Jaguar Health: declares Series R preferred dividend and amends royalty agreements

What happened

• Jaguar Health announced that on Oct 2, 2026 its board declared a special one-time dividend of one share of Series R Convertible Preferred Stock for each one share of Common Stock and certain eligible warrants, with a record date of Oct 13, 2026 and expected payment as of the close of business on Oct 15, 2026.
• The company entered into amendments on Sep 30, 2026 to royalty interests with Uptown Capital, LLC and Streeterville Capital, LLC extending the start of monthly royalty payments from Oct 1, 2026 to Jan 1, 2027 and setting the monthly royalty payment to the greater of $750,000 and the actual royalty payment due for the month.
• On Sep 30, 2026 the company and its wholly owned subsidiary Napo Pharmaceuticals, Inc. amended a secured promissory note with Streeterville to extend the maturity date from Oct 1, 2026 to Jan 1, 2027.
• The company filed a Certificate of Designation on Oct 2, 2026 designating 2,325,000 shares as Series R Convertible Preferred Stock.

Key details

• Royalty interest original principal amounts: $12,000,000 (Uptown 2020) and $12,000,000 (Streeterville 2022).
• Monthly royalty payment provision: the greater of $750,000 and the actual monthly royalty payment under the agreements; initiation date moved to Jan 1, 2027 from Oct 1, 2026.
• 2021 Note original principal amount (as amended): $6,220,812.50; maturity extended to Jan 1, 2027.
• Series R terms: 2,325,000 shares designated; no dividends; no voting rights except as specified; liquidation preference $0.0001 per share; automatic conversion on Nov 2, 2026 at a conversion ratio of five shares of Common Stock per one share of Series R Preferred Stock; maximum beneficial ownership limitation 19.99%; aggregate Conversion Shares not to exceed 11,625,000 shares.
• Series P consent and waiver dated Oct 2, 2026: C/M Capital consented to the Preferred Stock Dividend and authorization of Series R, and the company agreed that upon a Fundamental Transaction it will repurchase outstanding Series P shares held by C/M Capital for cash to the extent legally available at the applicable liquidation amount, subject to approvals and consents.

Why it may matter

• Item 1.01: entry into material definitive agreements (royalty amendments, note amendment, Series P consent and waiver). Item 2.03: creation of a direct financial obligation as described above. Item 5.03: amendment to the company’s certificate of incorporation to designate Series R Preferred Stock. Item 7.01: Regulation FD disclosure via press release. Item 8.01: other events reporting the preferred stock dividend and supplemental risk factors.
• The filing states these actions and their terms but does not explain the company’s or any insider’s reasons for these actions. The filing does not show why the insider traded or why the company acted.