~would innot ~~2019.~~apply ~~All~~to ~~compensation-related~~suits ~~matters~~brought ~~were~~to ~~approved~~enforce atany liability or duty created by the ~~board~~Securities ofAct ~~directors~~or ~~level~~the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. ~~The~~To ~~Compensation~~the ~~Committee~~extent ~~has~~that ~~adopted~~any asuch ~~written~~claims ~~charter~~may ~~approved~~be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the ~~board~~Exchange ofAct ~~directors~~or the rules and regulations thereunder. Furthermore, ~~which~~Section 22 isof ~~available~~the onSecurities ~~our~~Act ~~website~~creates ~~at:~~concurrent ~~https://jaguarhealth.gcs-web.com/static-files/653862da-1aa9-4819-b559-5c5654189e80.~~jurisdiction ~~Under~~for ~~its~~federal ~~charter,~~and state courts over all suits brought to enforce any duty or liability created by the ~~Compensation~~Securities ~~Committee~~Act ~~has~~or the ~~authority,~~rules and regulations thereunder. The enforceability of similar choice of forum provisions in ~~its~~other ~~sole~~companies’ ~~discretion~~certificates of incorporation has been challenged in legal proceedings, toand ~~select~~it is possible that, ~~retain~~in connection ~~and~~with ~~obtain~~any action, a court could find the ~~advice~~choice of aforum ~~compensation~~provisions ~~consultant~~contained asin ~~necessary~~our Certificate of Incorporation or amended and restated bylaws to ~~assist~~be ~~with~~inapplicable ~~the~~or ~~execution~~unenforceable ofin ~~its~~such ~~duties~~action. Our amended and ~~responsibilities~~restated bylaws provide that if any part of the exclusive forum provision is held to be invalid, illegal or unenforceable, as ~~set~~applied ~~forth~~to inany ~~its~~person ~~charter~~or ~~but~~entity ~~only~~or ~~after~~circumstance ~~taking~~for ~~into~~any ~~consideration~~reason ~~factors~~whatsoever, ~~relevant~~then, to the ~~compensation~~fullest ~~consultant’s~~extent ~~independence~~permitted ~~from~~by ~~management~~law, ~~specified~~the validity, legality and enforceability of such part in ~~Nasdaq~~any ~~Listing~~other ~~Rule 5605(d)(3)(D).~~circumstance ~~The~~and ~~Compensation~~of ~~Committee~~the ~~currently~~remaining ~~has~~parts ~~not~~of ~~retained~~the exclusive forum provision and the application of such provision to other persons or ~~sought~~entities ~~advice~~and ~~from~~circumstances awill ~~compensation~~not ~~consultant~~in any way be affected or impaired thereby.

~~Nominating~~Delaware ~~Committee~~Anti-Takeover Statute

~~The~~We ~~members~~are ofsubject ~~our~~to ~~Nominating~~the ~~Committee~~provisions ~~are~~of ~~Mr.~~Section ~~Bochnowski~~203 ~~and~~of Mrthe Delaware General Corporation Law regulating corporate takeovers. In general, Section ~~Micek.~~203 ~~Our~~prohibits ~~Nominating~~a ~~Committee’s~~publicly-held ~~responsibilities~~Delaware ~~include~~corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

~~· identifying~~• ~~individuals~~prior ~~qualified~~ to ~~become~~the ~~members~~date of ~~our~~the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

~~· evaluating~~• ~~qualifications~~upon the closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers, and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

22• at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

~~Table~~Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of ~~Contents~~interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in the payment of a premium over the market price for the shares of common stock held by our stockholders.

~~· recommending~~The toprovisions of Delaware law and our ~~board~~Certificate of ~~directors~~Incorporation and amended and restated bylaws could have the ~~persons~~effect toof bediscouraging others ~~nominated~~from ~~for~~attempting ~~election~~hostile takeovers and, as ~~directors~~a ~~and~~consequence, tothey ~~each~~may ofalso inhibit temporary fluctuations in the ~~committees~~market price of our ~~board~~common stock that often result from actual or rumored takeover attempts. These provisions may also have the effect of ~~directors;~~preventing ~~and~~changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

~~· overseeing~~29 ~~an annual evaluation of our board of directors.~~

TheTable Nominating Committee did not hold any meetings in 2019. All nomination-related matters were approved at the board of directors level. The Nominating Committee has adopted a written charter approved by the board of directors, which is available on our website at: https://jaguarhealth.gcs-web.com/static-files/02dfed04-9508-44cd-a96a-3215e565111c.Contents

~~Meetings~~Transfer Agent and ~~Attendance~~Registrar ~~During 2019~~

The ~~board~~transfer agent of ~~directors~~our ~~held~~voting 13common ~~meetings~~stock inis ~~2019.~~Equiniti ~~Except~~Trust ~~for Jiahao Qui~~Company, ~~each~~LLC. ~~director~~Their ~~who~~address ~~served~~is as55 aChallenger ~~director during 2019 participated in 75% or more of the meetings of the board of directors and of the committees on which he or she served~~Road, ifFloor ~~any~~2, ~~during~~Ridgefield ~~the year ended December 31~~Park, ~~2019 (during the period that such director served)~~NJ 07660.

WeNational doSecurities ~~not~~Exchange ~~have~~Listing a written policy on director attendance at annual meetings of stockholders. We encourage, but do not require, our directors to attend the Annual Meeting. Two directors attended the 2019 Annual Meeting of Stockholders.

~~Code~~Our ofvoting ~~Business~~common ~~Conduct~~stock ~~and~~is ~~Ethics~~currently listed on Nasdaq under the symbol “JAGX.”

We30 have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our President and Chief Executive Officer, our Chief Financial Officer and other employees who perform financial or accounting functions. The Code of Business Conduct and Ethics sets forth the basic principles that guide the business conduct of our employees. A current copy of the code is on our website at https://jaguarhealth.gcs-web.com/corporate-governance. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions on our website to the extent required by applicable rules and exchange requirements.

PolicyTable Against Pledging and Hedging of the Company’s SecuritiesContents

~~Our~~LEGAL ~~Policy~~MATTERS on Insider Trading and Tipping expressly prohibits directors, officers, employees and other persons determined by us to be “Insiders,” including their immediate family members sharing the same household and entities over which they exercise control, from engaging in hedging transactions involving our securities (or any other financial transactions that are designed to hedge or offset any decrease in market value of our equity securities) without advance approval from the Compliance Officer. The policy similarly prohibits such individuals from holding our securities in a margin account and pledging our securities as collateral for loans without advance approval from the Compliance Officer. The policy applies to all of our securities held, excluding the exercise of options for cash under an equity plan of the Company, bona fide gifts of our securities and transactions in our securities made through an authorized Rule 10b5-1 trading plan. There were no exceptions approved by the Compliance Officer during the last fiscal year.

~~Compensation~~The ~~Committee~~validity ~~Interlocks~~of ~~and~~the ~~Insider~~securities ~~Participation~~offered hereby will be passed upon for us by Reed Smith LLP, Palo Alto, California.

~~None~~31 of the members of our Compensation Committee has ever been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee or other board committee performing equivalent functions of any entity that has one or more of its executive officers serving on our board of directors or Compensation Committee.

LimitationTable of Liability and IndemnificationContents

~~Our~~EXPERTS COI and Bylaws contain provisions that limit the personal liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

~~· any~~The ~~breach~~financial statements of the ~~director’s~~Company ~~duty~~as of ~~loyalty~~December 31, to2025 usand or2024 ~~our~~and ~~stockholders;~~for each of the two years in the period ended December 31, 2025 incorporated by reference in this prospectus and the registration statement have been so incorporated in reliance on the report of RBSM LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

~~· any~~32 ~~act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;~~

· unlawfulTable payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; orContents

23WHERE YOU CAN FIND MORE INFORMATION

~~Table~~We file annual, quarterly, and other reports, proxy statements and other information with the SEC. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of ~~Contents~~the Exchange Act are available free of charge on our website and through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov. You may access the registration statement, of which this prospectus is a part, at the SEC’s website.

~~· any~~We ~~transaction~~make ~~from~~available ~~which~~through our website, free of charge, copies of our SEC filings as soon as reasonably practicable after we electronically file or furnish them to the ~~director~~SEC ~~derived~~on anour ~~improper~~website, ~~personal~~https://jaguar.health. ~~benefit~~We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

~~Such~~This ~~limitation~~prospectus forms part of ~~liability~~a registration statement we have filed with the SEC relating to, among other things, the common stock. As permitted by SEC rules, this prospectus does not ~~apply~~contain all the information we have included in the registration statement and the accompanying exhibits and schedules we have filed with the SEC. You may refer to the ~~liabilities~~registration ~~arising~~statement, ~~under~~exhibits ~~federal~~and ~~securities~~schedules ~~laws~~for more information about us and ~~does~~the ~~not~~common ~~affect~~stock. The statements this prospectus make pertaining to the ~~availability~~content of ~~equitable~~any ~~remedies~~contract, ~~such~~agreement asor ~~injunctive~~other ~~relief~~document orthat ~~rescission~~is an exhibit to the registration statement necessarily are summaries of their material provisions, and we qualify them in their entirety by reference to those exhibits for complete statements of their provisions. The registration statement, exhibits and schedules are available through the SEC’s website.

~~Our~~33 COI provides that we indemnify our directors to the fullest extent permitted by Delaware law. In addition, our Bylaws provide that we indemnify our directors and officers to the fullest extent permitted by Delaware law. Our Bylaws also provide that we shall advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity, regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

TheTable limitation of liability and indemnification provisions in our COI and Bylaws and our indemnification agreements, may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty of care. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers. There is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.Contents

~~Board~~INCORPORATION ~~Leadership~~OF ~~Structure~~CERTAIN INFORMATION BY REFERENCE

~~Our~~The ~~Bylaws~~SEC maintains an Internet site that contains reports, proxy and ~~corporate~~information ~~governance~~statements, ~~guidelines~~and ~~provide~~other ~~our~~information ~~board~~regarding ofissuers ~~directors~~that file electronically with ~~flexibility~~the inSEC ~~its~~at ~~discretion~~www.sec.gov. The SEC allows us to ~~combine~~“incorporate orby ~~separate~~reference” the ~~positions~~information ofin ~~Chairperson~~certain ofdocuments ~~the~~that ~~board~~we offile ~~directors~~with ~~and~~it, ~~chief~~which ~~executive~~means ~~officer.~~that Aswe acan ~~general~~disclose ~~policy,~~important ~~our~~information ~~board~~to ofyou ~~directors~~by ~~believes~~referring ~~that~~you ~~separation~~to documents ofpreviously filed with the ~~positions~~SEC. The information incorporated by reference is considered to be part of ~~Chairperson~~this prospectus, and ~~chief~~the ~~executive~~information ~~officer~~that ~~reinforces~~we ~~the~~subsequently ~~independence~~file ofwith the ~~board~~SEC ofwill ~~directors~~automatically ~~from~~update ~~management,~~and ~~creates~~supersede anthis ~~environment~~information. ~~that~~This prospectus ~~encourages~~incorporates ~~objective~~by ~~oversight~~reference ofthe ~~management~~Company’s ~~performance~~documents listed below and ~~enhances~~all ~~the~~documents ~~effectiveness~~subsequently offiled by us with the ~~board~~SEC ofpursuant ~~directors~~to asSections 13(a), ~~whole.~~13(c), We14 ~~expect~~or ~~and~~15(d) ~~intend~~of the ~~positions~~Exchange ofAct ~~Chairperson~~prior to the termination of the ~~board~~offering ~~and~~of the ~~chief~~securities ~~executive~~described ~~officer~~in this prospectus (other than documents or information deemed to behave ~~held~~been byfurnished ~~two~~and ~~individuals~~not filed in ~~the~~accordance ~~future.~~with SEC rules, unless otherwise expressly incorporated by reference herein):

~~Risk~~• ~~Oversight~~Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on April 7, 2026;

• Our ~~board~~Quarterly ofReport ~~directors~~on ~~monitors~~Form ~~our~~10-Q ~~exposure~~for ~~to a variety of risks through our Audit Committee. Our Audit Committee charter gives~~ the ~~Audit~~period ~~Committee~~ending ~~responsibilities~~March ~~and~~31, ~~duties~~2026 ~~that~~filed ~~include discussing~~ with ~~management and~~ the ~~independent~~SEC ~~auditors~~on ~~our~~May ~~major financial risk exposures and the steps management has taken to monitor and control such exposures~~20, including our risk assessment and risk management policies. Our Audit Committee is also responsible for monitoring and controlling exposures to cybersecurity risks and discussing such risks with management.2026;

~~Nomination~~• Our definitive proxy statement on Schedule 14A, relating to our Special Meeting of ~~Directors~~Stockholders held on April 20, 2026, filed on March 24, 2026;

~~There~~• ~~have~~Our ~~been~~definitive noproxy ~~material~~statement ~~changes~~on toSchedule ~~the~~14A, ~~procedures~~relating ~~by which stockholders may recommend nominees~~ to our ~~board~~Annual ofMeeting ~~directors. Recommendations to the board~~ of ~~directors~~Stockholders ~~for~~adjourned ~~election~~on asMay ~~directors~~22, of2026 ~~Jaguar~~and atJune ~~an annual meeting may be made only by the Nominating Committee or by the Company’s stockholders (through the Nominating Committee) who comply with the timing~~2, ~~informational,~~2026 and ~~other~~reconvened ~~requirements~~on ofJune ~~our Bylaws~~8, ~~except for the right of the holders of Series A Preferred Stock to elect up to two directors (voting as a separate class)~~2026, ~~which~~filed ison ~~not~~April ~~subject to such procedural limitations. Stockholders have the right to recommend persons for nomination by submitting such recommendation~~30, ~~in written form~~2026, toamended ~~the Nominating Committee,~~ and ~~such~~supplemented ~~recommendation will be evaluated pursuant to the policies and procedures adopted~~ by the ~~board~~supplements ~~of directors. Such recommendation must be delivered~~ to ~~or mailed to and received by~~ the ~~Secretary~~definitive ofproxy ~~the~~statement ~~Company~~filed aton ~~the~~May ~~principal executive offices not less than 90 days nor more than 120 calendar days prior to the first anniversary of the date the preceding year’s annual meeting~~6, ~~except~~2026 ~~that~~and ifMay no annual meeting of stockholders was held in the preceding year or if the date of the annual meeting of stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the preceding year’s proxy statement29, the notice shall be received by the Secretary at the Company’s principal executive offices not less than 150 calendar days prior to the date of the contemplated annual meeting or the date that is 10 calendar days after the date of the first public announcement or other notification to stockholders of the date of the contemplated annual meeting2026, ~~whichever~~respectively; ~~first occurs. The deadline to submit recommendations for election as directors at the 2020 Annual Meeting has already passed.~~and

24• Our current reports on Form 8-K filed on January 12, 2026 (SEC Accession No. 0001193125-26-009221), January 12, 2026 (SEC Accession No. 0001193125-26-009644), January 15, 2026, January 23, 2026, February 18, 2026, March 3, 2026, March 6, 2026, March 9, 2026, April 7, 2026, April 9, 2026, April 21, 2026, April 27, 2026, May 4, 2026 (SEC Accession No. 0001193125-26-202614), May 4, 2026 (SEC Accession No. 0001193125-26-204310), May 7, 2026, May 19, 2026, May 22, 2026, May 27, 2026, June 2, 2026, June 8, 2026, June 11, 2026, June 18, 2026, June 22, 2026, June 25, 2026, July 1, 2026, and July 14, 2026 and on Form 8-K/A filed on January 12, 2026 and June 22, 2026 (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits relating to such information, which is neither filed nor incorporated by reference herein).

~~Table~~Unless otherwise noted, the SEC file number for each of ~~Contents~~the documents listed above is 001-36714.

~~The~~In ~~Nominating Committee~~addition, inall ~~accordance~~documents ~~with~~that the ~~board~~Company offiles ~~directors’~~pursuant ~~governance principles, seeks~~ to ~~create~~Sections 13(a), ~~board~~13(c), ~~that~~14 ~~has the ability to contribute to the effective oversight~~ and ~~management~~15(d) of the ~~Company~~Exchange Act, ~~that~~subsequent isto asthe filing ~~a whole strong in its collective knowledge~~ of ~~and~~this ~~diversity~~Registration ofStatement ~~skills~~ and ~~experience~~prior ~~with respect~~ to ~~accounting~~the ~~and~~filing ~~finance,~~of ~~management~~a ~~and~~post-effective ~~leadership,~~amendment ~~vision~~which ~~and~~indicates ~~strategy,~~that ~~business~~all ~~judgment,~~securities ~~biotechnology~~offered ~~industry~~hereby ~~knowledge,~~have ~~corporate~~been ~~governance~~sold ~~and~~or ~~global~~which ~~markets.~~deregisters ~~The~~all ~~Nominating~~securities ~~Committee~~then ~~does~~remaining ~~not~~unsold, ~~currently~~shall ~~have~~be adeemed ~~policy with regard~~ to ~~the~~be incorporated ~~consideration~~by ofreference ~~diversity~~into inthis ~~identifying~~Registration ~~director~~Statement ~~nominees.~~and ~~When~~to ~~the~~be ~~Nominating Committee reviews~~ a ~~potential~~part ~~new~~hereof ~~candidate,~~from the ~~Nominating~~date ~~Committee~~of ~~looks~~filing ~~specifically~~of atsuch ~~the~~documents, ~~candidate’s~~except ~~qualifications~~as into ~~light~~any ofdocument ~~the~~or ~~needs~~portion of ~~the~~any ~~board~~document ~~of directors and the Company at~~ that ~~time~~is ~~given~~deemed ~~the~~furnished ~~then~~and ~~current~~not ~~mix of director attributes~~filed.

~~General~~Any ~~criteria~~statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the ~~nomination~~extent ~~and~~that ~~evaluation~~a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of ~~director~~this ~~candidates~~prospectus. ~~include:~~

~~· loyalty~~You ~~and~~may ~~commitment~~request, toorally ~~promoting~~or ~~the~~in ~~long~~writing, ~~term~~a ~~interests~~copy of any or all of the ~~Company’s~~documents ~~stockholders;~~incorporated herein by reference. These documents will be provided to you at no cost, by contacting: Investor Relations, Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104 or call (415) 371-8300.

~~· the~~34 ~~highest personal and professional ethical standards and integrity;~~

· anTable ability to provide wise, informed and thoughtful counsel to top management on a range of issues;Contents

~~· a~~You ~~history~~should ofrely ~~achievement~~only ~~that~~on ~~reflects~~information ~~superior~~contained ~~standards~~in, ~~for~~or ~~themselves~~incorporated by reference into, this prospectus and ~~others;~~any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

~~· an~~35 ~~ability to take tough positions in constructively-challenging the Company’s management while at the same time working as a team player; and~~

· individualTable backgrounds that provide a portfolio of personal and professional experience and knowledge commensurate with the needs of the Company.Contents

LOGO

~~The~~Resale ~~Nominating~~of ~~Committee~~up ~~must~~to ~~also~~5,522,551 ~~ensure~~Shares ~~that the members~~ of ~~the~~Common ~~board of directors as a group maintain the requisite qualifications under the applicable Nasdaq~~ Stock ~~Market listing standards for populating the Audit, Compensation and Nominating Committees.~~

~~Written~~PROSPECTUS ~~recommendations from a stockholder for a director candidate must include the following information:~~

~~· the stockholder’s name and address~~ , as2026 ~~they appear on our corporate books;~~

· theTable class and number of shares that are beneficially owned by such stockholder;Contents

~~· the~~PART ~~dates~~II ~~upon which the stockholder acquired such shares; and~~

~~· documentary~~INFORMATION ~~support~~NOT ~~for~~REQUIRED ~~any~~IN ~~claim~~THE ofPROSPECTUS ~~beneficial ownership.~~

~~Additionally,~~Item ~~the~~13. ~~recommendation~~Other ~~needs~~Expenses toof ~~include,~~Issuance as to each person whom the stockholder proposes to recommend to the Nominating Committee for nomination to election or reelection as a director, all information relating to the person that is required pursuant to Regulation 14A under the Exchange Act, as amended, and ~~evidence satisfactory to us that the nominee has no interests that would limit their ability to fulfill their duties of office~~Distribution.

