Jaguar Health files two S-1s to register up to 46.3 million resale shares

Jaguar Health, Inc. filed two Form S-1 registration statements with the SEC on July 15, 2026, each linked to financing agreements dated June 9, 2026.

The first prospectus relates to the potential resale from time to time by C/M Capital Master Fund, LP of up to 40,800,000 shares of voting common stock¹ under an equity line of credit. Under the arrangement, the company may receive up to $40 million in aggregate gross proceeds from the sale of the shares of common stock to the Selling Stockholder under the Purchase Agreement, from time to time in its discretion, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, after the date the registration statement that includes this prospectus is declared effective and after satisfaction of other conditions in the Purchase Agreement.¹ Sales under a VWAP purchase would be priced at a purchase price equal to 95% of the lowest of the VWAP for the applicable period, the lowest traded price over the preceding five trading days, and the closing sale price on the purchase date, meaning shares will always be sold at a 5% or greater discount to market price.¹ The filing states that if all of the 40,800,000 shares of common stock offered for resale by the Selling Stockholder under this prospectus were issued and outstanding as of July 10, 2026, such shares would represent in excess of 89.3% of total number of shares of common stock outstanding.¹

The second prospectus covers resale of up to 5,522,551 shares of voting common stock by the selling stockholders² tied to a Series P Non-Convertible Preferred Stock financing. On June 9, 2026, the Company entered into securities purchase agreements with the Selling Stockholders to issue and sell an aggregate of 240 shares of Series P Preferred Stock for an aggregate purchase price of $2 million, and the Preferred Stock Financing closed June 9, 2026.² The filing notes that if all of the 5,522,551 shares offered for resale by the Selling Stockholders under this prospectus were issued and outstanding as of July 10, 2026, such shares would represent in excess of 52.93% of total number of shares of common stock outstanding.² Holders of the Preferred Shares are entitled to dividends of 8% per annum, which are payable quarterly in arrears on the first trading day of each fiscal quarter, in shares of common stock so long as the Equity Condition is satisfied on the Dividend Date, or in cash, at the election of the Company.²

Both filings list 4,910,402 shares of common stock outstanding as of July 10, 2026¹, and note the stock trades on Nasdaq under the symbol "JAGX," with a last reported sales price of $2.17 per share on July 14, 2026.¹