Jaguar Health Announces Equity Exchanges and Purchase of Napo Therapeutics Shares

What Happened

• Jaguar Health announced privately negotiated equity exchange transactions and a related securities purchase that closed in September 2026. On September 11, 2026 the company exchanged a 6% convertible promissory note held by Lincoln Alternative Strategies LLC for common stock (the note’s outstanding balance was $175,016.36 and was surrendered and cancelled). Separately, Jaguar completed three exchanges with Streeterville Capital, LLC converting Series Q Perpetual Preferred Stock into common stock. On September 15, 2026 Jaguar closed a securities purchase to acquire the remaining shares of Napo Therapeutics held by a minority shareholder in exchange for common stock and a pre‑funded warrant.

Key Details

• Convertible note: $175,016.36 outstanding balance converted into 557,377 shares of common stock (note cancelled) (LAS Exchange Agreement dated Sept 11, 2026).
• Series Q preferred conversions: Jaguar issued 53,191, 219,435, and 31,847 common shares in three exchanges (July 7, Sept 11, Sept 14, 2026), totaling 304,473 shares; these preferred shares were cancelled and retired. The Streeterville exchanges, in the aggregate, caused issuance of more than 5% of the Company’s outstanding common stock as reported in the Aug 19, 2026 Form 10-Q.
• Purchase Transaction: On Sept 12, 2026 Jaguar agreed to issue 535,000 common shares and a pre‑funded warrant to purchase 2,077,255 common shares in exchange for the purchaser’s Napo Therapeutics shares; the transaction closed on Sept 15, 2026.
• Agreements and the pre‑funded warrant are filed as exhibits to the 8‑K (see exhibits referenced in the filing).

Why It Matters

• Dilution: The company issued a combined 861,850 shares in the exchange transactions (557,377 + 304,473) and issued an additional 535,000 shares plus a large pre‑funded warrant as part of the Napo Therapeutics purchase, which can increase share count if exercised—important for shareholders to consider regarding dilution.
• Balance sheet and ownership effects: The LAS note was cancelled, removing about $175k of convertible debt. Series Q preferred shares held by Streeterville were cancelled, eliminating those preferred claims. Jaguar acquired the remaining minority interest in Napo Therapeutics, consolidating ownership of that subsidiary.
• Transaction type and disclosure: These were privately negotiated, unregistered issuances reported on the 8‑K; the underlying agreements and warrant are filed as exhibits for investors who want the legal details.