~~Once~~The ~~the~~following ~~Nominating~~table ~~Committee~~sets ~~receives~~forth ~~a recommendation, it will deliver a questionnaire to~~ the ~~director~~costs ~~candidate that requests additional information about his or her independence, qualifications~~ and ~~other~~expenses ~~information~~payable ~~that~~by ~~would~~us ~~assist the Nominating Committee~~ in ~~evaluating~~connection with the ~~individual,~~issuance asand ~~well~~distribution asof ~~certain information that must be disclosed about~~ the ~~individual~~securities inbeing registered ~~the Company’s proxy statement, if nominated~~hereunder. ~~Individuals~~All ~~must~~of ~~complete and return~~ the ~~questionnaire~~amounts ~~within~~shown ~~the~~are ~~time~~estimates, ~~frame~~except ~~provided to be considered~~ for ~~nomination by~~ the ~~Nominating~~SEC ~~Committee~~Registration Fees.

The Nominating Committee will review the stockholder recommendations and make recommendations to the board of directors that the Committee feels are in the best interests of the Company and its stockholders.


	Amount
SEC Registration Fee	$	1,677.86
Legal Fees and Expenses		50,000
Accounting Fees and Expenses		40,000
Transfer Agent and Registrar fees and expenses		5,000
Miscellaneous Expenses		0

Total expenses	$	96,677.86

~~The~~Item ~~Nominating~~14. ~~Committee~~Indemnification ~~has~~of ~~not~~Directors ~~received~~and ~~any recommendations from stockholders for the Annual Meeting~~Officers.

25Section 102(b)(7) of the DGCL authorizes a corporation in its certificate of incorporation to eliminate or limit personal liability of directors of the corporation for violations of the directors’ fiduciary duty of care. However, directors remain liable for breaches of duties of loyalty, failing to act in good faith, engaging in intentional misconduct, knowingly violating a law, paying a dividend or approving a stock repurchase which was illegal under DGCL Section 174 or obtaining an improper personal benefit. In addition, equitable remedies for breach of fiduciary duty of care, such as injunction or recession, are available.

~~Table~~Our current certificate of ~~Contents~~incorporation eliminates the personal liability of the members of our board of directors to the fullest extent permitted by the DGCL. Any repeal or modification of that provision by the stockholders of the corporation will not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

~~Communications~~Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the ~~Board~~best interests of ~~Directors~~the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

~~Stockholders~~Our ~~may~~current ~~contact~~bylaws provide anfor ~~individual~~indemnification ~~director~~of orits ~~the~~officers ~~board~~and of directors asto ~~a group, or a specified board committee or group, including~~ the ~~non-employee~~fullest ~~directors~~extent aspermitted ~~a group,~~ by the ~~following~~DGCL. ~~means:~~

Mail:	Attn: Board of Directors Jaguar Health, Inc. 201 Mission Street, Suite 2375 San Francisco, CA 94105
Email:	[email protected]

We have entered into indemnification agreements with each of our directors and officers, pursuant to which we agreed, to the maximum extent permitted by applicable law and subject to the specified terms and conditions set forth in each agreement, to indemnify a director or officer who acts on our behalf and is made or threatened to

~~Each~~II-1 communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We also may refer communications to other departments within the Company. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests the Company’s general information.

ComplaintTable andof Investigation Procedures for Accounting, Internal Accounting Controls, Fraud or Auditing MattersContents

We be ~~have~~made ~~created~~a ~~procedures~~party ~~for~~to ~~confidential~~any ~~submission~~action ~~of complaints~~ or ~~concerns~~proceeding ~~relating~~against toexpenses, ~~accounting or auditing matters and contracted with Nasdaq to facilitate the gathering~~judgments, ~~monitoring~~fines and ~~delivering~~amounts ~~reports~~paid onin ~~any~~settlement ~~submissions.~~that Asare ofincurred ~~the~~by ~~date~~such ofofficer ~~this report, there have been no submissions of complaints~~ or ~~concerns~~director toin ~~Nasdaq.~~connection ~~Complaints~~with ~~or concerns about our accounting, internal accounting controls or auditing matters may be submitted to~~ the ~~Audit~~action ~~Committee and our executive officers by contacting Nasdaq~~or proceeding. ~~Nasdaq provides phone, internet and e-mail access and is available 24 hours per day, seven days per week, 365 days per year.~~ The ~~hotline~~indemnification ~~number~~provisions isapply ~~1-844-417-8861~~whether ~~and~~ the ~~website~~action iswas ~~https://www.openboard.info/jagx.~~instituted ~~Any~~by ~~person may submit~~ a ~~written~~third ~~Accounting~~party ~~Complaint~~or toby ~~[email protected]~~us.

~~Our~~We ~~Audit~~have ~~Committee~~purchased ~~under~~and maintain ~~the~~insurance ~~direction~~on ~~and~~behalf ~~oversight~~ of ~~the~~our ~~Audit~~officers ~~Committee Chair will promptly review all submissions~~ and determine the appropriate course of action. The Audit Committee Chair has the authority, in his discretion, to bring any submission immediately to the attention of other parties or persons, including the full board of directors, ~~accountants~~that ~~and~~provides ~~attorneys.~~coverage ~~The~~for ~~Audit~~expenses ~~Committee Chair shall determine the appropriate means of addressing the concerns or complaints~~ and ~~delegate~~liabilities ~~that~~incurred ~~task~~by tothem ~~the~~in ~~appropriate~~their ~~member~~capacities ~~of senior management, or take such other action~~ as itofficers ~~deems~~and ~~necessary or appropriate to address the complaint or concern, including obtaining outside counsel or other advisors to assist the Audit Committee~~directors.

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Executive Officers

Our executive officers as of March 31, 2020 are as follows:

Name	Age	Position
Lisa A. Conte	61	Chief Executive Officer, President and Director
Steven R. King, Ph.D.	62	Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property and Secretary
Carol R. Lizak	56	Sr. Vice-President of Finance and Chief Accounting Officer
Jonathan S. Wolin	58	Chief of Staff, General Counsel and Chief Compliance Officer

Set forth below is a summary of the business experience of our Executive Vice President of Sustainable Supply, Ethnobotanical Research and Intellectual Property and Secretary, Steven R. King, our Chief Accounting Officer, Carol R. Lizak, and our Chief of Staff and General Counsel, Jonathan S. Wolin. Our Chief Executive Officer’s biography has been provided above.

Steven R. King, Ph.D. Dr. King has served as our Executive Vice President of Sustainable Supply, Ethnobotanical Research and Intellectual Property since March 2014 and as our Secretary since September 2014. He was promoted to Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property in March 2020. From 2002 to 2014, Dr. King served as the Senior Vice President of Sustainable Supply, Ethnobotanical Research and Intellectual Property at our wholly-owned subsidiary, Napo Pharmaceuticals, Inc. Prior to that, Dr. King served as the Vice President of Ethnobotany and Conservation at Shaman Pharmaceuticals, Inc. Dr. King has been recognized by the International Natural Products and Conservation Community for the creation and dissemination of research on the long-term sustainable harvest and management of Croton lechleri, the widespread source of crofelemer. Dr. King is currently a member of the board of directors of Healing Forest Conservatory, a California not-for-profit public benefit corporation. Dr. King holds a Ph.D. in Biology from the Institute of Economic Botany of the New York Botanical Garden and an M.S. in Biology from the City University of New York.

Carol R. Lizak. Ms. Lizak has served as our Chief Accounting Officer since August 13, 2019. She was promoted to Senior Vice-President of Finance and Chief Accounting Officer in March 2020. She served as our Vice President of Finance and Corporate Controller from May 2019 to August 2019. Prior to joining us, Ms. Lizak served as Senior Director and Corporate Controller of Zosano Pharma Corporation from November 2017 to January 2019, as Controller of Quantum Secure, Inc. from July 2016 to August 2017, and as Executive Director, Corporate Controller of Alexza Pharmaceuticals, Inc. from September 2014 to July 2016. Prior thereto, she spent nine years as Corporate Controller of a subsidiary of HID Global Corporation. Ms. Lizak holds an M.B.A from Pepperdine University, Graziadio School of Business and Management and a B.S. in Business Administration from the University of Santo Tomas.

Jonathan S. Wolin. Mr. Wolin has served as our Chief of Staff and General Counsel since September 4, 2019. He joined the Company in November 2018 as Chief Compliance Officer and Corporate Counsel of the Company and continues to serve as Chief Compliance Officer. Prior to joining the Company, Mr. Wolin served as an independent consultant advising clients on corporate compliance from June 2017 to November 2018, as Chief Administrative Officer of Braden Partners (d/b/a Pacific Pulmonary Services) from September 2016 to May 2017, as Chief Compliance Officer of Natera, Inc. from June 2015 to August 2016, and as Chief Compliance Officer of Braden Partners from September 2013 to May 2015. Mr. Wolin holds a J.D. from The Catholic University of America, Columbus School of Law, an M.B.A. from The George Washington University — School of Business and a B.S. in Accounting from the University of Maryland.

Officers serve at the discretion of the board of directors. There are no family relationships among any of our executive officers or among any of our executive officers and our directors. There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.

EXECUTIVE COMPENSATION

The total compensation paid to the Company’s Principal Executive Officer and its three highest compensated executive officers other than the Principal Executive Officer, respectively, for services rendered in 2019 and 2018, as applicable, is summarized as follows:

Table of Contents

	Year	Salary ($)	Bonus ($)	Option awards ($)(1)	All other compensation ($)(2)	Total ($)
Lisa A. Conte	2019	500,000	—	917,935	15,230	1,433,165
President and Chief Executive Officer	2018	480,000	30,000	490,046	19,014	1,019,060
Steven R. King, Ph.D.	2019	291,931	—	305,010	31,736	628,677
Chief, Sustainable Supply, Ethnobotanical Research and Intellectual Property	2018	287,045	—	460,001	36,316	783,362
Jonathan Wolin	2019	270,133	—	88,332	22,930	381,395
Chief of Staff, General Counsel and Chief Compliance Officer	2018	24,667	—	1,018	—	25,685
Karen S. Wright	2019	206,840	—	130,925	—	337,765
Chief Financial Officer and Treasurer(3)	2018	280,667	30,000	120,509	—	431,175

Footnotes to Summary Compensation Table

(1) Represents the dollar amounts recognized for financial statement reporting purposes with respect to the fiscal year (for stock option awards) determined under FASB ASC Topic 718. On June 3, 2019, the Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-70 reverse split of the Company’s voting common stock, effective June 7, 2019. The reverse split has been retrospectively reflected in the following options held by each executive officer as of December 31, 2019:

a. Ms. Conte—an aggregate of 1,052,5431 shares were granted as follows: 153 shares granted April 1, 2014, 81 shares granted July 2, 2015, 108 shares granted July 7, 2015, 66 shares granted April 1, 2016 which became effective at the annual stockholders’ meeting of June 14, 2016, 303 shares granted September 22, 2016, 16 shares granted December 19, 2016, 272 shares granted December 21, 2017, 3,093 shares granted on March 12, 2018, 6,399 shares granted on June 1, 2018, and 1,042,052 shares granted on July 24, 2019. The weighted average exercise price of all of Ms. Conte’s option grants is $6.45. On March 20, 2020, Ms. Conte was granted 227,429 shares at an exercise price of $0.45.

b. Dr. King—an aggregate of 351,029 shares were granted as follows: 89 shares granted April 1, 2014, 47 shares granted July 2, 2015 which became effective at the annual stockholders’ meeting of June 14, 2016, 27 shares granted April 1, 2016 which became effective at the annual stockholders’ meeting of June 14, 2016, 22 shares granted September 22, 2016, 4 shares granted December 19, 2016, 91 shares granted December 21, 2017, 1,265 shares granted on March 12, 2018, 2,133 shares granted on June 1, 2018, and 347,351 shares granted on July 24, 2019. The weighted average exercise price of all of Dr. King’s option grants is $6.63. On March 20, 2020, Dr. King was granted 75,810 shares at an exercise price of $0.45.

c. Mr. Wolin—an aggregate of 305,442 shares were granted as follows: 1,429 shares granted November 28, 2019, 260,513 shares granted on July 24, 2019, and 41,500 shares granted on September 5, 2019. The weighted average exercise price of all of Mr. Wolin’s options grants is $1.79. On March 20, 2020, Dr. King was granted 56,857 shares at an exercise price of $0.45.

d. Ms. Wright—an aggregate of 306,286 shares were granted as follows: 19 shares granted November 23, 2015, 4 shares granted April 1, 2016 which became effective at the annual stockholders’ meeting of June 14, 2016, 99 shares granted September 22, 2016, 3 shares granted December 19, 2016, 52 shares granted December 21, 2017, 951 shares granted on March 12, 2018, 1,226 shares granted on June 1, 2018, and 303,932 shares granted on July 24, 2019. The weighted average exercise price of all of Ms. Wright’s option grants is $4.91. Ms. Wright resigned from the Board on August 9, 2019, and as a result, all outstanding options held by Ms. Wright expired on November 8, 2019.

e. All of the April 1, 2014 option grants vested 25% on January 1, 2015 (nine months from grant date), with the remainder vesting equally over the following 27 months such that the options are vested in full on April 1, 2017. Ms. Wright’s November 23, 2015 option vested 25% on September 9, 2016, with the remainder vesting equally over the following 27 months such that the option is vested in full on November 9, 2018. All of the July 2, 2015 options were granted contingent upon approval of the Company’s stockholders at the June 14, 2016 annual stockholders’ meeting and vest 1/36th per month beginning one month after grant date, with the remainder vesting equally over the following 35 months such that the option is vested in full on July 2, 2018. Ms. Conte’s July 7, 2015 option was likewise granted contingent upon approval of the Company’s stockholders at the June 14, 2016 annual stockholders’

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meeting and vests 1/36th per month beginning one month after grant date, with the remainder vesting equally over the following 35 months such that the option is vested in full on July 7, 2018. All of the options granted on April 1, 2016 which became effective at the annual stockholders’ meeting of June 14, 2016, September 22, 2016, December 19, 2016 vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on December 19, 2019. All of the December 21, 2017 options grants vested in full as of March 31, 2018 if the option holder was an employee on that date. All of the March 12, 2018 options grants vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on March 12, 2021. All of the June 1, 2018 options grants vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on June 1, 2021.All of the July 24, 2019 option grants vest 1/36th per month over thirty-six months with additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The options will vest in full on July 23, 2022.

(2) Amounts shown in this column reflect incremental health insurance premiums paid for such executive’s family members.

(3) Ms. Wright served as Chief Financial Officer and Treasurer from December 15, 2015 until August 9, 2019.

Narrative to Summary Compensation Table

Understanding our history is key to the understanding of our compensation structure for 2018 and 2019. After our initial public offering closed on May 18, 2015, the executive officers of privately-held Jaguar Health, Inc. (f/k/a Jaguar Animal Health, Inc.) became our named executive officers.

Base Salary

On July 2, 2015, the Compensation Committee increased Ms. Conte’s annual base salary from $400,000 to $440,000 and Dr. King’s annual base salary from $255,000 to $280,500. The pay increases were effective June 15, 2015. On December 15, 2015, the Company’s board of directors appointed Karen S. Wright as the Company’s new Chief Financial Officer. Ms. Wright’s annual base salary is $240,000. On April 12, 2018, the Compensation Committee increased Ms. Conte’s annual base salary from $440,000 to $500,000, Dr. King’s annual base salary from $280,500 to $290,317, and Ms. Wright’s annual base salary from $240,000 to $301,000, all effective May 31, 2018. On November 1, 2019, Dr. King’s annual base salary was increased from $290,317 to $300,000. On September 6, 2019, we entered into a promotion letter with Mr. Wolin, pursuant to which his base salary was increased to $280,800, effective September 1, 2019. His annual base salary was increased to $300,000 and $309,000 effective November 1, 2019 and April 1, 2020, respectively.

Bonuses

We paid a one-time performance-based cash bonus of $30,000 to both Ms. Conte and Ms. Wright in 2018.

Equity Compensation

Ms. Conte and Dr. King received stock option grants at the time they were hired by privately-held Jaguar Animal Health, Inc. Such options generally vest over time, with 25% of the options vesting after nine months of employment and monthly vesting thereafter with full vesting after three years. Ms. Wright and Mr. Wolin received stock option grants with a similar vesting schedule at the time they were hired by us. The board of directors periodically grants additional options to the current named executive officers that typically vest ratably over a three-year period.

All stock options and RSUs issued to our current named executive officers vest and become exercisable upon a change in control.

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Outstanding Equity Awards at 2019 Fiscal Year End

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2019.

	Options Vesting Commencement	Number of Securities Underlying Unexercised Options			Option exercise		Stock Option expiration
	Date	Exercisable	Unexercisable		price		date
Lisa A. Conte	4/1/2014	153	—	(1)	$	1,659	4/1/2024
	7/2/2015	81	—	(2)	$	5,344.50	7/2/2025
	7/7/2015	108	—	(3)	$	5,082.00	7/7/2025
	4/1/2016	66	—	(4)	$	1,659.00	4/1/2026
	9/22/2016	303	—	(5)	$	1,312.50	9/22/2026
	12/19/2016	16	—	(6)	$	777.00	12/19/2026
	12/21/2017	272	—	(7)	$	129.57	12/21/2027
	3/12/2018	2,663	430	(8)	$	588.00	3/12/2028
	6/1/2018	4,088	2,311	(9)	$	190.86	6/1/2028
	7/24/2019	347,350	694,702	(10)	$	1.73	7/24/2019
Steven R. King, Ph.D.	4/1/2014	89	—	(1)	$	2,661.75	4/1/2024
	7/2/2015	47	—	(2)	$	5,344.505	7/2/2025
	4/1/2016	27	—	(4)	$	1,659.00	4/1/2026
	9/22/2016	22	—	(5)	$	1,312.50	9/22/2026
	12/19/2016	4	—	(6)	$	11.10	12/19/2026
	12/21/2017	91	—	(7)	$	129.57	12/21/2027
	3/12/2018	1,089	176	(8)	$	588.00	3/12/2028
	6/1/2018	1,362	771	(9)	$	190.86	6/1/2028
	7/24/2019	115,783	231,568	(10)	$	1.73	7/24/2019
Jonathan Wolin	11/28/2018	595	834		$	30.80	11/28/2018
	7/24/2019	57,891	202,622	(10)	$	1.73	7/24/2019
	9/5/2019	7,250	36,250		$	1.20	9/5/2019
Karen S. Wright	11/9/2015	0	—	(11)	$	30.60	11/23/2025
	4/1/2016	0	—	(11)	$	23.70	4/1/2026
	9/22/2016	0	—	(11)	$	18.75	9/22/2026
	12/19/2016	0	—	(11)	$	11.10	12/19/2026
	12/21/2017	0	—	(11)	$	1.85	12/21/2027
	3/12/2018	0	—	(11)	$	8.40	3/12/2028
	6/1/2018	0	—	(11)	$	2.73	6/1/2028
	7/24/2019	—	—	(11)	$	1.73	7/24/2019

(1) On January 1, 2015, 25% of each of such named executive officer’s shares vested and became exercisable. The remainder of the shares were vested in approximately equal monthly installments through April 1, 2017, subject to continued service with us through each relevant vesting date.

(2) The shares were granted on July 2, 2015 contingent upon the approval of the stockholders at the June 14, 2016 annual stockholders’ meeting and vest 1/36th per month beginning one month after grant date, with the remainder vested equally over the following 35 months such that the option was fully vested on July 2, 2018, subject to continued service with us through each relevant vesting date.

(3) The shares were granted on July 7, 2015 contingent upon the approval of the stockholders at the June 14, 2016 annual stockholders’ meeting and vested 1/36th per month beginning one month after grant date, with the remainder vested equally over the following 35 months such that the option was fully vested on July 7, 2018, subject to continued service with us through each relevant vesting date.

(4) The options were granted on April 1, 2016, which became effective at the annual stockholders’ meeting of June 14, 2016, and vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on April 1, 2019, subject to continued service with us through each relevant vesting date.

(5) The options were granted on September 22, 2016 and vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on September 22, 2019, subject to continued service with us through each relevant vesting date.

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(6) The options were granted on December 19, 2016 and vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on December 19, 2019, subject to continued service with us through each relevant vesting date.

(7) The options were granted on December 21, 2017 and vest 100% on March 31, 2018 if the officer is an employee as of such date.

(8) The options were granted on March 12, 2018 and vest 1/36th per month over thirty-six months such that the option is vested in full on March 12, 2021, subject to continued service with us through each relevant vesting date.

(9) The options were granted on June 1, 2018 and vest 1/36th per month over thirty-six months such that the option is vested in full on June 12, 2021, subject to continued service with us through each relevant vesting date.

(10) The options that were granted on July 24, 2019 vest 1/36th per month over thirty-six months with additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The option will vest in full on July 23, 2022

(11) Ms. Wright did not exercise her vested options between her resignation on August 9, 2019 and 90 days hence. Therefore, her vested options forfeited on November 8, 2019 and her unvested options forfeited on the day of her resignation.

Executive Employment Agreements

Lisa A. Conte

In March 2014, we entered into an offer letter with Ms. Conte to serve as our Chief Executive Officer, effective March 1, 2014, in an at-will capacity. Under this offer letter, Ms. Conte’s annual base salary is $400,000, she is eligible for an annual target bonus of 30% of her base salary. Effective June 15, 2015, our board of directors has reviewed the terms of Ms. Conte’s employment arrangement in connection with its annual compensation review, and has adjusted Ms. Conte’s base salary to $440,000. Ms. Conte is entitled to participate in all employee benefit plans, including group health care plans and all fringe benefit plans. Effective May 1, 2018, the Compensation Committee adjusted Ms. Conte’s base salary to $500,000.

In April 2014, Ms. Conte was granted a stock option to purchase 153 shares of Common Stock at an exercise price of $2,661.75 per share. The option has a 10-year term and vests as follows: 25% vested on January 1, 2015, 9 months after the grant date, with the remainder vesting equally over the next 27 months such that the option was vested in full on April 1, 2017. On June 2, 2014, Ms. Conte was granted 255 RSUs, or RSUs. Fifty percent of the shares of Common Stock underlying the RSUs vested and were issued on January 1, 2016, and the remaining 50% will vest and be issuable on July 1, 2017 pursuant to the terms of the RSU agreement. In the event of a change in control, as defined in the Jaguar Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”), the vesting of all outstanding awards granted to Ms. Conte under the 2013 Plan will accelerate if Ms. Conte’s service with us is terminated without cause within twelve months of the change in control.

In June 2016, Ms. Conte was granted a stock option to purchase 19 shares of Common Stock at an exercise price of $7,035 per share. The option has a 10-year term and vests as follows: 81% vested January 14, 2018, 19 months after the grant date, with the remainder vesting equally over the next 7 months such that the option was vested in full on June 13, 2019. In the event of a change in control, as defined in the Jaguar Health, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), the vesting of all outstanding awards granted to Ms. Conte under the 2014 Plan will accelerate if Ms. Conte’s service with us is terminated without cause within twelve months of the change in control.

Steven R. King, Ph.D.

In February 2014, we entered into an offer letter with Dr. King to serve as our Executive Vice President, Sustainable Supply, Ethnobotanical Research and Intellectual Property, effective March 1, 2014, in an at-will capacity. Under the offer letter, Dr. King’s annual base salary is $255,000, he is eligible for an annual target bonus of 30% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. Effective June 15, 2015, our board of directors has reviewed the terms of Dr. King’s employment arrangement in connection with its annual compensation review, and has adjusted Dr. King’s base salary to $280,500. Dr. King is entitled to participate in all employee benefit plans, including group health care plans and all fringe benefit plans. Effective May 1, 2018, the Compensation Committee adjusted Dr. King’s base salary to $290,317. On November 1, 2019, Dr. King’s annual base salary was increased from $290,317 to $300,000.

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In April 2014, Dr. King was granted a stock option to purchase 93,556 shares of Common Stock at an exercise price of $2.54 per share. The option has a 10-year term and vests as follows: 25% vested on January 1, 2015, 9 months after the grant date, with the remainder vesting equally over the next 27 months such that the option was vested in full on April 1, 2017. In June 2014, Dr. King was granted 10,395 RSUs. Fifty percent of the shares of Common Stock underlying the RSUs vested and were issued on January 1, 2016, and the remaining 50% will vest and be issuable on July 1, 2017 pursuant to the terms of the RSU agreement. In the event of a change in control, as defined in the 2013 Plan, the vesting of all outstanding awards granted to Dr. King under the 2013 Plan will accelerate if Dr. King’s service with us is terminated without cause within twelve months of the change in control.

In June 2016, Dr. King was granted a stock option to purchase 27 shares of Common Stock at an exercise price of $1,659 per share. The option has a 10-year term and vests as follows: 81% vested January 14, 2018, 19 months after the grant date, with the remainder vesting equally over the next 7 months such that the option was vested in full on June 13, 2019. In the event of a change in control, as defined in the Jaguar Health, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), the vesting of all outstanding awards granted to Dr. King under the 2014 Plan will accelerate if Dr. King’s service with us is terminated without cause within twelve months of the change in control.

Jonathan S. Wolin

In November 2018, we entered into an offer letter with Mr. Wolin to serve as our Chief Compliance Officer, effective November 28, 2018, in an at will capacity. Under the offer letter Mr. Wolin’s annual base salary is $260,000, he is eligible to receive an annual target bonus of 40% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. On September 6, 2019, we entered into a promotion letter with Mr. Wolin, pursuant to which his base salary was increased to $280,800, effective September 1, 2019. His annual base salary was increased to $300,000 and $309,000 effective November 1, 2019 and April 1, 2020, respectively.

In November 2018, Mr. Wolin was granted a stock option to purchase 1,429 shares of Common Stock at an exercise price of $30.80 per share. The options have a 10 year term and vests as follows: 25% vested on August 28, 2019, 9 months after the grant date, with the remainder vesting equally over the next 27 months such that the option will vest in full in November 2021. In the event of a change in control, as defined under the 2014 Plan, the vesting of all outstanding awards granted to Mr. Wolin under the 2014 Plan will accelerate if Mr. Wolin’s service with us is terminated without cause within twelve months of the change in control.

Karen S. Wright

In October 2015, we entered into an offer letter with Ms. Wright to serve as our Executive Vice President, Finance, effective November 9, 2015, in an at-will capacity. On December 15, 2015 the board of directors approved Ms. Wright’s appointment to serve as our Chief Finance Officer. Under the offer letter, Ms. Wright’s annual base salary is $240,000, she is eligible for an annual target bonus of 25% of her base salary, and she is eligible to participate in the employee benefit plans we offer to our other employees. Effective May 1, 2018, the Compensation Committee adjusted Ms. Wright’s base salary to $301,000.

In November 2015, Ms. Wright was granted a stock option to purchase 19 shares of Common Stock at an exercise price of $2,142 per share. The option has a 10-year term and vests as follows: 25% vested on August 9, 2016, 9 months after the hire date, with the remainder vesting equally over the next 27 months such that the option is vested in full on November 9, 2018. On August 9, 2019, Ms. Wright resigned as Chief Financial Officer and Treasurer of the Company.

In June 2016, Ms. Wright was granted a stock option to purchase 4 shares of Common Stock at an exercise price of $1,659 per share. The option has a 10-year term and vests as follows: 81% vested January 14, 2018, 19 months after the grant date, with the remainder vesting equally over the next 7 months such that the option was vested in full on June 13, 2019. In the event of a change in control, as defined in the Jaguar Health, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), the vesting of all outstanding awards granted to Ms. Wright under the 2014 Plan will accelerate if Ms. Wright’s service with us is terminated without cause within twelve months of the change in control.

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Compensation of Directors

The following table summarizes the total compensation earned in 2018 and 2019 for the Company’s non-management directors. Ms. Conte receives no additional compensation for her service as a director. Messrs. Johnson and Siegel did not join the board of directors until March 2018, and Messrs. Divis and MacNaughtan did not join the board of directors until June 2018, and therefore, did not receive any compensation for 2018. Messrs. Johnson and MacNaughtan resigned from the Board effective February 21, 2020.

	Year	Fees Earned or Paid in Cash ($)	Option awards ($)(6)	Total ($)
James J. Bochnowski	2019	—	280,373	280,373
	2018	—	160,622	114,976
Folkert W. Kamphuis(1)	2019	—	—	—
	2018	—	109,931	109,931
Jiahao Qui	2019	—	—	—
	2018	—	18,065	18,065
Zhi Yang(2)	2019	—	—	—
	2018	—	18,065	18,065
John Micek III	2019	—	148,938	148,938
	2018	—	108,760	108,760
Ari Azhir(3)	2019	—	—	—
	2018	—	30,327	30,327
Jeffery C. Johnson(4)	2019	—	76,580	76,580
	2018	—	29,286	29,286
Greg J. Divis	2019	—	69,858	69,858
	2018	—	15,223	15,223
Jonathan B. Siegel	2019	—	101,012	101,012
	2018	—	29,286	29,286
Murray David MacNaughtan(5)	2019	—	69,858	69,858
	2018	—	15,223	15,223

Footnote to Compensation of Directors Table

(1) Mr. Kamphuis’s 3-year term on the board of directors ended effective May 18, 2018.

(2) Dr. Yang’s 3-year term on the board of directors ended effective May 18, 2018.

(3) Dr. Azhir resigned from the board of directors effective March 29, 2018.

(4) Mr. Johnson resigned from the board of directors effective February 21, 2020.

(5) Mr. MacNaughtan resigned from the board of directors effective February 21, 2020.

(6) Represents the dollar amounts recognized for financial statement reporting purposes with respect to the fiscal year (for stock option awards) determined under FASB ASC Topic 718. The aggregate number of options held by each non-management director officer as of December 31, 2019 was as follows: Mr. Bochnowski holds an aggregate of 213,184 options (38 options granted in fiscal year 2014, 19 options granted in fiscal year 2015, 98 options granted in fiscal year 2016 ,4,619 options granted in fiscal year 2018 and 208,410 options granted in fiscal year 2019). Mr. Bochnowski was granted 45,486 options in March 2020; Mr. Kamphuis holds an aggregate of 889 options (48 options granted in fiscal year 2015; 82 options granted in fiscal year 2016 and 759 options granted in fiscal year 2018); Mr. Qui holds an aggregate of 197 options (10 options granted in fiscal year 2015; 2 options granted in fiscal year 2016 and 185 options granted in fiscal year 2015); Dr. Yang holds no outstanding options. Mr. Micek III holds an aggregate of 124,324 options (102 options granted fiscal year 2016, 2,649 options granted fiscal year 2018 and 121,573 options granted in fiscal year 2019). Mr. Micek was granted 26,533 options in March 2020.; Mr. Azhir holds an aggregate of 654 options (93 options granted fiscal year 2016 and 561 options granted fiscal year 2018); Mr. Johnson holds an aggregate of 123,071 options (1,498 options granted fiscal year 2018 and 121,573 options granted in fiscal year 2019); Mr. Divis holds an aggregate of 123,071 options (1,498 options granted fiscal year 2018 and 121,573 options granted in fiscal year 2019). Mr. Divis was granted 26,533 options in March 2020.; Mr. Siegel holds an aggregate of 209,908 options (1,498 options granted fiscal year 2018 and 208,410 options granted in fiscal year 2019), Mr. Siegel was granted 45,486 options in March 2020.; and Mr. MacNaughtan holds an aggregate of 123,071 options (1,498 options granted fiscal year 2018 and 121,573 options granted in fiscal year 2019).

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Certain Relationships and Related Person Transactions

The following includes a summary of transactions since January 1, 2019, to which we have been a party in which the amount involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent (1%) of the average of our total assets at year-end for the prior two fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Compensation arrangements for our directors and executive officers are described in our annual proxy statement on Schedule 14A.

Transactions with Sagard

On May 29, 2019, the Company entered into a securities purchase agreement with Sagard Capital Partners, L.P. (“Sagard”), pursuant to which the Company issued to Sagard a promissory note in the principal amount of $500,000 (as amended, the “Sagard Note”) and a 5-year warrant (the “Sagard Warrant”) to purchase 187,500 in shares of the Company’s common stock (the “Sagard Warrant Shares”). The Sagard Note bore interest at the rate of 12% per annum and was scheduled to mature on July 31, 2019. On July 23, 2019, the Company entered into a payoff letter with Sagard, pursuant to which the Company paid Sagard $508,712 in cash to repay in full the Sagard Note, including interest accrued thereon.

On May 30, 2019, in consideration for the consent and waiver by Sagard to the Company’s guarantee of Napo’s obligations under the Existing Notes (as defined below) and the transactions contemplated in the Exchange Agreements (defined below) and Security Agreements (defined below), the Company agreed to pay Sagard a consent fee in an amount equal to $250,000, which was paid in July 2019.

At the time of the above-referenced transactions, Sagard held in excess of 5% of our outstanding shares of Common Stock on an as-converted basis.

Transactions with CVP

In January through May 2019, the Company entered into exchange agreements with Chicago Venture Partners L.P. (“CVP”), pursuant to which the Company issued 395,970 shares of Common Stock in the aggregate to CVP in exchange for the elimination of approximately $6.4 million in the principal amount of secured promissory notes bearing interest at the rate of 8% per annum that were issued by the Company between June 2017 and March 2018 (the “CVP Notes”). The shares of Common Stock that were exchanged for portions of the secured promissory notes were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

On May 28, 2019, the Company and Napo (collectively, “the “Borrower”) entered into an exchange agreement (the “Exchange Agreement”) with CVP, the holder of $10.5 million outstanding aggregate amount of convertible promissory notes issued by Napo pursuant to the Amended and Restated Note Purchase Agreement, dated March 31, 2017, by and between Napo, Kingdon Associates, M. Kingdon Offshore Master Fund L.P., Kingdon Family Partnership, L.P., and Kingdon Credit Master Fund L.P. (collectively, the “Existing Notes”). Pursuant to the Exchange Agreement, CVP exchanged the Existing Notes for a secured promissory note in the original principal amount of $10,535,900 the (“Exchange Note 1”) and a secured promissory note in the original principal amount of $2,296,926 (“Exchange Note 2” and together with Exchange Note 1, the “Exchange Notes”). The Exchange Notes bear interest at the rate of 10% per annum and mature on December 31, 2020. The outstanding balance of Exchange Note 2 is equal to the exchange fee that the Company agreed to pay CVP in consideration of certain accommodations granted to the Company and Napo, including but not limited to the extension of the maturity dates of the Existing Notes and the legal and other fees incurred by CVP in connection with the effectuation of the transactions contemplated under the Exchange Agreement.

Between May 2019 and July 2019, the Company and CVP entered into note exchange agreements pursuant to which the Company made prepayments of principal and related accrued interest of $6,154,366 and $89,809, respectively, in lieu of making cash payments to CVP on Exchange Note 1, by issuing 1,119,440 shares of the Company’s common stock to CVP. These exchanges of principal and related accrued interest resulted in debt extinguishments accounted for under ASC 470-50, and for the year ended December 31, 2019, the Company recorded a net loss on extinguishment of $428,776 for Exchange Note 1. At December 31, 2019, the net carrying value of Exchange Note 1 and Exchange Note 2 was $4,381,535 and $2,296,926, respectively, or an aggregate principal balance of $6,678,461.

On May 28, 2019, CVP also entered into security agreements with the Company (the “Jaguar Security Agreement”) and Napo (the “Napo Security Agreement”, and together with the Jaguar Security Agreement, the “Security Agreements”), pursuant to which CVP received (i) a security interest in substantially all of the Company’s assets as security for the Company’s obligations under Exchange Note 2 and (ii) a security interest in substantially all of Napo’s assets as security for Napo’s obligations under Exchange Note 1 and Exchange Note 2. Notwithstanding the foregoing, (a) the amount owing under Exchange Note 2 will not be considered part of the obligations secured by the Napo Security Agreement until such time as Jaguar receives permission from Sagard and (b) the security interest granted under the Jaguar Security Agreement will be automatically terminated and released upon Jaguar’s receipt of a waiver from Sagard.

At the time of the above-referenced transactions, CVP held in excess of 5% of our outstanding shares of Common Stock.

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Transactions with Oasis Capital

In January through March of 2019, the Company issued 190,476 shares of Common Stock to Oasis Capital pursuant to a common stock purchase agreement, dated January 7, 2019, between the Company and Oasis Capital (the “January CSPA”) in a primary offering consisting of an equity line at a fixed price of $52.50 per share or such other price agreed upon between the Company and Oasis Capital from time to time.

On March 24, 2019, the Company entered into a securities purchase agreement with Oasis Capital, pursuant to which the Company issued and sold in a registered public offering by the Company directly to Oasis Capital an aggregate of 19,019 shares of Common Stock at an offering price of $14.00 per share for gross proceeds of approximately $266,266 before deducting the placement agent fee and related offering expenses.

On April 5, 2019, the Company issued 4,843 shares of Common Stock to Oasis Capital pursuant to a common stock purchase agreement, dated April 1, 2019, between the Company and Oasis Capital (the “April CSPA”), which shares were offered and sold in a primary offering consisting of an equity line at a price of $20.65 per share. The April CSPA was cancelled on June 14, 2019.

On November 13, 2019, the Company entered into a securities purchase agreement with Oasis Capital, pursuant to which the Company issued and sold, in a registered public offering by the Company directly to Oasis Capital, pre-funded warrants to purchase up to 2,222,223 shares (the “Pre-Funded Warrant Shares”) of Common Stock at an offering price of $0.80 per share (the “Pre-Funded Warrants”), which when added together with the exercise price of $0.01 per share, equaled the Minimum Price as defined under Nasdaq Listing Rule 5635(d).

On December 23, 2019, the Company entered into an exchange agreement (the “Exchange Agreement”) with Oasis Capital, pursuant to which Oasis Capital exchanged the remaining Pre-Funded Warrants exercisable for 1,236,223 shares of Common Stock and 695,127 Pre-Funded Warrant Shares currently held by Oasis Capital (collectively, the “Exchange Securities”) for 10,165 shares (the “Series B-2 Preferred Shares”) of the Company’s newly authorized Series B-2 Convertible Preferred Stock pursuant to Section 3(a)(9) of the Securities Act (the “Exchange Transaction”). No additional shares of Common Stock were issued to Oasis Capital in the Exchange Transaction, and the number of shares of Common Stock underlying the Exchange Securities is equal to the number of shares of Common Stock underlying the Series B-2 Preferred Shares.

On March 24, 2020, the Company entered into an equity purchase agreement (the “ELOC Purchase Agreement”) with Oasis Capital which provides that, upon the terms and subject to the conditions and limitations set forth therein, Oasis Capital is committed to purchase up to an aggregate of $2.0 million of shares of Common Stock over the 36-month term of the ELOC Purchase Agreement.

At the time of the above-referenced transactions, Oasis Capital held in excess of 5% of our outstanding shares of Common Stock.

Transactions with Ionic Ventures, LLC

On July 23, 2019, the Company issued 2,291 shares of Series B Preferred Stock, Series 1 warrants to purchase 1,250,000 shares of Common Stock (“Series 1 Warrants”), and Series 2 warrants to purchase 1,250,000 shares of Common Stock (“Series 2 Warrants”) to Ionic Ventures, LLC (“Ionic”) as part of an underwritten registered public offering (the “July 2019 Offering”).

On October 2, 2019, the Company entered into a warrant exercise agreement with Ionic, pursuant to which Ionic exercised for cash all of its Series 1 Warrants in accordance with the existing terms of the Series 1 Warrants for gross proceeds of $1,750,000 in exchange for the Company’s issuance to Ionic of 63 shares (the “Series B-1 Preferred Shares”) of the Company’s Series B-1 Preferred Stock, with a stated value of $12,201 (the “Series B-1 Preferred Stock”), which Series B-1 Preferred Shares are convertible for 630,063 shares of Common Stock.

On March 24, 2020, the Company entered into a warrant exercise and preferred stock amendment agreement (the “Amendment Agreement”) with Ionic, pursuant to which Ionic agreed to exercise in cash its Series 2 Warrants at a reduced exercise price of $0.5227 per share for gross proceeds to the Company of approximately $653,400. As further inducement to enter into the Amendment Agreement, the Company agreed to reduce the conversion price of the Company’s Series B Preferred Stock (of which Ionic remains the sole holder) from $2.00 to $0.4456.

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Transactions with Bryan Ezralow

On April 3, 2019, the Company entered into securities purchase agreements with certain entities controlled by Bryan Ezralow (the “Ezralow Entities”), pursuant to which the Company issued promissory notes in the aggregate principal amount of $1,000,000 (the “Ezralow Notes”) and 5-year warrants to purchase 500,000 shares of the Company’s common stock (the “Ezralow Warrant Shares”) for an aggregate purchase price of $1,000,000. The Ezralow Notes bore interest at the rate of 12% per annum and were scheduled to mature on July 31, 2019. On July 23, 2019, the Company entered into payoff agreements with the Ezralow Entities, pursuant to which the Ezralow Notes were cancelled in consideration for the Company’s payment of $518,082 in cash and the application of an additional $518,082 in funds allocated for repayment of the Ezralow Notes towards the purchase of units in the July 2019 Offering.

Mr. Ezralow held in excess of 5% of our outstanding shares of Common Stock on an as converted basis following the consummation of the above-referenced transaction.

Transactions with Lisa A. Conte

Lisa A. Conte has served as our President, Chief Executive Officer and a member of our board of directors since she founded the Company in June 2013. On June 4, 2019, the Company entered into a securities purchase agreement with Ms. Conte, pursuant to which the Company issued a promissory note in the principal amount of $100,000 (the “Conte Note”) and a 5-year warrant to purchase 37,500 shares of the Company’s common stock (the “Conte Warrant Shares”) for an aggregate purchase price of $100,000. The Conte Note bore interest at the rate of 12% per annum and was scheduled to mature on July 31, 2019. On July 23, 2019, the Company entered into a payoff letter with Ms. Conte, pursuant to which the Company paid Ms. Conte $101,610 in cash to repay in full the Conte Note, including interest accrued thereon.

Transactions with James J. Bochnowski

James J. Bochnowski has served as a member of our board of directors since February 2014 and as Chairperson of our board since June 2014. On April 11, 2019, the Company entered into a securities purchase agreement with Bochnowski Family Trust (the “Bochnowski Trust”), for which Mr. Bochnowski is a co-trustee and beneficiary and shares voting and investment control over securities held in such trust, pursuant to which the Company issued a promissory note in the principal amount of $350,000 (the “Bochnowski Note”) and a 5-year warrant to purchase 218,750 shares of the Company’s common stock for an aggregate purchase price of $350,000. The Bochnowski Note bore interest at the rate of 12% per annum and was scheduled to mature on July 31, 2019. On July 23, 2019, the Company entered into a payoff agreement with the Bochnowski Trust, pursuant to which the Bochnowski Note was cancelled in consideration for the Company’s application of $361,161 in funds allocated for repayment of the Bochnowski Note towards the purchase of units in the July 2019 Offering.

Transactions with Jonathan B. Siegel

Mr. Siegel has served as a member of our board of directors since March 2018. On May 31, 2019, the Company entered into a securities purchase agreement with JBS Healthcare Ventures LLC (the “JBS”), for which Mr. Siegel is the sole member, pursuant to which the Company issued promissory notes in the aggregate principal amount of $75,000 (the “JBS Notes”) and 5-year warrants to purchase 34,375 shares of the Company’s common stock (the “JBS Warrant Shares”) for an aggregate purchase price of $75,000. The JBS Notes bore interest at the rate of 12% per annum and were scheduled to mature on July 31, 2019. On July 23, 2019, the Company entered into a payoff agreement with the JBS, pursuant to which the JBS Notes were cancelled in consideration for the Company’s payment of $50,821 in cash and the application of an additional $25,410 in funds allocated for repayment of the JBS Notes towards the purchase of units in the July 2019 Offering.

Transactions with Charles C. Conte

Charles C. Conte is the brother of Lisa A. Conte, who has served as our President, Chief Executive Officer and a member of our board of directors since she founded the company in June 2013.

On March 24, 2020, the Company entered into a Landlord Letter of Credit Agreement with Charles Conte (the “LC Facilitator”), pursuant to which the Company will pay the LC Facilitator an amount equal to $10,000 per month as consideration for delivering to the landlord (the “Landlord”) of the Company’s office space located at 201 Mission Street, Suite 2375, San Francisco, California (the “Premises”), a standby, unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”), naming the Landlord as beneficiary, as collateral for the full performance by the Company of all of its obligations under the office lease agreement relating to the Premises. The Company also agreed to reimburse LC Facilitator up to $7,500 for reasonable out-of-pocket expenses incurred in establishing the Letter of Credit.

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Indemnification Agreements

We have entered into indemnification agreements with each of our directors and officers. These agreements, among other things, require us or will require us to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted incurred by the director or officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or officer.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Mayer Hoffman McCann P.C. served as our independent registered public accounting firm for the fiscal year ended December 31, 2019. The following table represents the aggregate fees billed to us by Mayer Hoffman McCann P.C in 2019 for audit and other services rendered.

	Years ended December 31,
	2019		2018
Audit Fees	$	570,497	—
Audit Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total	$	570,497	—

Audit fees include fees and out-of-pocket expenses, whether or not yet invoiced, for professional services provided in connection with the review of our quarterly financial statements. In 2019, audit fees also include fees for our follow-on public offering. Substantially all of Mayer Hoffman McCann P.C.’s (“MHM”) personnel, who work under the control of .MHM shareholders, are employees of wholly-owned subsidiaries of CBIZ, Inc., which provides personnel and various services to MHM in an alternative practice structure.

Former Principal Accountant Fees and Services

On April 2, 2019, BDO USA, LLP notified us that it declined to stand for re-election as our independent registered public accounting firm for the fiscal year ending December 31, 2019. This change became effective on April 10, 2019 upon the filing of our Form 10-K for the year ended December 31, 2018. The reports of BDO USA, LLP on our consolidated financial statements for the fiscal years ended December 31, 2018 and 2017 contained explanatory paragraphs regarding our ability to continue as a going concern and a change in its accounting method for recognizing revenue from contracts with customers due to the adoption of Topic 606: Revenue from Contracts with Customers, and contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2018 and 2017, and in the subsequent interim period through April 2, 2019, there were no disagreements with BDO USA, LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedure which, if not resolved to the satisfaction of BDO USA, LLP, would have caused BDO USA, LLP to make reference to the matter in its reports on the financial statements for such years.

During the two fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through April 2, 2019, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K), except as follows:

· BDO USA, LLP’s audit reports for the fiscal years ended December 31, 2018 and 2017 included explanatory paragraphs indicating that there were substantial doubt about our ability to continue as a going concern and a change in its accounting method for recognizing revenue from contracts with customers due to the adoption of Topic 606: Revenue from Contracts with Customers.

· As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 10-K”), there was a material weakness in the internal control over financial information in the 2018 10-K relating to staff turnover in its accounting department. We did not maintain a sufficient complement of internal personnel with appropriate knowledge, experience and/or training commensurate with our financial reporting requirements. We relied on outside consulting technical

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experts and did not maintain adequate internal qualified personnel to properly supervise and review the information provided by the outside consulting technical experts to ensure certain significant complex transactions and technical matters were properly accounted for, specifically with respect to accurately reflecting all potential accrued services on the balance sheet at December 31, 2018. In addition, we identified inadequate internal technical staffing levels and expertise to properly supervise and review the information of the outside consulting technical experts to properly apply ASC 815-40 for liability classification of certain warrants and ASC 470-50 and ASC 470-60 to properly reflect the accounting impact to multiple modifications of our debt instruments.

· As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, there was a material weakness in the internal control over financial information relating to the review of the tax provision.

BDO USA, LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2018. The following table represents the aggregate fees billed to us by BDO USA, LLP in 2018 and in 2019 for audit and other services rendered:

	Years ended December 31,
	2019		2018
Audit Fees	$	—	$	599,140
Audit Related Fees	—		—
Tax Fees	—		—
All Other Fees	117,186		—
Total	$	117,186	$	599,140

Audit fees include fees and out-of-pocket expenses, whether or not yet invoiced, for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements. In 2018 and 2019, audit fees also include fees for our follow-on public offering, auditor transition fees, as well as services provided in connection with the issuance of consents for other SEC filings.

Policy on Audit Committee Preapproval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

As specified in the Audit Committee charter, the Audit Committee pre-approves all audit and non-audit services provided by the independent registered public accounting firm prior to the receipt of such services. Thus, the Audit Committee approved 100% of the services set forth in the above table prior to the receipt of such services and no services were provided under the permitted de minimus threshold provisions.

The Audit Committee determined that the provision of such services was compatible with the maintenance of the independence of Mayer Hoffman McCann P.C. and BDO USA, LLP.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act, and regulations of the SEC thereunder require our directors, officers and persons who own more than 10% of our Common Stock, as well as certain affiliates of such persons, to file initial reports of their ownership of our Common Stock and subsequent reports of changes in such ownership with the SEC. Directors, officers and persons owning more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports and amendments thereto received by us and written representations from these persons that no other reports were required, we believe that during the fiscal year ended December 31, 2019, our directors, officers and owners of more than 10% of our Common Stock complied with all applicable filing requirements.

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DIVIDEND POLICY

We have never paid any cash dividends on our common stock to date. We currently intend to retain all of our future earnings, if any, to fund the development and growth of our business and do not anticipate paying any cash dividends for at least the next five years, if ever. Additionally, for so long as Sagard Capital Partners, L.P. or its affiliates hold at least 35% of the shares of our Preferred Stock, we would be required to obtain the written consent or vote of holders of a majority of our outstanding shares of Series A Preferred Stock prior to declaring or paying any dividends. Any future determination as to the payment of cash dividends on our common stock will be at our board of directors’ discretion and will depend on our financial condition, operating results, capital requirements and other factors that our board of directors considers to be relevant.

LEGAL MATTERS

The validity of the shares of Common Stock offered by this prospectus will be passed upon for us by Reed Smith LLP, Palo Alto, California.

EXPERTS

The financial statements of the Company as of December 31, 2019 and for the fiscal year ended December 31, 2019 incorporated by reference in this prospectus and the registration statement have been so incorporated in reliance on the report of Mayer Hoffman McCann P.C., an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

The financial statements of the Company as of December 31, 2018 and for the fiscal year ended December 31, 2018 incorporated by reference in this prospectus and the registration statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web site at http://www.sec.gov.

This prospectus is only part of a registration statement on Form S-1 that we have filed with the SEC under the Securities Act and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

We also maintain a website at https://jaguar.health/, through which you can access our SEC filings.

The information set forth on, or accessible from, our website is not part of this prospectus.

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INCORPORATION OF INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.

This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement and any prospectus supplement filed hereafter, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are:

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on April 3, 2020;

· our definitive proxy statement and definitive additional materials, on Schedule 14A, relating to our Annual Meeting of Stockholders held on May 24, 2019, filed April 29, 2019;

· Our Current Reports on Form 8-K filed on January 27, 2020, February 27, 2020, February 28, 2020, March 6, 2020, March 23, 2020, and March 26, 2020;

· the description of our Common Stock contained in our registration statement on Form 8-A filed on October 30, 2014 (Registration No. 001-36714) with the SEC, including any amendment or report filed for the purpose of updating such description; and

· all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents.

Unless otherwise noted, the SEC file number for each of the documents listed above is 001-36714.

In addition, we incorporate by reference in this prospectus any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding any information furnished and not filed with the SEC) after the date on which the registration statement that includes this prospectus was initially filed with the SEC (including all such documents we may file with the SEC after the date of the initial registration statement and until all offerings under this prospectus are terminated.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting: Investor Relations, Jaguar Health, Inc., 201 Mission Street, Suite 2375, San Francisco, CA, 94105 or call (415) 371-8300.

You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

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6,018,615 Shares of Common Stock

PROSPECTUS

April , 2020

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an itemization of the various expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimated except the SEC Registration Fee.

SEC Registration Fee	$	412.00
Legal Fees and Expenses	$	30,000
Accounting Fees and Expenses	$	15,000
Miscellaneous	$	—
Total	$	45,412

Item 14. Indemnification of Directors and Officers

Section 102(b)(7) of the DGCL authorizes a corporation in its certificate of incorporation to eliminate or limit personal liability of directors of the corporation for violations of the directors’ fiduciary duty of care. However, directors remain liable for breaches of duties of loyalty, failing to act in good faith, engaging in intentional misconduct, knowingly violating a law, paying a dividend or approving a stock repurchase which was illegal under DGCL Section 174 or obtaining an improper personal benefit. In addition, equitable remedies for breach of fiduciary duty of care, such as injunction or recession, are available.

Our current certificate of incorporation eliminates the personal liability of the members of our board of directors to the fullest extent permitted by the DGCL. Any repeal or modification of that provision by the stockholders of the corporation will not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our current bylaws provide for indemnification of its officers and directors to the fullest extent permitted by the DGCL.

We have entered into indemnification agreements with each of its directors and officers, pursuant to which we agreed, to the maximum extent permitted by applicable law and subject to the specified terms and conditions set forth in each agreement, to indemnify a director or officer who acts on our behalf and is made or threatened to be made a party to any action or proceeding against expenses, judgments, fines and amounts paid in settlement that are incurred by such officer or director in connection with the action or proceeding. The indemnification provisions apply whether the action was instituted by a third party or by us.

We have purchased and maintain insurance on behalf of our officers and directors that provides coverage for expenses and liabilities incurred by them in their capacities as officers and directors.

Item 15. Recent Sales of Unregistered Securities

InThe ~~January through~~information ~~July 11,~~below ~~2019,~~lists the Company entered into exchange agreements with CVP pursuant to which the Company issued 1,515,410 shares of Common Stock to CVP in exchange for a reduction of $14.5 million in principal and related accrued interest of the CVP Notes (collectively, the June 2017 CVP Note, the December 2017 CVP Note, the February 2018 Note and the March 2018 Note). As of July 11, 2019, all of the ~~CVP~~securities ~~Notes~~sold ~~have~~by ~~been~~us ~~eliminated~~during ~~and approximately $6.7 million aggregate principal amount of~~ the ~~Exchange~~past ~~Notes~~three ~~remains~~years ~~outstanding.~~which ~~The shares of Common Stock that~~ were ~~exchanged~~not ~~for~~registered ~~portions~~under of the Securities Act:

~~II-1~~On December 28, 2023, pursuant to that certain exchange agreement dated December 28, 2023, the Company issued 92 shares of the Company’s common stock to Iliad Research and Trading, L.P. (“Iliad”) in exchange for a $785,362.50 reduction in the outstanding balance of the royalty interest held by Iliad.

~~Table~~On January 29, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued 30 shares of ~~Contents~~the Company’s common stock, par value $0.0001, to Streeterville in exchange for a $165,000 reduction in the outstanding balance of the royalty interest dated August 24, 2022.

~~secured~~On ~~promissory~~January 29, ~~notes~~2024, ~~were~~the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 152 shares of the Company’s common stock to Iliad in ~~reliance~~exchange onfor a $836,000 reduction in the ~~exemption~~outstanding ~~from~~balance ~~registration~~of ~~provided~~the ~~under~~royalty ~~Section~~interest in the original principal amount of $12.0 ~~3(a)(9)~~million sold by the Company to Iliad on October of8, 2020 (the ~~Securities~~“October ~~Act~~2020 Royalty Interest”).

~~Between~~On ~~March~~February ~~and~~27, ~~June 30~~2024, ~~2019~~pursuant to the PIPE Purchase Agreement, each of the ~~Company~~PIPE investors entered into ~~securities~~an ~~purchase~~exchange ~~agreements~~agreement with the Company (each, a “PIPE Warrant Exchange Agreement” and collectively, the “~~Bridge~~PIPE ~~Notes~~Warrant Exchange Agreements”). ~~with~~Pursuant ~~selected~~to ~~accredited~~the PIPE ~~investors~~Warrant Exchange Agreements, ~~pursuant~~the Company agreed to ~~which~~exchange the ~~Company~~PIPE ~~issued~~Warrants ~~$5.1~~for ~~million~~shares inof ~~principal~~common ~~amount~~stock at an exchange ratio of ~~short~~1-~~term~~for-2.5 ~~promissory~~(“PIPE ~~notes~~Warrant Exchange toTransaction”). ~~such~~Upon ~~investors.~~completion Asof anthe ~~inducement~~PIPE ~~for~~Warrant ~~entering~~Exchange ~~into~~Transaction, the ~~securities~~Company ~~purchase~~exchanged ~~agreement,~~the ~~each~~PIPE ~~investor~~Warrants ~~also~~to ~~received~~purchase ~~warrants~~up ~~exercisable~~to ~~into~~143 shares of ~~the~~Common ~~Company’s~~Stock ~~common~~for ~~stock.~~358 Asshares of ~~June 30,~~Common ~~2019~~Stock (the “PIPE Exchange Shares”), and the ~~net~~PIPE ~~carrying~~Warrants ~~value~~were ofterminated. ~~the~~The ~~2019~~PIPE ~~Bridge~~Exchange ~~Notes~~Shares ~~was~~would ~~$3,563,068,~~be orsubject ~~principal~~to ofa $5twelve-month lock-up,~~050,000~~ ~~offset~~and byany aother ~~discount~~equity security of ~~$1,486,932.~~the InCompany ~~July 2019,~~other ~~upon~~than ~~maturity,~~the ~~all~~PIPE ~~the~~Exchange ~~2019~~Shares ~~Bridge~~owned ~~Notes~~by ~~with~~the aPIPE investors ~~principal~~as ~~balance~~of the date of ~~$5,050,000~~the ~~had~~PIPE ~~been~~Warrant ~~fully~~Exchange ~~paid~~Agreement would be subject to a six-~~off~~month lock-up.

On ~~June~~March 251, ~~2019~~2024, the Company entered into a ~~securities~~privately ~~purchase~~negotiated exchange agreement with ~~a California-based investment group~~Streeterville, ~~PoC Capital, LLC,~~ pursuant to which wethe ~~sold~~Company issued aan ~~promissory~~aggregate ~~note as part~~ of ~~the Bridge Notes~~179.38 ~~The~~shares ~~proceeds~~ of ~~$775,000~~Series ~~was~~J ~~received~~Preferred byStock ~~the Company subsequent~~ to ~~the~~Streeterville ~~signing of the agreement. On June 26, 2019, Jaguar and PoC Capital signed an agreement with Integrium, LLC, a clinical research organization,~~ in ~~support~~exchange offor athe ~~study~~surrender toby ~~evaluate~~Streeterville ~~the effect~~ of ~~Mytesi on~~ the ~~gastrointestinal~~royalty ~~microbiome~~interest in ~~people~~the ~~living~~original ~~with~~principal ~~HIV.~~amount ~~The~~of ~~study~~$10 million isissued ~~being funded~~ by the ~~proceeds the~~ Company ~~received~~to ~~from~~Streeterville ~~PoC Capital underlying the Bridge Note. In July~~on March ~~2019~~8, 2021 (the ~~Company~~“March ~~paid~~2021 ~~Integrium~~Royalty ~~$750,000 as a prepayment for their services and expenses starting on July 1, 2019 through April 16, 2020~~Interest”). ~~The~~Upon ~~contract~~completion ~~is comprised~~ of ~~services fees in~~ the ~~amount of $332,033, investigator grants or site expenses for $162,619, pass~~above-~~through~~referenced ~~expenses~~exchange ~~$239~~transaction,~~573~~ ~~and~~all ~~$15,775~~outstanding balance of ~~other expenses. The Company will receive monthly progress reports to validate~~ the ~~expenses~~March ~~against~~2021 ~~the~~Royalty ~~prepayment.~~Interest Aswas offully ~~December 31~~paid, ~~2019,~~and ~~our~~the ~~expenses~~March ~~related~~2021 toRoyalty ~~this~~Interest ~~transaction totaled $245,331~~was terminated.

On ~~October~~March 15, ~~2019~~2024, the Company ~~and Napo~~ entered into a ~~License~~privately ~~Termination~~negotiated ~~and~~exchange ~~Settlement~~agreement ~~Agreement~~ with ~~Dr. Michael Tempesta~~Streeterville, pursuant to which the Company issued to190 ~~Dr. Tempesta an unsecured promissory note in the aggregate principal amount of $550,000 (the “Tempesta Note”) and 40,000~~ shares of the Company’s common stock in ~~consideration~~exchange for the ~~settlement~~surrender ofand ~~certain~~cancellation ~~disputes. The~~of ~~Tempesta~~40 ~~Note~~shares ~~bears interest at the rate~~ of ~~2.5%~~Series ~~per~~J ~~annum~~Perpetual ~~and~~Preferred ~~matures on March 1, 2025~~Stock. ~~In addition, the Tempesta Note provides for the Company to make semi-annual payments equal to $50,000 plus accrued interest beginning on March 1, 2020 until the Tempesta Note is paid in full.~~

On ~~October~~March 818, ~~2019~~2024, the Company entered into ~~the~~a ~~China~~privately ~~Life~~negotiated ~~Science~~securities ~~Advisory~~purchase ~~Agreement~~agreement with ~~Angel~~Gen ~~Pond~~Ilac Ve Saglik Urunleri Sanayi Ve Ticaret, A.S., (“Gen”) pursuant to which the Company issued to317 ~~Angel~~shares ~~Pond~~of ~~166~~the Company’s common stock at $6,~~667~~300.00 ~~shares~~per share for gross proceeds of ~~common~~approximately ~~stock~~$2.0 million. The sale of the securities was consummated in connection with the licensing transaction covering the exclusive license and commercialization agreement for the Company’s FDA-approved prescription drug Crofelemer with purchasers in certain Eastern European countries.

On December 20, 2019, the Company entered into the purchase agreement with certain investors pursuant to which the Company agreed to issue and sell to those investors in a private placement approximately 2,500,000 unregistered shares of the Company’s Common Stock and warrants to purchase up to an aggregate of approximately 1,250,000 shares of common stock for an aggregate purchase price of approximately $1.5 million.

On March 4, 2020, the Company entered into a royalty interest purchase agreement with Iliad Research and Trading, L.P., a Utah limited partnership affiliated with CVP, pursuant to which the Company sold to CVP a royalty interest entitling Chicago to receive $500,000 of future royalties on sales of Mytesi® (crofelemer) and certain up-front license fees and milestone payments from licenses and/or distributions for an aggregate purchase price of $350,000. The Company will be obligated to make minimum royalty payments on a monthly basis beginning on September 4, 2020 in an amount equal to the greater of (i) $25,000 (which increases to $43,750 beginning on March 4, 2021) and (ii) 10% of the Company’s net sales of Mytesi and 10% of worldwide revenues related to upfront licensing fees and milestone payments from licensees and/or distributors, but specifically excluding licensing fees and/or milestone payments that are reimbursements of clinical trial expenses.

On March 23, 2020, the Company entered into a securities purchase agreement with certain investors named therein, pursuant to which the Company agreed to issue and sell to such investors in a private placement an aggregate of 1,714,283 unregistered shares of the Company’s common stock, par value $0.0001 per share, for an aggregate purchase price of approximately $720,000.

Except for the exchange of the CVP Notes for shares of common stock, the offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, Regulation D or Regulation S promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.

II-2

On March 19, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 158 shares of the Company’s common stock in exchange for the surrender and cancellation of 40 shares of Series J Perpetual Preferred Stock based on an effective exchange price of $6,300.00 per share of common stock.

On June 7, 2024, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $1,500,000 from the outstanding balance of the October 2020 Royalty Interest. This reduced the outstanding balance of the October 2020 Royalty Interest. The partitioned royalty was exchanged for 7 shares of the Company’s common stock.

On July 15, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 520 shares of common stock to Iliad in exchange for a $1.9 million reduction in the outstanding balance of the October 2020 Royalty Interest.

On July 18, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 229 shares of common stock to Iliad in exchange for $819,600 reduction in the outstanding balance of the October 2020 Royalty Interest.

On January 28, 2025, the Company entered into a privately negotiated exchange agreement with Uptown. Pursuant to such exchange agreement, the Company issued 1,474 shares of common stock to Uptown in exchange for a $1,094,952 reduction in the outstanding balance of the royalty interest held by Uptown. The shares of common stock that were issued in this exchange transaction were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

On March 26, 2025, the Company entered into securities purchase agreements (the “Convertible Note Purchase Agreements”) with selected institutional and accredited investors (each, a “Note Investor”), pursuant to which the Company agreed to issue approximately $3.4 million aggregate principal amount of convertible promissory notes (collectively, the “Notes”) and warrants to purchase up to 17,788 shares of common stock to the Note Investors (the “Convertible Notes Financing”). The Convertible Notes Financing closed on March 31, 2025.

The Notes bore interest at the rate of 6% per annum and would mature on June 30, 2025 (the “Maturity Date”). The Notes were convertible, at each holder’s option, in part or in full, into an aggregate of 17,789 shares (the “Conversion Shares”) of common stock, at a conversion price of $194 per share for investors who were not an officer, director, employee or consultant of the Company (collectively, an “Insider”), and $194 per share for investors who were Insiders, subject to adjustment for customary stock dividend, stock split, stock combination or other similar transactions.

As an inducement to enter into the Convertible Note Purchase Agreements, the investors received warrants (collectively, the “Convert Warrants”) to purchase up to an aggregate of 17,789 shares of common stock (the “Convert Warrant Shares”) with a fair value of $3.3 million and an initial exercise price equal to $189 per share for investors who were not Insiders, and $190 per share for investors who were Insiders, in each case subject to adjustment for reclassification of the common stock, non-cash dividend, stock split, reverse stock split or other similar transaction (the “Convert Warrant Exercise Price”). The Convert Warrants would be exercisable immediately upon issuance and would expire on the earlier of (i) March 31, 2030, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event (the “Convert Warrant Expiration Date”).

Certain Insiders, including the Company’s Chief Executive Officer, Chief Financial Officer and certain members of the Company’s board of directors and officers, participated in the Private Placement. These Insiders purchased $535,000 aggregate principal amount of the Notes, which were convertible into up to 2,752 Conversion Shares, and received Convert Warrants to purchase up to 2,752 Convert Warrant Shares.

II-3

In connection with the Convertible Notes Financing, the Company issued to H.C. Wainwright & Co., LLC (“Wainwright”), the placement agent for the Convertible Notes Financing, warrants to purchase up to 1,068 shares of common stock (the “Convert PA Warrants”) with a fair value of $259,000. The Convert PA Warrants have an exercise price of $242 per share.

On April 30, 2025, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 1,643 shares of common stock to Iliad in exchange for $632,500 reduction in the outstanding balance of October 2020 Purchase Agreement. The shares of common stock that were issued in this exchange transaction were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

On May 13, 2025, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued an aggregate of 1,714 shares of common stock to Iliad in exchange for a $466,200 reduction in the outstanding balance of the October 2020 Purchase Agreement. The shares of common stock were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

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 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. The shares of Series L Preferred Stock were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

On May 20, 2025, the Company entered into a securities purchase agreement with selected institutional investors for a registered direct offering (the “Registered Offering”) of 7,037 shares of common stock at $6.09 per share, priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company issued to such investors unregistered warrants to purchase up to 14,075 shares of common stock (“Common Warrants”) at an exercise price of $204 per share. The Common Warrants are immediately exercisable and expire upon the earlier of (i) 24 months from issuance, (ii) a fundamental transaction, or (iii) a liquidation event. The Company also issued to Wainwright warrants to purchase 422 shares of common stock (the “Wainwright Warrants”), representing 6.0% of the shares sold in the Registered Offering. The Wainwright Warrants have substantially similar terms to the Common Warrants issued to investors in the same transaction, but with an exercise price of $266 per share, which represents 125% of the offering price.

On June 24, 2025, the Company completed a private exchange transaction with selected accredited investors (the “Participating Investors”), issuing approximately $2.57 million aggregate principal amount of new 6% convertible promissory notes (the “Replacement Notes”) in exchange for the cancellation of the March 2025 Convertible Notes held by such Participating Investors (the “Note Exchange Transaction”). The Replacement Notes would mature on January 30, 2026, bore interest at 6% per annum, and were immediately convertible at the option of the holders into up to 13,747 shares of the Company’s common stock at a conversion price of $194 per share for non-Insiders and $5.555 per share for Insiders, subject to adjustment for customary stock dividend, stock split, stock combination or other similar transactions; provided, however, that (a) no conversion shares may be issued to a noteholder who was an Insider unless the stockholder approval was obtained by the Company in accordance with Nasdaq Listing Rules 5635(c) and 5635(d), and (b) the total cumulative number of conversion shares that may be issued to a noteholder who was not an Insider, together with any shares of Common Stock issued to (i) such noteholder upon exercise of the New Warrants issued to such noteholder and (ii) the other Participating Investors in the same series of transactions as the Replacement Notes, may not exceed the requirements of The Nasdaq Capital Market (including the rules related to the aggregation of offerings under Nasdaq Listing Rule 5635(d), if applicable) (the “Issuance Cap”), unless the stockholder approval was obtained by the Company to issue more than the Issuance Cap. The Company also issued warrants to purchase common stock (the “New Warrants”) and agreed to file a registration statement for the resale of the related conversion shares and warrant shares.

II-4

In connection with the Note Exchange Transaction, the Company issued to the Participating Investors New Warrants to purchase up to an aggregate of 26,531 shares of common stock (the “New Warrant Shares”) with an initial exercise price equal to $95, subject to adjustment for reclassification of the common stock, non-cash dividend, stock split, reverse stock split or other similar transaction. The New Warrants would be exercisable immediately upon the Initial Exercise Date (as define therein) and would expire on the earlier of (i) 18 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event; provided, however, that no New Warrant Shares may be issued to a holder unless the stockholder approval was obtained by the Company in accordance with Nasdaq Listing Rules 5635(c) and/or 5635(d), as applicable. All of the securities issued in the Note Exchange Transaction were offered and sold in reliance upon the exemption from registration provided under Section 3(a)(9) of the Securities Act.

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 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. The shares of Series M Preferred Stock were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

On or around September 9, 2025, the Company entered into securities purchase agreements (each a “PIPE Purchase Agreement” and collectively, the “PIPE Purchase Agreements”) with certain investors named therein (collectively, the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers in a private placement an aggregate of approximately 951 shares of Series N Preferred Stock, for an aggregate purchase price of approximately $2.38 million. The shares of Series N Preferred Stock were issued in reliance upon exemptions from registration pursuant to 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder.

On September 28, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Brown Stone Capital Limited (“Brown Stone”), pursuant to which the Company issued and sold to Brown Stone (i) 4,617 shares of common stock and (ii) 13,698 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of the Company’s common stock (the “Pre-Funded Warrant Shares” and together with the Shares and the Pre-Funded Warrants, the “Securities”). The Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder.

On September 30, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville. Pursuant to this agreement, the Company issued 8,187 shares of common stock to Streeterville in exchange for a $600,000 reduction in the outstanding balance of the royalty interest held by Streeterville. The shares of common stock that were issued in this exchange transaction were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

On November 17, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued an aggregate of 10,322 shares of common stock to Streeterville in exchange for 25 outstanding shares of Series M Preferred Stock held by Streeterville. Upon completion of such exchange transaction, the exchanged Series M Preferred Stock were cancelled and retired. The common stock were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.

On December 9, 2025, the Company entered into a privately negotiated exchange agreement with Iliad (the “First Exchange Agreement”), pursuant to which the Company issued (i) 11,429 shares (the “First Exchange Shares”) of common stock and (ii) a pre-funded common stock purchase warrant to purchase 37,273 shares of common stock (the “First Pre-Funded Warrant”) to Iliad in exchange for 75 shares of Series M Preferred Stock held by Iliad (the “First Exchange Transaction”). Upon completion of the First Exchange Transaction, such 75 shares of Series M Preferred Stock were cancelled and retired.

II-5

On December 11, 2025, the Company entered into another privately negotiated exchange agreement with Iliad (the “Second Exchange Agreement” and together with the First Exchange Agreement, collectively the “Exchange Agreements”), pursuant to which the Company issued (i) 1,143 shares of common stock (the “Second Exchange Shares” and together with the First Exchange Shares, collectively the “Exchange Shares”) and (ii) a pre-funded common stock purchase warrant to purchase 8,709 shares of common stock (the “Second Pre-Funded Warrant” and together with the First Pre-Funded Warrant, collectively the “Pre-Funded Warrants”) to Iliad in exchange for 16 shares of Series M Preferred Stock held by Iliad (the “Second Exchange Transaction”). Upon completion of the Second Exchange Transaction, such 16 shares of Series M Preferred Stock were cancelled and retired.

Each of the Pre-Funded Warrants is exercisable in part or in full immediately at an exercise price of $0.001 per share, and may be exercised at any time until such Pre-Funded Warrant is exercised in full. The Pre-Funded Warrants provide that the number of shares that may be exercised shall be limited to ensure that, following such exercise, the number of shares of Common Stock beneficially owned by the holder, together with its affiliates and certain related parties, does not exceed 9.99% of the total number of shares of common stock then issued and outstanding.

Securities Purchase Agreements and Promissory Notes

On January 6, 2026, the Company entered into securities purchase agreements with two accredited investors for the issuance of unsecured promissory notes in the aggregate principal amount of $350,000. The transaction closed on the same day. The notes bore interest at a rate of 6% per annum and would mature one month from the date of issuance. The Company had the right to prepay any outstanding amount under the notes without penalty or premium. During the three months ended March 31, 2026, the Company subsequently paid the unsecured promissory notes in full.

As an inducement for the investors to enter into the agreements, the Company issued warrants to purchase an aggregate of 10,000 shares of the Company’s common stock at an initial exercise price of $35.00 per share. The warrants are exercisable immediately and expire upon the earlier of five years from issuance, the consummation of a fundamental transaction, or a liquidation event.

Royalty and Preferred Stock Exchange Transactions

On January 16, 2026, the Company entered into a series of privately negotiated exchange agreements with Iliad and Streeterville to reduce outstanding debt and retire certain classes of preferred stock. Pursuant to the exchange agreements, the Company issued six separate pre-funded common stock purchase warrants exercisable for an aggregate of 336,465 shares of common stock at an exercise price of $0.035 per share.

The transactions are summarized as follows:

•

The Company issued the First and Second Pre-Funded Warrants to purchase 44,396 and 31,767 shares, respectively, in exchange for a combined reduction of $2.0 million in the outstanding balances of the October 2020 and August 2022 Royalty Interests.

•

The Company issued the Third and Fourth Pre-Funded Warrants to purchase 20,555 and 92,855 shares, respectively, in exchange for the cancellation and retirement of all 121.3822 outstanding shares of Series L Perpetual Preferred Stock held by Iliad and Streeterville.

•

The Company issued the Fifth and Sixth Pre-Funded Warrants to purchase 82,014 and 64,879 shares, respectively, in exchange for the cancellation and retirement of 157.22 shares of Series M Perpetual Preferred Stock held by Iliad and Streeterville.

II-6

On May 14, 2026, the Company entered into a privately negotiated exchange agreement with Uptown, pursuant to which the Company issued 28,660 shares of common stock to Uptown in exchange for a $91,000 reduction in the outstanding balance of the Company’s December 2020 Royalty Interest.

The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 3(a)(9) or Section 4(a)(2) of the Securities Act, Regulation D or Regulation S promulgated thereunder.

On May 19, 2026, the Company entered into a series of privately negotiated exchange agreements with Uptown and Streeterville to reduce outstanding obligations on existing royalty interests in exchange for the newly designated Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”).

The transactions are summarized as follows:

•

The Company issued 500 shares of Series Q Preferred Stock to Uptown, in exchange for a $12.5 million reduction in the outstanding balance of a royalty interest in the original principle of $12.0 million sold by the Company to Uptown in December 2020 (as amended, the “December 2020 Royalty Interest”).

•

The Company issued 408 shares of Series Q Preferred Stock to Streeterville, in exchange for a $10.2 million reduction in the outstanding balance of a royalty interest in the original principle of $12.0 million sold by the Company to Streeterville in August 2022 (as amended, the “August 2022 Royalty Interest”).

On May 21, 2026, the Company entered into two privately negotiated exchange agreements with Streeterville, pursuant to which the Company issued an aggregate of 54,222 shares of common stock to Streeterville in exchange for an aggregate of 7.96 outstanding shares of Series Q Preferred Stock held by Streeterville (the “Exchanged Preferred Shares”).

On May 26, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 31,958 shares common stock to Streeterville in exchange for an aggregate of 3.72 outstanding shares of Series Q Preferred Stock held by Streeterville.

On June 1, 2026, the Company entered into another privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 32,710 shares of common stock to Streeterville in exchange for an aggregate of 4.2 outstanding shares of Series Q Preferred Stock held by Streeterville.

On June 9, 2026, the Company entered into securities purchase agreements (each a “Preferred Stock Purchase Agreement” and collectively, the “Preferred Stock Purchase Agreements”) with certain investors named therein (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 240 shares (the “Preferred Shares”) of Series P Non-Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series P Preferred Stock”), for an aggregate purchase price of $2 million (the “Preferred Stock Financing”). The Preferred Stock Financing closed June 9, 2026.

In consideration for the Investors’ execution and delivery of the Preferred Stock Purchase Agreements, the Company agreed to issue to the Investors within one trading day after the filing date of the registration statement relating to the Preferred Stock Financing (the “Preferred Registration Statement”) pre-funded warrants (the “Commencement Pre-Funded Warrant”), exercisable to purchase up to an aggregate number of shares of common stock equal to $72,000 divided by the greater of (i) the average VWAP of the Common Stock over the five trading day period immediately preceding the filing of the initial Preferred Registration Statement, and (ii) 20% of the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)(1)(A)) of common stock on the execution date of the Preferred Stock Purchase Agreements. The shares of common stock issuable upon exercise of the Commencement Pre-Funded Warrant will be included in the Preferred Registration Statement.

II-7

On June 9, 2026, the Company entered into an exchange agreement with Streeterville, pursuant to which the Company issued 34,798 shares (the “First Exchange Shares”) of common stock to Streeterville in exchange for an aggregate of 3.8 outstanding shares of Series Q Preferred Stock held by Streeterville.

On June 17, 2026, the Company entered into another exchange agreement with Streeterville, pursuant to which the Company issued 36,796 shares (the “Second Exchange Shares”) of common stock to Streeterville in exchange for an aggregate of 3.4 outstanding shares of Series Q Preferred Stock held by Streeterville, which when combined with the First Exchange Shares resulted in the aggregate issuance by the Company of more than 5% of the Company’s issued and outstanding shares of common stock, as last reported in the Company’s Quarterly Report on Form 10-Q filed on May 20, 2026.

On June 18, 2026, the Company entered into another exchange agreement with Streeterville, pursuant to which the Company issued 38,655 shares of common stock to Streeterville in exchange for an aggregate of 3.68 outstanding shares of Series Q Preferred Stock held by Streeterville.

Each of the foregoing issuances of securities were not registered under the Securities Act or the securities laws of any state, and unless otherwise specified, in each case the securities were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof or Rule 506 promulgated thereunder.

Item 16. Exhibits and Financial Statement Schedules

~~The~~(a) ~~exhibits~~See tothe ~~this~~Exhibit ~~registration~~Index ~~statement~~on ~~are~~the ~~listed~~page inimmediately preceding the ~~Exhibit Index~~signature topage hereto for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is ~~hereby~~ incorporated herein by reference.

(b) No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

Item 17. Undertakings

~~(a)~~ The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act ~~of 1933~~;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities ~~SEC~~and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% percent change in the maximum aggregate offering price set forth in the ‘‘“Calculation of Registration Fee’’” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 31, 2017, by and among Jaguar Health, Inc. (f/k/a Jaguar Animal Health, Inc.), Napo Acquisition Corporation, Napo Pharmaceuticals, Inc. and Gregory Stock (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Jaguar Health, Inc. filed March 31, 2017, File No. 001-36714).
3.1		Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (No. 001-36714) filed with the Securities and Exchange Commission on August 1, 2017).
3.2		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9, 2018).
3.3		Certificate of Second Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2018).
3.4		Certificate of Third Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2018).
3.5		Certificate of Designation of Series A Convertible Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (filed with the Securities and Exchange Commission on March 27, 2018).
3.6		Certificate of Amendment to the Certificate of Designation of Series A Convertible Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2019).
3.7		Certificate of Fifth Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2019).
3.8		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (No. 001-36714) filed with the Securities and Exchange Commission on May 18, 2015).
3.9		Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and Exchange Commission on July 23, 2019).
3.10		Certificate of Designation of Preferences, Rights, and Limitations of Series B-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and Exchange Commission on October 3, 2019).
3.11		Certificate of Designation of Preferences, Rights, and Limitations of Series B-2 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and Exchange Commission on December 26, 2019).
3.12		Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed March 26, 2020, File No. 001-36714).
4.1		Secured Convertible Promissory Note, dated June 29, 2017, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on July 3, 2017).
4.2		Specimen Non-Voting Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed August 1, 2017, File No. 001-36714).
4.3		Secured Promissory Note, dated December 8, 2017, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on December 14, 2017).
4.4		Secured Promissory Note, dated February 26, 2018, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on March 2, 2018).
4.5		Secured Promissory Note, dated March 21, 2018, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on March 27, 2018).
4.6		Common Stock Warrant, dated August 28, 2018, by and between Jaguar Health, Inc. and the holder named therein (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on September 4, 2018).
4.7		Convertible Promissory Note, dated September 11, 2018, by and between Jaguar Health, Inc. and L2 Capital, LLC (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on September 12, 2018).
4.8		Convertible Promissory Note, dated September 11, 2018, by and between Jaguar Health, Inc. and Charles Conte (incorporated by reference to Ex. 4.2 to the Current Report on Form 8-K filed on September 12, 2018).
4.9		Common Stock Warrant, dated September 11, 2018, by and between Jaguar Health, Inc. and L2 Capital, LLC (incorporated by reference to Ex. 4.3 to the Current Report on Form 8-K filed on September 12, 2018).

II-5

Table of Contents

Exhibit No.		Description
4.10		Common Stock Warrant, dated September 11, 2018, by and between Jaguar Health, Inc. and Charles Conte (incorporated by reference to Ex. 4.4 to the Current Report on Form 8-K filed on September 12, 2018).
4.11		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-1 (No. 333-227292) filed with the Securities and Exchange Commission on October 1, 2018).
4.12		Form of 75% Coverage Promissory Note (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed March 22, 2019).
4.13		Form of 125% Coverage Promissory Note (incorporated by reference to Exhibit 4.2 to the Form 8-K of Jaguar Health, Inc. filed March 22, 2019).
4.14		Form of Common Stock Warrant (incorporated by reference to Exhibit 4.3 to the Form 8-K of Jaguar Health, Inc. filed March 22, 2019).
4.15		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of Jaguar Health, Inc. filed March 26, 2019).
4.16		Form of LOC Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed April 4, 2019, File No. 001-36714).
4.17		Specimen Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed June 1, 2018, File No. 001-36714).
4.18		Secured Promissory Note, dated May 28, 2019, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed June 3, 2019, File No. 001-36714).
4.19		Secured Promissory Note, dated May 28, 2019, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Exhibit 4.2 to the Form 8-K of Jaguar Health, Inc. filed June 3, 2019, File No. 001-36714).
4.20		Form of Series 1 Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed July 23, 2019, File No. 001-36714).
4.21		Form of Series 2 Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K of Jaguar Health, Inc. filed July 23, 2019, File No. 001-36714).
4.22		Promissory Note, dated October 1, 2019, between Napo Pharmaceuticals, Inc. and Michael Tempesta (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed October 7, 2019, File No. 001-36714).
4.23		Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed November 14, 2019, File No. 001-36714).
4.24		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed December 26, 2019, File No. 001-36714).
4.25		Royalty Interest, dated March 4, 2020, by and between the Company and Iliad Research and Trading L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed March 6, 2020, File No. 001-36714).
5.1*		Opinion of Reed Smith LLP.
10.1‡		Form of Indemnification Agreement by and between Jaguar Health, Inc. and its directors and officers (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.2‡		Jaguar Health, Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2016).
10.3‡		Form of Notice of Grant of Stock Option and Stock Option Agreement under the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.4‡		Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.5‡		Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement under the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.6‡		Offer Letter by and between Jaguar Health, Inc. and Lisa A. Conte, dated March 1, 2014 (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.7‡		Offer Letter by and between Jaguar Health, Inc. and Steven R. King, Ph.D., dated February 28, 2014 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.8		Form of Common Stock Warrant that expires February 5, 2019 (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).

II-6

Table of Contents

Exhibit No.		Description
10.9		Form of Common Stock Warrant issued to Indena S.p.A. that expires June 26, 2019 (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 (No. 333-198383) filed with the Securities and Exchange Commission on August 27, 2014).
10.10		Form of Warrant to Purchase Common Stock issued to GPB Life Science Holdings LLC and 31 Group, LLC, which expires October 30, 2019 (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on October 31, 2014).
10.11		Form of Exchange Warrant to Purchase Common Stock, issued to GPB Life Science Holdings LLC and 31 Group, LLC, which expires June 3, 2020, as amended (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on April 17, 2015).
10.12		Amendment No. 1 to Amended and Restated License Agreement between Jaguar Health, Inc. and Napo Pharmaceuticals, Inc., dated as of January 27, 2015 (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on March 20, 2015).
10.13		Form of Representative’s Warrant (incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on April 17, 2015).
10.14		Form of Warrant and Note Exercise Amendment pursuant to Convertible Note and Warrant Purchase Agreement dated December 23, 2014 (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on April 17, 2015).
10.15		Convertible Note and Warrant Purchase Agreement dated March 20, 2015 by and between Jaguar Health, Inc. and Dechra Pharmaceuticals PLC (incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on April 17, 2015).
10.16		Common Stock Warrant issued pursuant to the Convertible Note and Warrant Purchase Agreement dated March 20, 2015, which expires December 31, 2017 (incorporated by reference to Exhibit 10.39 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on April 17, 2015).
10.17		Form of Warrant Exercise Amendment pursuant to Exchange Warrant to Purchase Common Stock dated December 3, 2014 (incorporated by reference to Exhibit 10.40 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on April 17, 2015).
10.18		Form of Amended and Restated Exchange Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.41 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on April 17, 2015).
10.19		Consent to Sublease by and among CA-Mission Street Limited Partnership, SeeChange Health Management LLC and Jaguar Health, Inc., dated June 19, 2015 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (No. 001-36714) filed with the Securities and Exchange Commission on June 23, 2015).
10.20		Manufacture and Supply Agreement between Jaguar Health, Inc. and Glenmark Pharmaceuticals Ltd., dated September 22, 2015 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 001-36714) filed with the Securities and Exchange Commission on November 13, 2015).
10.21†		Formulation Development and Manufacturing Agreement between Jaguar Health, Inc. and Patheon Pharmaceuticals Inc., dated October 8, 2015 (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1 (No. 333-208905) filed with the Securities and Exchange Commission on January 7, 2016).
10.22		Offer Letter by and between Jaguar Health, Inc., and Karen Wright, dated as of October 11, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2015).
10.23‡		Form of Convertible Promissory Note issued pursuant to the Convertible Note and Warrant Purchase Agreement dated as of December 23, 2014 (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1/A (No. 333-198383) filed with the Securities and Exchange Commission on March 20, 2015).
10.24		Common Stock Purchase Agreement, dated June 8, 2016, by and between Jaguar Health, Inc. and Aspire Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 9, 2016).
10.25		Common Stock Warrant issued pursuant to the Letter Agreement, dated November 8, 2016, between Jaguar Health, Inc. and Serious Change II LP, which expires July 28, 2022 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 001-36714) filed on November 14, 2016).
10.26		Form of Securities Purchase Agreement, by and among Jaguar Health, Inc. and the investors in the 2016 Private Placement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 29, 2016).
10.27		Form of Registration Rights Agreement, by and among Jaguar Health, Inc. and the investors in the 2016 Private Placement (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 29, 2016).
10.28		Supply and Distribution Agreement, dated as of September 6, 2016, by and between Jaguar Health, Inc. and Integrated Animal Nutrition and Health Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q/A (No. 001-36714) filed on December 5, 2016).

II-7

Table of Contents

Exhibit No.		Description
10.29		Distribution Agreement, dated December 9, 2016, by and between Jaguar Health, Inc. and Henry Schein, Inc (incorporated herein by reference to Exhibit 10.41 to the Annual Report on Form 10-K filed on February 15, 2017).
10.30†		License, Development, Co-Promotion and Commercialization Agreement, dated January 27, 2017, by and between Jaguar Health, Inc. and Elanco US, Inc (incorporated herein by reference to Exhibit 10.42 to the Annual Report on Form 10-K filed on February 15, 2017).
10.31†		Common Stock Warrant issued pursuant to the Letter Agreement, dated January 30, 2017, between Jaguar Health, Inc. and Serious Change II LP, which expires January 31, 2019 (incorporated herein by reference to Exhibit 10.43 to the Annual Report on Form 10-K filed on February 15, 2017).
10.32		Employee Leasing and Overhead Allocation Agreement, dated July 1, 2016, by and between Napo Pharmaceuticals, Inc. and Jaguar Health, Inc. (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 001-36714) filed on May 15, 2017).
10.33		Amendment No. 1 to Employee Leasing and Overhead Allocation Agreement, dated March 2, 2017, by and between Jaguar Health, Inc. and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 001-36714) filed on May 15, 2017).
10.34		Binding Agreement of Terms for Jaguar Animal Health, Inc. Acquisition of Napo Pharmaceuticals, dated February 8, 2017, between Jaguar Health, Inc. and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 9, 2017).
10.35		Commitment Letter, dated February 21, 2017, signed by Invesco Asset Management Limited (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (No. 001-36714) filed on May 15, 2017).
10.36		Note Purchase Agreement, dated March 1, 2017, by and among Napo Pharmaceuticals, Inc. and the purchasers named therein (incorporated herein by reference to Exhibit 10.45 to the Registration Statement on Form S-4 filed April 18, 2017 (No. 333-217364)).
10.37		Investor Rights Agreement, dated March 31, 2017, by and between Jaguar Health, Inc. and Nantucket Investments Limited (incorporated by reference herein to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2017).
10.38		Amended and Restated Note Purchase Agreement, dated March 31, 2017, by and among Napo Pharmaceuticals, Inc., Kingdon Associates, M. Kingdon Offshore Master Fund L.P., and Kingdon Family Partnership, L.P. (incorporated herein by reference to Exhibit 10.47 to the Registration Statement on Form S-4 filed April 18, 2017 (No. 333-217364)).
10.39		Form of Kingdon Convertible Promissory Note issued pursuant to the Amended and Restated Note Purchase Agreement, dated March 31, 2017, by and among Napo Pharmaceuticals, Inc., Kingdon Associates, M. Kingdon Offshore Master Fund L.P., and Kingdon Family Partnership, L.P. (incorporated herein by reference to Exhibit 10.48 to the Registration Statement on Form S-4 filed April 18, 2017 (No. 333-217364)).
10.40		Collaboration Agreement, dated July 2, 2005, by and between Glenmark Pharmaceuticals Ltd. and Napo Pharmaceuticals, Inc., as amended (incorporated herein by reference to Exhibit 10.59 to the Registration Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.41†		Alliance Agreement, dated May 23, 2005, by and among AsiaPharm Investment Limited and its Affiliates, including Shandong Luye Pharmaceuticals Co. Ltd., and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.61 to the Registration Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.42†		Finder’s Agreement, dated April 9, 2010, by and among Luye Pharma Group Limited and its Affiliates, including Shandong Luye Pharmaceuticals Co. Ltd., and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.62 to the Registration Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.43†		License Agreement, dated February 28, 2007, by and between Insmed Incorporated and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.77 to the Registration Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.44†		Master Service Agreement, dated February 13, 2017, by and between Alamo Pharma Services, Inc. and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.80 to the Registration Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.45		Project Agreement, dated February 13, 2017, by and between Alamo Pharma Services, Inc., Mission Pharmacal Company, and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.81 to the Registration Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.46†		Project Agreement, dated February 27, 2017, by and between Alamo Pharma Services, Inc. and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.82 to the Registration Statement on Form S-4/A filed May 26, 2017 (No. 333-217364)).
10.47†		Amendment, Waiver & Consent, dated June 27, 2017, by and among Jaguar Health, Inc., Nantucket Investments Limited, and Napo Pharmaceuticals, Inc. (incorporated by reference to Ex. 10.83 of the Company’s Registration Statement on Form S-4 (Registration No. 333-217364) filed on July 5, 2017).
10.48		Securities Purchase Agreement, dated June 29, 2017, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on July 3, 2017).

II-8

Exhibit No.		Description
10.49		Subordination Agreement and Right to Purchase Debt, dated June 29, 2017, by and between Chicago Venture Partners, L.P., Jaguar Health, Inc. and Hercules Capital, Inc. (incorporated by reference to Ex. 10.2 to the Current Report on Form 8-K filed on July 3, 2017).
10.50		Security Agreement, dated June 29, 2017, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.3 to the Current Report on Form 8-K filed on July 3, 2017).
10.51		Share Purchase Agreement, dated July 31, 2017, by and between Jaguar Health, Inc. and Invesco Asset Management Limited (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 001-36714) filed on November 20, 2017).
10.52		Collaboration Agreement, dated December 13, 2017, by and between Jaguar Health, Inc. and Seed Mena Businessmen Services, LLC. (incorporated by reference to Ex. 10.89 to the Annual Report on Form 10-K filed on April 9, 2018).
10.53		Securities Purchase Agreement, dated December 8, 2017, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on December 14, 2017).
10.54		Security Agreement, dated December 8, 2017, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.2 to the Current Report on Form 8-K filed on December 14, 2017).
10.55		Form of First Amended Original Issue Discount Exchangeable Promissory Note. (incorporated by reference to Ex. 4.1 to the Current Report on Form 8-K filed on January 2, 2018).
10.56		First Amendment to the Note Purchase Agreement and Notes, dated December 29, 2017, by and among Jaguar Health, Inc. and the purchasers named therein (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on January 2, 2018).
10.57		Second Amendment to the Note Purchase Agreement and Notes and Payoff Agreement, dated February 16, 2018, by and among Jaguar Health, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 16, 2018).
10.58		Securities Purchase Agreement, dated February 26, 2018, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on March 2, 2018).
10.59		Security Agreement, dated February 26, 2018, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.2 to the Current Report on Form 8-K filed on March 2, 2018).
10.60		Series A Preferred Stock Purchase Agreement, dated March 23, 2018, by and between Jaguar Health, Inc. and Sagard Capital Partners, L.P. (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on March 27, 2018).
10.61		Registration Rights Agreement, dated March 23, 2018, by and between Jaguar Health, Inc. and Sagard Capital Partners, L.P. (incorporated by reference to Ex. 10.2 to the Current Report on Form 8-K filed on March 27, 2018).
10.62		Form of Common Stock Purchase Agreement, dated March 23, 2018, by and between Jaguar Health, Inc. and the purchasers named therein (incorporated by reference to Ex. 10.3 to the Current Report on Form 8-K filed on March 27, 2018).
10.63		Management Services Agreement, dated March 23, 2018, by and between Jaguar Health, Inc. and Sagard Capital Partners Management Corp. (incorporated by reference to Ex. 10.3 to the Current Report on Form 8-K filed on March 27, 2018).
10.64		Securities Purchase Agreement, dated Marchh 21, 2018, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.4 to the Current Report on Form 8-K filed on March 27, 2018).
10.65		Security Agreement, dated March 21, 2018, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.5 to the Current Report on Form 8-K filed on March 27, 2018).
10.66		Offer Letter by and between Jaguar Health, Inc. and Robert J. Griffing, dated May 25, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on June 11, 2018).
10.67‡		Co-Promotion Agreement, dated June 28, 2018, by and between Napo Pharmaceuticals, Inc. and RedHill Biopharma, Inc. (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 13, 2018).
10.68		Amended and Restated Security Agreement, dated July 31, 2017, by and among Napo Pharmaceuticals, Inc., Kingdon Capital Management, L.L.C., and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on August 29, 2018).
10.69		Office Lease Agreement, dated August 30, 2018, between Jaguar Health, Inc. and CA-Mission Street Limited Partnership (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on September 4, 2018).
10.70		Landlord Letter of Credit & Warrant Issuance Agreement, dated August 28, 2018, by and between Jaguar Health, Inc. and the letter of credit facilitator named therein (incorporated by reference to Ex. 10.2 to the Current Report on Form 8-K filed on September 4, 2018).
10.71		Note Purchase Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and L2 Capital, LLC (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on September 12, 2018).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II(3) To remove from registration by means of a post-9effective amendment any of the securities being registered which remain unsold at the termination of the offering.

~~Table~~(4) That, for the purpose of ~~Contents~~determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Exhibit No.		Description
10.72		Note Purchase Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and Charles Conte (incorporated by reference to Ex. 10.2 to the Current Report on Form 8-K filed on September 12, 2018).
10.73		Registration Rights Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and L2 Capital, LLC (incorporated by reference to Ex. 10.3 to the Current Report on Form 8-K filed on September 12, 2018).
10.74		Registration Rights Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and Charles Conte (incorporated by reference to Ex. 10.4 to the Current Report on Form 8-K filed on September 12, 2018).
10.75		Standstill Agreement, dated October 1, 2018, by and between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on October 5, 2018).
10.76		Suspension, Settlement and Termination Agreement, dated December 4, 2018, by and among Napo Pharmaceuticals, Inc., Jaguar Health, Inc. and SmartPharma, LLC (incorporated by reference to Ex. 10.1 to the Current Report on Form 8-K filed on December 10, 2018).
10.77		Common Stock Purchase Agreement, dated January 7, 2019, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed January 8, 2019).
10.78		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed March 22, 2019).
10.79		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed March 22, 2019).
10.80		Securities Purchase Agreement, dated March 24, 2019, by and between Jaguar Health, Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed March 25, 2019).
10.81		Common Stock Purchase Agreement, dated April 1, 2019, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 1, 2019).
10.82		Letter of Credit Cancellation & Warrant Issuance Agreement, dated March 29, 2019, by and between Jaguar Health, Inc. and the letter of credit beneficiary named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 4, 2019).
10.83		Guaranty and Suretyship Agreement, dated May 28, 2019, made by Jaguar Health, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed June 3, 2019, File No. 001.36714).
10.84		Exchange Agreement, dated May 28, 2019, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed June 3, 2019, File No. 001-36714).
10.85		Security Agreement, dated May 28, 2019, between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Exhibit 10.3 to the Form 8-K of Jaguar Health, Inc. filed June 3, 2019, File No. 001-36714).
10.86		Security Agreement, dated May 28, 2019, between Napo Pharmaceuticals, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Exhibit 10.4 to the Form 8-K of Jaguar Health, Inc. filed June 3, 2019, File No. 001-36714).
10.87		Amendment No. 1 to Registration Rights Agreement, dated May 30, 2019, by and between Jaguar Health, Inc. and Sagard Capital Partners, L.P. (incorporated by reference to Exhibit 10.120 to the Registration Statement on Form S-1 (No. 333-233989) filed with the Securities and Exchange Commission on September 27, 2019).
10.88		Form of Amendment Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed July 5, 2019, File No. 001-36714).
10.89		Form of Exchange Agreement, between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Exhibit 10.6 to the Form 10-Q of Jaguar Health, Inc. filed on August 14, 2019, File No. 001-36714).
10.90		Form of Warrant Agency Agreement between Jaguar Health, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.117 to the Form S-1/A of Jaguar Health, Inc. filed on July 15, 2019, File No. 333-231399).
10.91		Form of Leak-out Agreement (incorporated by reference to Exhibit 10.118 to the Form S-1/A of Jaguar Health, Inc. filed on July 18, 2019, File No. 333-231399).
10.92		Promotion Letter, dated September 6, 2019 (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed September 9, 2019, File No. 001-36714).
10.93		First Amendment to Landlord Letter of Credit & Warrant Issuance Agreement, dated September 16, 2019, by and between Jaguar Health, Inc. and Pacific Capital Management, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed September 20, 2019, File No. 001-36714).
10.94		Warrant Exercise Agreement, dated October 2, 2019, between Jaguar Health, Inc. and the purchaser named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed October 3, 2019, File No. 001-36714).
10.95		License Termination and Settlement Termination Agreement, dated October 1, 2019, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Michael Tempesta (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed October 7, 2019, File No. 001-36714).

(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~II-10~~(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~Table~~II-9 ~~of Contents~~

Exhibit No.		Description
10.96#		China Life Science Advisory Agreement, dated October 8, 2019, by and between Jaguar Health, Inc. and Angel Pond Capital LLC (incorporated by reference to Exhibit 10.129 to the Registration Statement on Form S-1/A (No. 333-233989) filed with the Securities and Exchange Commission on October 22, 2019).
10.97		Securities Purchase Agreement, dated November 13, 2019, by and between Jaguar Health, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed November 14, 2019, File No. 001-36714).
10.98		Securities Purchase Agreement, dated December 20, 2019, by and between Jaguar Health, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed December 26, 2019, File No. 001-36714).
10.99		Exchange Agreement, dated December 23, 2019, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed December 26, 2019, File No. 001-36714).
10.100		Lock-Up Agreement, dated December 23, 2019, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.3 to the Form 8-K of Jaguar Health, Inc. filed December 26, 2019, File No. 001-36714).
10.101		First Amendment to Exchange Agreement, dated January 22, 2020, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed January 27, 2020, File No. 001-36714).
10.102		Form of Warrant Exercise Agreement by and between Jaguar Health, Inc. and the Holder named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed February 28, 2020, File No. 001-36714).
10.103		Securities Purchase Agreement, dated March 4, 2020, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed March 6, 2020, File No. 001-36714).
10.104		Securities Purchase Agreement, dated March 23, 2020, by and between Jaguar Health, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed March 26, 2020, File No. 001-36714).
10.105		Warrant Exercise and Preferred Stock Amendment Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and the Holder named therein (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed March 26, 2020, File No. 001-36714).
10.106		Leak-Out Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and the Holder named therein Warrant Exercise and Preferred Stock Amendment Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and the Holder named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K of Jaguar Health, Inc. filed March 26, 2020, File No. 001-36714).
10.107		Equity Purchase Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.4 to the Form 8-K of Jaguar Health, Inc. filed March 26, 2020, File No. 001-36714).
10.108		Registration Rights Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K of Jaguar Health, Inc. filed March 26, 2020, File No. 001-36714).
10.109		Landlord Letter of Credit Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and Charles Conte (incorporated by reference to Exhibit 10.6 to the Form 8-K of Jaguar Health, Inc. filed March 26, 2020, File No. 001-36714).
10.110		Jaguar Health, Inc. 2014 Stock Incentive Plan as Amended and Restated Effective October 1, 2019 (incorporated by referenced to Exhibit 10.101 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 3, 2020).
23.1*		Consent of Mayer Hoffman McCann P.C., independent registered accounting firm.
23.2*		Consent of BDO, LLP, independent registered accounting firm.
23.3*		Consent of Reed Smith LLP (included in Exhibit 5.1).

* FiledEXHIBIT ~~herewith.~~INDEX

† Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of March 31, 2017, by and among Jaguar Health, Inc. (f/k/a Jaguar Animal Health, Inc.), Napo Acquisition Corporation, Napo Pharmaceuticals, Inc. and Gregory Stock (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8—K of Jaguar Health, Inc. filed March 31, 2017, File No. 001—36714).

3.1		Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8—K (No. 001—36714) filed with the Securities and Exchange Commission on August 1, 2017).

3.2		Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9, 2018).

3.3		Certificate of Second Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2018).

3.4		Certificate of Third Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2018).

3.5		Certificate of Fifth Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2019).

3.6		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8—K (No. 001—36714) filed with the Securities and Exchange Commission on May 18, 2015).

3.7		Certificate of Designation of Series C Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and Exchange Commission on September 2, 2020).

3.8		Certificate of Designation of Series D Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and Exchange Commission on September 2, 2020).

3.9		Certificate of Retirement of Series A Convertible Participating Preferred Stock, Series B Convertible Preferred Stock and Series B-1 Convertible Preferred Stock of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (No. 001-036714) filed with the Securities and Exchange Commission on September 9, 2020)

3.10		Corrected Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed December 10, 2020, File No. 001-36714).

3.11		Certificate of Fifth Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed September 3, 2021, File No. 001-36714).

3.12		First Amendment to the Amended and Restated Bylaws, dated March 17, 2022. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed March 18, 2022, File No. 001-36714).

3.13		Certificate of Designation of Series E Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed August 23, 2022, File No. 001-36714).

~~‡ Management~~II-10 ~~contract or compensatory plan or arrangement.~~

# PortionsTable of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act because the information (i) is not material and (ii) would be competitively harmful if publicly disclosed.Contents

II-11


Exhibit No.		Description

3.14		Certificate of Sixth Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed September 30, 2022, File No. 001-36714).

3.15		Certificate of Designation of Series F Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed November 16, 2022, File No. 001-36714).

3.16		Certificate of Seventh Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed January 23, 2023, File No. 001-36714).

3.17		Certificate of Designation of Series G Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed May 9, 2023, File No. 001-36714).

3.18		Certificate of Designation of Series H Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed July 3, 2023, File No. 001-36714).

3.19		Certificate of Designation of Series I Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed October 5, 2023, File No. 001-36714).

3.20		Certificate of Designation of Series J Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed March 1, 2024, File No. 001-36714).

3.21		Certificate of Eighth Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed May 23, 2024, File No. 001-36714).

3.22		Certificate of Designation of Series K Junior Participating Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed February 27, 2025, File No. 001-36714).

3.23		Certificate of Ninth Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K of Jaguar Health, Inc. filed March 18, 2025, File No. 001-36714).

3.24		Certificate of Designation of Preferences, Rights and Limitations of Series L Perpetual Preferred Stock of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed May 15, 2025, File No. 001-36714).

3.25		Certificate of Designation of Preferences, Rights and Limitations of Series M Perpetual Preferred Stock of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed June 30, 2025, File No. 001-36714).

3.26		Certificate of Designation of Preferences, Rights and Limitations of Series N Perpetual Preferred Stock of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed September 11, 2025, File No. 001-36714).

3.27		Certificate of Designation of Preferences, Rights and Limitations of Series O Convertible Preferred Stock of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed March 3, 2026, File No. 001-36714).

3.28		Certificate of Tenth Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed April 21, 2026, File No. 001-36714).

3.29		Certificate of Eleventh Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed April 27, 2026, File No. 001-36714).

~~Table~~II-11 ~~of Contents~~

SIGNATURESTable of Contents

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 6th day of April, 2020.


Exhibit No.		Description

3.30		Certificate of Designation of Preferences, Rights and Limitations of Series Q Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed May 19, 2026, File No. 001-36714),

3.31		Certificate of Designation of Preferences, Rights and Limitations of Series P Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed June 11, 2026, File No. 001-36714).

4.1		Specimen Non—Voting Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8—K of Jaguar Health, Inc. filed August 1, 2017, File No. 001—36714).

4.2		Common Stock Warrant, dated August 28, 2018, by and between Jaguar Health, Inc. and the holder named therein (incorporated by reference to Ex. 4.1 to the Current Report on Form 8—K filed on September 4, 2018).

4.3		Common Stock Warrant, dated September 11, 2018, by and between Jaguar Health, Inc. and L2 Capital, LLC (incorporated by reference to Ex. 4.3 to the Current Report on Form 8—K filed on September 12, 2018).

4.4		Common Stock Warrant, dated September 11, 2018, by and between Jaguar Health, Inc. and Charles Conte (incorporated by reference to Ex. 4.4 to the Current Report on Form 8—K filed on September 12, 2018).

4.5		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S—1 (No. 333—227292) filed with the Securities and Exchange Commission on October 1, 2018).

4.6		Form of Common Stock Warrant (incorporated by reference to Exhibit 4.3 to the Form 8-K of Jaguar Health, Inc. filed March 22, 2019).

4.7		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of Jaguar Health, Inc. filed March 26, 2019).

4.8		Form of LOC Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed April 4, 2019, File No. 001-36714).

4.9		Specimen Common Stock Certificate of Jaguar Health, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8—K of Jaguar Health, Inc. filed June 1, 2018, File No. 001—36714).

4.10		Form of Series 1 Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed July 23, 2019, File No. 001-36714).

4.11		Form of Series 2 Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K of Jaguar Health, Inc. filed July 23, 2019, File No. 001-36714).

4.12		Promissory Note, dated October 1, 2019, between Napo Pharmaceuticals, Inc. and Michael Tempesta (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed October 7, 2019, File No. 001-36714).

4.13		Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed November 14, 2019, File No. 001-36714).

4.14		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed December 26, 2019, File No. 001-36714).

4.15		Royalty Interest, dated March 4, 2020, by and between the Company and Iliad Research and Trading L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed March 6, 2020, File No. 001-36714).

~~JAGUAR~~II-12 ~~HEALTH, INC. By: /S/ LISA A. CONTE Lisa A. Conte Chief Executive Officer and President~~

POWER OFTable ATTORNEYof Contents

We, the undersigned officers and directors of Jaguar Health, Inc., a Delaware corporation, hereby severally constitute and appoint Lisa A. Conte and/or Carol Lizak, our true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for her or him and in her or his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Exhibit No.		Description

4.16		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1945, as amended (incorporated herein by reference to Exhibit 4.26 to the Annual Report on Form 10—K filed on April 3, 2020).

4.17		Form of Series 3 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar health, Inc. filed May 22, 2020).

4.18		Global Amendment, dated September 1, 2020, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Chicago Ventures, L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar health, Inc. filed September 2, 2020).

4.19		Royalty Interest, dated October 8, 2020, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed October 9, 2020).

4.20		Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar health, Inc. filed October 9, 2020).

4.21		Royalty Interest, dated December 22, 2020, by and between Jaguar Health, Inc. and Irving Park Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed December 29, 2020, File No. 001-36714).

4.22		Secured Promissory Note, dated January 19, 2021, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed January 22, 2021, File No. 001-36714).

4.23		Common Stock Purchase Warrant, dated April 7, 2021, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed April 8, 2021, File No. 001-36714).

4.24		Global Amendment, dated April 14, 2022, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed April 15, 2022, File No. 001-36714).

4.25		Global Amendment, dated April 14, 2022, by and between Jaguar Health, Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K of Jaguar Health, Inc. filed April 15, 2022, File No. 001-36714).

4.26		Global Amendment, dated April 14, 2022, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.3 to the Form 8-K of Jaguar Health, Inc. filed April 15, 2022, File No. 001-36714).

4.27		Global Amendment, dated April 14, 2022, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.4 to the Form 8-K of Jaguar Health, Inc. filed April 15, 2022, File No. 001-36714).

4.28		Royalty Interest, dated August 24, 2022, by and between Jaguar Health, Inc. and Streeterville Capital, LLC. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed August 30, 2022, File No. 001-36714).

4.29		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed May 9, 2023, File No. 001-36714).

4.30		Global Amendment No. 2, dated September 29, 2023, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K of Jaguar Health, Inc. filed October 5, 2023, File No. 001-36714).

4.31		Global Amendment No. 2, dated September 29, 2023, by and between Jaguar Health, Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K of Jaguar Health, Inc. filed October 5, 2023, File No. 001-36714).

~~Pursuant~~II-13 ~~to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.~~

Signature	Title	Date
/s/ Lisa A. Conte	Chief Executive Officer, President and Director	April 6, 2020
Lisa A. Conte	(Principal Executive Officer)
/s/ Carol Lizak	Principal Financial and Accounting Officer	April 6, 2020
Carol Lizak
/s/ James J. Bochnowski	Chairman of the Board	April 6, 2020
James J. Bochnowski
	Director
Jiahao Qiu
/s/ John Micek III	Director	April 6, 2020
John Micek III
/s/ Jonathan B. Siegel	Director	April 6, 2020
Jonathan B. Siegel
/s/ Greg J. Divis	Director	April 6, 2020
Greg J. Divis

II-12


Exhibit No.		Description

4.32		Global Amendment, dated September 29, 2023, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.3 to the Form 8-K of Jaguar Health, Inc. filed October 5, 2023, File No. 001-36714).

4.33		Global Amendment No. 2, dated September 29, 2023, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.4 to the Form 8-K of Jaguar Health, Inc. filed October 5, 2023, File No. 001-36714).

4.34		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 to the Form 8-K of Jaguar Health, Inc. filed October 5, 2023, File No. 001-36714).

4.35		Amendment to the Secured Promissory Note, dated January 29, 2025, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed February 4, 2025, File No. 001-36714).

4.36		Note Amendment, dated February 13, 2025, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed February 20, 2025, File No. 001-36714).

4.37		Rights Agreement, dated as of February 26, 2025, between Jaguar Health, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed February 27, 2025, File No. 001-36714).

4.38		Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Form 8-K filed March 26, 2025, File No. 001-36714).

4.39		Form of Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K filed March 26, 2025, File No. 001-36714).

4.40		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Form 8-K filed March 26, 2025, File No. 001-36714).

4.41		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed May 22, 2025, File No. 001-36714).

4.42		Form of Wainwright Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K filed May 22, 2025, File No. 001-36714).

4.43		Form of Replacement Note (incorporated by reference to Exhibit 4.1 to the Form 8-K filed June 24, 2025, File No. 001-36714).

4.44		Form of New Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K filed June 24, 2025, File No. 001-36714).

4.45		Pre-Funded Warrant, dated September 28, 2025, by and between Jaguar Health, Inc. and Brown Stone Capital Limited (incorporated by reference to Exhibit 4.1 to the Form 8-K filed October 11, 2025, File No. 001-36714).

4.46		Secured Promissory Note, dated November 12, 2025, issued by Jaguar Health, Inc. to Streeterville Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed November 14, 2025, File No. 001-36714).

4.47		Global Amendment dated November 17, 2025, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed November 19, 2025, File No. 001-36714).

4.48		Global Amendment dated November 17, 2025, by and between Jaguar Health, Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed November 19, 2025, File No. 001-36714).

II-14


Exhibit No.		Description

4.49		Global Amendment dated November 17, 2025, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.3 to the Form 8-K filed November 19, 2025, File No. 001-36714).

4.50		Note Amendment dated November 17, 2025, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.4 to the Form 8-K filed November 19, 2025, File No. 001-36714).

4.51		First Pre-Funded Warrant, dated December 9, 2025 (incorporated by reference to Exhibit 4.51 to the Form 10-K filed April 7, 2026, File No. 001-36714).

4.52		Second Pre-Funded Warrant, dated December 11, 2025 (incorporated by reference to Exhibit 4.52 to the Form 10-K filed April 7, 2026, File No. 001-36714).

4.53		Form of Unsecured Promissory Note (incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed January 12, 2026, File No. 001-36714).

4.54		Form of Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K/A filed January 12, 2026, File No. 001-36714).

4.55		Form of the Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed January 23, 2026, File No. 001-36714).

4.56		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed February 18, 2026, File No. 001-36714).

4.57		Global Amendment No. 4 dated March 6, 2026, by and between Jaguar Health, Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed March 9, 2026, File No. 001-36714).

4.58		Global Amendment No. 4 dated March 6, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed March 9, 2026, File No. 001-36714).

4.59		Amendment to the 2021 Note, dated March 6, 2026, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.3 to the Form 8-K filed March 9, 2026, File No. 001-36714).

4.60		Amendment to the 2025 Note, dated March 6, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.4 to the Form 8-K filed March 9, 2026, File No. 001-36714).

4.61		Form of the Commencement Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed June 11, 2026, File No. 001-36714).

4.62		Global Amendment No. 5, dated June 17, 2026, by and between Jaguar Health, Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 4.1 to the Form 8-K filed June 18, 2026, File No. 001-36714).

4.63		Global Amendment No. 5, dated June 17, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed June 18, 2026, File No. 001-36714).

4.64		Amendment to the 2021 Note, dated June 17, 2026, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 4.3 to the Form 8-K filed June 18, 2026, File No. 001-36714).

5.1*		Opinion of Reed Smith LLP.

10.1‡		Form of Indemnification Agreement by and between Jaguar Health, Inc. and its directors and officers (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S—1 (No. 333—198383) filed with the Securities and Exchange Commission on August 27, 2014).

II-15


Exhibit No.		Description

10.2‡		Form of Notice of Grant of Stock Option and Stock Option Agreement under the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S—1 (No. 333—198383) filed with the Securities and Exchange Commission on August 27, 2014).

10.3‡		Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S—1 (No. 333—198383) filed with the Securities and Exchange Commission on August 27, 2014).

10.4‡		Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement under the 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S—1 (No. 333—198383) filed with the Securities and Exchange Commission on August 27, 2014).

10.5‡		Offer Letter by and between Jaguar Health, Inc. and Lisa A. Conte, dated March 1, 2014 (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S—1 (No. 333—198383) filed with the Securities and Exchange Commission on August 27, 2014).

10.6‡		Offer Letter by and between Jaguar Health, Inc. and Steven R. King, Ph.D., dated February 28, 2014 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S—1 (No. 333—198383) filed with the Securities and Exchange Commission on August 27, 2014).

10.7†		Formulation Development and Manufacturing Agreement between Jaguar Health, Inc. and Patheon Pharmaceuticals Inc., dated October 8, 2015 (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S—1 (No. 333—208905) filed with the Securities and Exchange Commission on January 7, 2016).

10.8		Common Stock Warrant issued pursuant to the Letter Agreement, dated November 8, 2016, between Jaguar Health, Inc. and Serious Change II LP, which expires July 28, 2022 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10—Q (No. 001—36714) filed on November 14, 2016).

10.9		Distribution Agreement, dated December 9, 2016, by and between Jaguar Health, Inc. and Henry Schein, Inc. (incorporated herein by reference to Exhibit 10.41 to the Annual Report on Form 10—K filed on February 15, 2017).

10.10		Alliance Agreement, dated May 23, 2005, by and among AsiaPharm Investment Limited and its Affiliates, including Shandong Luye Pharmaceuticals Co. Ltd., and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.61 to the Registration Statement on Form S—4/A filed May 26, 2017 (No. 333—217364)).

10.11†		Finder’s Agreement, dated April 9, 2010, by and among Luye Pharma Group Limited and its Affiliates, including Shandong Luye Pharmaceuticals Co. Ltd., and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.62 to the Registration Statement on Form S—4/A filed May 26, 2017 (No. 333—217364)).

10.12†		License Agreement, dated February 28, 2007, by and between Insmed Incorporated and Napo Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.77 to the Registration Statement on Form S—4/A filed May 26, 2017 (No. 333—217364)).

10.13†		Amendment, Waiver & Consent, dated June 27, 2017, by and among Jaguar Health, Inc., Nantucket Investments Limited, and Napo Pharmaceuticals, Inc. (incorporated by reference to Ex. 10.83 of the Company’s Registration Statement on Form S—4 (Registration No. 333—217364) filed on July 5, 2017).

II-16


Exhibit No.		Description

10.14†		Termination, Asset Transfer and Transition Agreement, dated September 22, 2017, by and between Napo Pharmaceuticals, Inc. and Alivus Pharmaceuticals, Ltd. (incorporated by reference to Ex. 10.8 to the Quarterly Report on Form 10—Q filed on November 20, 2017)

10.15		Registration Rights Agreement, dated March 23, 2018, by and between Jaguar Health, Inc. and Sagard Capital Partners, L.P. (incorporated by reference to Ex. 10.2 to the Current Report on Form 8—K filed on March 27, 2018).

10.16		Registration Rights Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and L2 Capital, LLC (incorporated by reference to Ex. 10.3 to the Current Report on Form 8—K filed on September 12, 2018).

10.17		Registration Rights Agreement, dated September 11, 2018, by and between Jaguar Health, Inc. and Charles Conte (incorporated by reference to Ex. 10.4 to the Current Report on Form 8—K filed on September 12, 2018).

10.18		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed March 22, 2019).

10.19		Letter of Credit Cancellation & Warrant Issuance Agreement, dated March 29, 2019, by and between Jaguar Health, Inc. and the letter of credit beneficiary named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 4, 2019).

10.20		Amendment No. 1 to Registration Rights Agreement, dated May 30, 2019, by and between Jaguar Health, Inc. and Sagard Capital Partners, L.P. (incorporated by reference to Exhibit 10.120 to the Registration Statement on Form S-1 (No. 333-233989) filed with the Securities and Exchange Commission on September 27, 2019).

10.21		Form of Amendment Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed July 5, 2019, File No. 001-36714).

10.22#		Master Services Agreement, dated June 24, 2019, by and among Napo Pharmaceuticals, Inc., Integrium, LLC, and POC Capital, LLC (incorporated by reference to Exhibit 10.24 to the Form 10-K of Jaguar Health, Inc. filed on March 31, 2021, File No. 001-36714).

10.23		Form of Exchange Agreement, between Jaguar Health, Inc. and Chicago Venture Partners, L.P. (incorporated by reference to Exhibit 10.6 to the Form 10-Q of Jaguar Health, Inc. filed on August 14, 2019, File No. 001-36714).

10.24		Form of Warrant Agency Agreement between Jaguar Health, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.117 to the Form S-1/A of Jaguar Health, Inc. filed on July 15, 2019, File No. 333-231399).

10.25		License Termination and Settlement Termination Agreement, dated October 1, 2019, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Michael Tempesta (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed October 7, 2019, File No. 001-36714).

10.26#		Securities Purchase Agreement, dated November 13, 2019, by and between Jaguar Health, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed November 14, 2019, File No. 001-36714).

10.27		Securities Purchase Agreement, dated December 20, 2019, by and between Jaguar Health, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed December 26, 2019, File No. 001-36714).

10.28		Form of Warrant Exercise Agreement by and between Jaguar Health, Inc. and the Holder named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed February 28, 2020, File No. 001-36714).

II-17


Exhibit No.		Description

10.29		Securities Purchase Agreement, dated March 23, 2020, by and between Jaguar Health, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 26, 2020, File No. 001-36714).

10.30		Equity Purchase Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.4 to the Form 8-K filed March 26, 2020, File No. 001-36714).

10.31		Registration Rights Agreement, dated March 24, 2020, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K filed March 26, 2020, File No. 001-36714).

10.32‡		Jaguar Health, Inc. 2014 Stock Incentive Plan as amended and restated effective October 1, 2019 (incorporated by reference to Exhibit 10.101 to the Form 10-K of Jaguar Health, Inc. filed April 3, 2020, File No. 001 36714).

10.33		Purchase Agreement, dated April 15, 2020, by and between Napo Pharmaceuticals, Inc. and Atlas Sciences, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 16, 2020, File No. 001-36714).

10.34		License Agreement, dated April 15, 2020, by and between Jaguar Health, Inc. and Atlas Sciences, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed April 16, 2020, File No. 001-36714).

10.35		Purchase Agreement, dated May 12, 2020, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10,1 to the Form 8-K filed May 21, 2020, File No. 001-36714).

10.36		Assignment Agreement, dated May 12, 2020, by and between Napo Pharmaceuticals, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed May 21, 2020, File No. 001-36714).

10.37‡		Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed June 19, 2020, File No. 001-36714).

10.38‡		Form of Notice of Grant of Stock Option and Stock Option Agreement under Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed June 19, 2020, File No. 001-36714).

10.39‡		Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement under the Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.3 to the Form 8-K filed June 19, 2020, File No. 001-36714).

10.40		Securities Purchase Agreement, dated March 4, 2020, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 6, 2020, File No. 001-36714).

10.41		First Amendment to Royalty Interest Purchase Agreement and Related Documents, dated July 10, 2020, between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed July 14, 2020, File No. 001-36714).

10.42‡		Form of Severance and Change of Control Agreement (incorporated by reference to Exhibit 10.11 to the Form 10-Q filed August 13, 2020 File No. 001-36714).

10.43		First Amendment to Purchase Agreement, dated June 26, 2020, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.12 to the Form 10-Q filed August 13, 2020 File No. 001-36714).

II-18


Exhibit No.		Description

10.44		First Amendment to Assignment Agreement, dated June 26, 2020, by and between Napo Pharmaceuticals, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.13 to the Form 10-Q filed August 13, 2020 File No. 001-36714).

10.45		Exchange Agreement, dated September 1, 2020, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed September 2, 2020, File No. 001-36714).

10.46		Stock Plan Agreement for Payment of Consulting Services, dated September 1, 2020, by and among Jaguar Health, Inc., Sagard Capital Partners Management Corp. and Sagard Capital Partners, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed September 2, 2020, File No. 001-36714).

10.47		Stock Plan Agreement, dated October 6, 2020, by and between Jaguar Health, Inc. and PoC Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 7, 2020, File No. 001-36714).

10.48		Fee Settlement Agreement dated October 7, 2020, by and between Jaguar Health, Inc. and Atlas Sciences, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 9, 2020, File No. 001-36714).

10.49		Royalty Interest Purchase Agreement, dated October 8, 2020, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 9, 2020, File No. 001-36714).

10.50		Exchange Agreement, dated October 8, 2020, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed October 9, 2020, File No. 001-36714).

10.51#		Office Sublease Agreement, dated August 31, 2020, by and between Jaguar Health, Inc. and Peacock Construction, Inc. (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed November 16, 2020, File No. 001-36714).

10.52		Consent to Sublease Agreement, dated August 31, 2020, by and among M&E, LLC, Jaguar Health, Inc. and Peacock Construction, Inc. (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed November 16, 2020, File No. 001-36714).

10.53#		Manufacturing and Supply Agreement, dated September 3, 2020, by and between Alivus Life Sciences Limited and Napo Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed November 16, 2020, File No. 001-36714).

10.54		Securities Purchase Agreement, dated December 22, 2020, by and between Jaguar Health, Inc. and Irving Park Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed December 29, 2020, File No. 001-36714).

10.55		Note Purchase Agreement, dated January 19, 2021, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed January 22, 2021, File No. 001-36714).

10.56		Security Agreement, dated January 19, 2021, by and between Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed January 22, 2021, File No. 001-36714).

10.57#		Master Services Agreement, dated October 5, 2020, by and between Napo Pharmaceuticals, Inc. and Integrium, LLC (incorporated by reference to Exhibit 10.67 to the Form 10-K filed March 31, 2021, File No. 001-36714.

10.58		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed January 14, 2021, File No. 001-36714).

II-19


Exhibit No.		Description

10.59#		Office Lease Agreement, dated March 25, 2021, by and between Jaguar Health, Inc. and M & E LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 8, 2021, File No. 001-36714).

10.60		First Amendment to the Equity Purchase Agreement, dated April 7, 2021, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed April 8, 2021, File No. 001-36714).

10.61		Registration Rights Agreement, dated April 7, 2021, by and between Jaguar Health, Inc. and Oasis Capital, LLC (incorporated by reference to Exhibit 10.3 to the Form 8-K of Jaguar Health, Inc. filed April 8, 2021, File No. 001-36714).

10.62		Form of Securities Purchase Agreement, dated April 29, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 30, 2021, File No. 001-36714).

10.63#		Subscription Agreement, dated June 1, 2021, by and among Dragon SPAC S.p.A., Napo Pharmaceuticals, Inc. and Joshua Mailman (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed June 4, 2021, File No. 001-36714).

10.64#		License Agreement, dated August 18, 2021, by and between Napo Pharmaceuticals, Inc. and Napo EU S.p.A. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed August 24, 2021, File No. 001-36714).

10.65		Securities Purchase Agreement, dated September 13, 2021, by and between Jaguar Health, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed September 17, 2021, File No. 001-36714).

10.66		At The Market Offering Agreement, dated December 10, 2021, by and between Jaguar Health, Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed December 10, 2021, File No. 001-36714).

10.67		First Amendment to the At the Market Offering Agreement, dated February 2, 2022, by and between Jaguar Health, Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed February 2, 2022, File No. 001-36714).

10.68		First Amendment to the Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 15, 2022, File No. 001-36714).

10.69		First Amendment to the Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed April 15, 2022, File No. 001-36714).

10.70#		Manufacturing Services Agreement, dated June 10, 2022, by and between Napo Pharmaceuticals, Inc. and Patheon Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K/A of Jaguar Health, Inc. filed August 24, 2022, File No. 001-36714).

10.71		License and Services Agreement, dated June 29, 2022, by and among Jaguar Health, Inc., SynWorld Technologies Corporation, C&E Telecom, LTD and Tao Wang (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed June 29, 2022, File No. 001-36714).

10.72#		Amended and Restated License Agreement, dated July 19, 2022, by and between Napo Pharmaceuticals, Inc. and Napo Therapeutics S.p.A. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed July 20, 2022, File No. 001-36714).

10.73		Securities Purchase Agreement, dated August 18, 2022, by and between Jaguar Health, Inc. and SynWorld Technologies Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed August 23, 2022, File No. 001-36714).

II-20


Exhibit No.		Description

10.74		First Amendment to the License and Services Agreement, dated August 18, 2022, by and between Jaguar Health, Inc. and SynWorld Technologies Corporation (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed August 23, 2022, File No. 001-36714).

10.75		Royalty Interest Purchase Agreement, dated August 24, 2022, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed August 30, 2022, File No. 001-36714).

10.76		Amended and Restated License and Services Agreement, dated October 11, 2022, by and among Jaguar Health, Inc., SynWorld Technologies Corporation, C&E Telecom, LTD and Tao Wang (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. October 14, 2022, File No. 001-36714).

10.77		Global Amendment, dated October 17, 2022, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed October 21, 2022, File No. 001-36714).

10.78		Securities Purchase Agreement, dated November 11, 2022, by and between Jaguar Health, Inc. and SynWorld Technologies Corporation (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed November 16, 2022, File No. 001-36714).

10.79		Form of Company Stock Option Cancellation Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed December 30, 2022, File No. 001-36714).

10.80		Mutual Termination of License Agreement, dated as of January 31, 2023, by and among Jaguar Health, Inc., SynWorld Technologies Corporation, C&E Telecom, LTD, and Tao Wang (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed February 6, 2023, File No. 001-36714).

10.81		Form of Securities Purchase Agreement, dated May 8, 2023 (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed May 9, 2023, File No. 001-36714).

10.82		Standstill Agreement, dated May 8, 2023 (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed May 9, 2023, File No. 001-36714).

10.83		Second Amendment to the Jaguar Health, Inc. New Employee Inducement Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed May 19, 2023, File No. 001-36714).

10.84		Form of Exchange Agreement, dated June 28, 2023, by and between Jaguar Health, Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed July 3, 2023, File No. 001-36714).

10.85		First Amendment to the Standstill Agreement, dated June 28, 2023 (incorporated by reference to Exhibit 10.2 to the Form 8-K of Jaguar Health, Inc. filed July 3, 2023, File No. 001-36714).

10.86		Binding Memorandum of Understanding, dated June 30, 2023, by and among Jaguar Health, Inc., Napo Pharmaceuticals, Inc., Iliad Research and Trading, L.P., Uptown Capital, LLC and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed August 14, 2023, File No. 001-36714).

10.87		Amendment No. 1 to Manufacturing and Supply Agreement, dated July 12, 2023, by and between Napo Pharmaceuticals, Inc. and Alivus Life Sciences Limited (incorporated by reference to Exhibit 10.7 to the Form 10-Q filed August 14, 2023, File No. 001-36714).

10.88		Exchange Agreement, dated September 29, 2023, by and between Jaguar Health, Inc. and Uptown Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 5, 2023, File No. 001-36714).

II-21


Exhibit No.		Description

10.89		First Amendment to 200 Pine Street Office Lease, dated December 24, 2021, between Jaguar Health, Inc. and M & E, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed December 1, 2023, File No. 001-36714).

10.90		Second Amendment to 200 Pine Street Office Lease, dated October 25, 2023, between Jaguar Health, Inc. and M & E, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed December 1, 2023, File No. 001-36714).

10.91		Exchange Agreement, dated March 1, 2024, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 1, 2024, File No. 001-36714).

10.92		Form of PIPE Warrant Exchange Agreement, dated February 27, 2024, by and between Jaguar Health, Inc. and the PIPE investor (incorporated by reference to Exhibit 10.2 to the Form 8-K filed March 1, 2024, File No. 001-36714).

10.93		Second Amendment to the At the Market Offering Agreement, dated May 23, 2024, by and between Jaguar Health, Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed May 23, 2024, File No. 001-36714).

10.94		Third Amendment to the At the Market Offering Agreement, dated July 17, 2024, by and between Jaguar Health, Inc., Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed July 18, 2024, File No. 001-36714).

10.95		Fourth Amendment to the At the Market Offering Agreement, dated November 13, 2024, by and between Jaguar Health, Inc., Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed November 13, 2024, File No. 001-36714).

10.96		Form of Limited Waiver (incorporated by reference to Exhibit 10.1 to the Form 8-K of Jaguar Health, Inc. filed May 5, 2025, File No. 001-36714).

10.97		Fifth Amendment to the At the Market Offering Agreement, dated February 4, 2025, by and between Jaguar Health, Inc., Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC (incorporated by reference to Exhibit 10.91 to the Form 10-K filed April 7, 2026, File No. 001-36714).

10.98		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 26, 2025, File No. 001-36714).

10.99		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed March 26, 2025, File No. 001-36714).

10.100		Iliad Common Stock Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 15, 2025, File No. 001-36714).

10.101		Streeterville Exchange Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed May 15, 2025, File No. 001-36714).

10.102		Iliad Series L Exchange Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed May 15, 2025, File No. 001-36714).

10.103		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 22, 2025, File No. 001-36714).

10.104		Form of Note Exchange and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed June 24, 2025, File No. 001-36714).

10.105		Iliad Series M Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed June 30, 2025, File No. 001-36714).

II-22


Exhibit No.		Description

10.106		Streeterville Series M Exchange Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed June 30, 2025, File No. 001-36714).

10.107		Sixth ATM Amendment, dated August 14, 2025, to ATM Agreement by and among Jaguar Health, Inc., Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed August 14, 2025, File No. 001-36714).

10.108		Form of Securities Purchase Agreements (incorporated by reference to Exhibit 10.1 to the Form 8-K filed September 11, 2025, File No. 001-36714).

10.109		Securities Purchase Agreement, dated September 28, 2025, by and between Jaguar Health, Inc. and Brown Stone Capital Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 1, 2025, File No. 001-36714).

10.110		Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed October 3, 2025, File No. 001-36714).

10.111		Note Purchase Agreement, dated November 12, 2025, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed November 14, 2025, File No. 001-36714).

10.112		Deposit Account Control Agreement, dated November 12, 2025, by and among JAGX Holdings, LLC, Streeterville Capital, LLC and Lakeside Bank (incorporated by reference to Exhibit 10.2 to the Form 8-K filed November 14, 2025, File No. 001-36714).

10.113		Guaranty, dated November 12, 2025, by JAGX Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Form 8-K filed November 14, 2025, File No. 001-36714).

10.114		Pledge Agreement, dated November 12, 2025, by Jaguar Health, Inc. (incorporated by reference to Exhibit 10.4 to the Form 8-K filed November 14, 2025, File No. 001-36714).

10.115		Exchange Agreement dated November 17, 2025, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed November 19, 2025, File No. 001-36714).

10.116		First Exchange Agreement, dated December 9, 2025, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.116 to the Form 10-K filed April 7, 2026, File No. 001-36714).

10.117		Second Exchange Agreement, dated December 11, 2025, by and between Jaguar Health, Inc. and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.117 to the Form 10-K filed April 7, 2026, File No. 001-36714).

10.118		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K/A filed January 12, 2026, File No. 001-36714).

10.119		License Agreement, dated January 12, 2026, by and among Napo Pharmaceuticals, Inc., Jaguar Health, Inc., Woodward Specialty LLC and Future Pak, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed January 15, 2026, File No. 001-36714).

10.120		Supply Agreement, dated January 12, 2026, by and among Napo Pharmaceuticals, Inc., Woodward Specialty LLC and Future Pak, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed January 15, 2026, File No. 001-36714).

10.121		Iliad Royalty Interest Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed January 23, 2026, File No. 001-36714).

10.122		Streeterville Royalty Interest Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed January 23, 2026, File No. 001-36714).

10.123		Iliad Series L Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed January 23, 2026, File No. 001-36714).

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Exhibit No.		Description

10.124		Streeterville Series L Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed January 23, 2026, File No. 001-36714).

10.125		Iliad Series M Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed January 23, 2026, File No. 001-36714).

10.126		Streeterville Series M Exchange Agreement, dated January 16, 2026 (incorporated by reference to Exhibit 10.6 to the Form 8-K filed January 23, 2026, File No. 001-36714).

10.127		Security Agreement, dated March 6, 2026, by and between Napo Pharmaceuticals, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 9, 2026, File No. 001-36714).

10.128		Warrant Termination Agreement, dated March 6, 2026, by and between Jaguar Health, Inc., Uptown Capital, LLC, Streeterville Capital, LLC and Iliad Research and Trading, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed March 9, 2026, File No. 001-36714).

10.129		ELOC Agreement, dated June 9, 2026, by and between Jaguar Health, Inc. and the Institutional Investor named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed June 11, 2026, File No. 001-36714).

10.130		ELOC Registration Rights Agreement, dated June 9, 2026, by and between Jaguar Health, Inc. and the Institutional Investor named therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed June 11, 2026, File No. 001-36714).

10.131		Form of the Preferred Stock Purchase Agreements (incorporated by reference to Exhibit 10.3 to the Form 8-K filed June 11, 2026, File No. 001-36714).

10.132		Preferred Registration Rights Agreement, dated June 9, 2026, by and between Jaguar Health, Inc. and the Investors named therein (incorporated by reference to Exhibit 10.4 to the Form 8-K filed June 11, 2026, File No. 001-36714).

10.133		Exchange Agreement, dated June 9, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed June 18, 2026, File No. 001-36714).

10.134		Exchange Agreement, dated June 17, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed June 18, 2026, File No. 001-36714).

10.135		Exchange Agreement, dated June 18, 2026, by and between Jaguar Health, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.3 to the Form 8-K filed June 18, 2026, File No. 001-36714).

10.136		First Amendment to Manufacturing and Supply Agreement, dated as of June 22, 2026, by and among Napo Pharmaceuticals, Inc., Jaguar Health, Inc., and Woodward Specialty LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed June 25, 2026, File No. 001-36714).

10.137#		Manufacturing and Supply Agreement, dated July 9, 2026, by and between Napo Pharmaceuticals, Inc. and Alivus Life Sciences Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed July 14, 2026, File No. 001-36714).

21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Form 10-K filed April 7, 2026, File No. 001-36714).

23.1*		Consent of RBSM LLP, Independent Registered Public Accounting Firm.

23.2*		Consent of Reed Smith LLP (Included in Exhibit 5.1).

107*		Filing Fee Table

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+	Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

*	Filed herewith.

†	Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

‡	Management contract or compensatory plan or arrangement.

#	Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act because the information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California on July 15, 2026.


Jaguar Health, Inc.

By:		/s/ Lisa A. Conte
		Lisa A. Conte
		Chief Executive Officer and President

POWER OF ATTORNEY

We, the undersigned directors and officers of Jaguar Health, Inc., a Delaware corporation, hereby severally constitute and appoint Lisa A. Conte and Carol Lizak, and each of them singly, our true and lawful attorneys-in-fact and agents, with full power full power of substitution and resubstitution for her or him and in her or his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Lisa A. Conte Lisa A. Conte	Chief Executive Officer, President and Director (Principal Executive Officer)	July 15, 2026

/s/ Carol Lizak Carol Lizak	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	July 15, 2026

/s/ James J. Bochnowski James J. Bochnowski	Chairman of the Board	July 15, 2026

/s/ John Micek III John Micek III	Director	July 15, 2026

/s/ Jonathan B. Siegel Jonathan B. Siegel	Director	July 15, 2026

/s/ Anula Jayasuriya Anula Jayasuriya	Director	July 15, 2026

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Filing Compare · Jaguar Health, Inc.