JAGX 8-K
Jaguar Health, Inc. (JAGX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by 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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Royalty Interest Exchange Transactions
As previously disclosed, on October 8, 2020, Jaguar Health, Inc. (the “Company”) sold to Iliad Research and Trading, L.P. (“Iliad”) a royalty interest in the original principal amount of $12 million (as amended, the “October 2020 Royalty Interest”).
On January 16, 2026, the Company entered into a privately negotiated exchange agreement (the “Iliad Royalty Interest Exchange Agreement”) with Iliad. Pursuant to this agreement, the Company issued a pre-funded common stock purchase warrant to purchase 1,553,844 shares of Common Stock (the “First Pre-Funded Warrant”) to Iliad in exchange for a $1,187,914.07 reduction in the outstanding balance of the October 2020 Royalty Interest.
The Iliad Royalty Interest Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.
Also as previously disclosed, on August 24, 2022, the Company sold to Streeterville Capital, LLC (“Streeterville”) a royalty interest in the original principal amount of $12 million (as amended, the “August 2022 Royalty Interest”).
On January 16, 2026, the Company entered into a privately negotiated exchange agreement (the “Streeterville Royalty Interest Exchange Agreement”) with Streeterville. Pursuant to this agreement, the Company issued a pre-funded common stock purchase warrant to purchase 1,111,837 shares of Common Stock (the “Second Pre-Funded Warrant”) to Streeterville in exchange for a $850,000 reduction in the outstanding balance of the August 2022 Royalty Interest.
The Streeterville Royalty Interest Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.
Series L Preferred Stock Exchange Transactions
As previously disclosed, on May 14, 2025, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued 22 shares of Series L Perpetual Preferred Stock (the “Series L Preferred Stock”) to Iliad.
On January 16, 2026, the Company entered into a privately negotiated exchange agreement with Iliad (the “Iliad Series L Exchange Agreement”), pursuant to which the Company issued a pre-funded common stock purchase warrant to purchase 719,424 shares of Common Stock (the “Third Pre-Funded Warrant”) to Iliad in exchange for 22 shares of Series L Preferred Stock held by Iliad. Upon completion of the exchange, such 22 shares of Series L Preferred Stock were cancelled and retired.
The Iliad Series L Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.
Also as previously disclosed, on May 14, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 99.3822 shares of Series L Preferred Stock to Streeterville.
On January 16, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville (the “Streeterville Series L Exchange Agreement”), pursuant to which the Company issued a pre-funded common stock purchase warrant to purchase 3,249,908 shares of Common Stock (the “Fourth Pre-Funded Warrant”) to Streeterville in exchange for 99.3822 shares of Series L Preferred Stock held by Streeterville. Upon completion of the exchange, such 99.3822 shares of Series L Preferred Stock were cancelled and retired.
The Streeterville Series L Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.
Series M Preferred Stock Exchange Transactions
As previously disclosed, on June 27, 2025, the Company entered into a privately negotiated exchange agreement with Iliad, pursuant to which the Company issued 170 shares of Series M Perpetual Preferred Stock (the “Series M Preferred Stock”) to Iliad.
On January 16, 2026, the Company entered into a privately negotiated exchange agreement with Iliad (the “Iliad Series M Exchange Agreement”), pursuant to which the Company issued a pre-funded common stock purchase warrant to purchase 2,870,503 shares of Common Stock (the “Fifth Pre-Funded Warrant”) to Iliad in exchange for 87.78 shares of Series M Preferred Stock held by Iliad. Upon completion of the exchange, such 87.78 shares of Series M Preferred Stock were cancelled and retired.
The Iliad Series M Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.
Also as previously disclosed, on June 27, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 90 shares of Series M Preferred Stock to Streeterville.
On January 16, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville (the “Streeterville Series M Exchange Agreement”), pursuant to which the Company issued a pre-funded common stock purchase warrant to purchase 2,270,765 shares of Common Stock (the “Sixth Pre-Funded Warrant”) to Streeterville in exchange for 69.44 shares of Series M Preferred Stock held by Streeterville. Upon completion of the exchange, such 69.44 shares of Series M Preferred Stock were cancelled and retired.
The Streeterville Series M Exchange Agreement includes representations, warranties, and covenants customary for a transaction of this type.
Each of the First Pre-Funded Warrant, the Second Pre-Funded Warrant, the Third Pre-Funded Warrant, the Fourth Pre-Funded Warrant, the Fifth Pre-Funded Warrant, and the Sixth Pre-Funded Warrant (collectively, 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.
The foregoing description of the Pre-Funded Warrants and the Iliad Royalty Interest Exchange Agreement, the Streeterville Royalty Interest Exchange Agreement, the Iliad Series L Exchange Agreement, the Streeterville Series L Exchange Agreement, the Iliad Series M Exchange Agreement, and Streeterville Series M Exchange Agreement (collectively, the “Exchange Agreements”) does not purport to be complete and is subject to, and qualified in its entirety by the form of the Pre-Funded Warrants and the Exchange Agreements, copies of which are attached as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The Pre-Funded Warrants were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Jaguar Health, Inc |
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Date: |
January 23, 2026 |
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/s/ Lisa A. Conte |
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Lisa A. Conte |
Exhibit 4.1
PRE-FUNDED COMMON STOCK PURCHASE WARRANT
JAGUAR HEALTH, INC.
Warrant Shares: [_____] Initial Exercise Date: January 16, 2026
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______], or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jaguar Health, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Exchange Agreement (the “Exchange Agreement”), dated January 16, 2026, between the Company and Holder.
Section 2. Exercise.
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(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,” or within two (2) hours after the close of “regular trading hours” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
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(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
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Section 3. Certain Adjustments.
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Section 4. Transfer of Warrant.
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Section 5. Miscellaneous.
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
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(Signature Page Follows)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
Jaguar Health, Inc.
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By:__________________________________________ Name: Lisa Conte Title: Chief Executive Officer
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NOTICE OF EXERCISE
To: Jaguar Health, Inc.
[ ] in lawful money of the United States; or
[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
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The Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
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[SIGNATURE OF HOLDER]
Name of Investing Entity: ___________________________________________________
Signature of Authorized Signatory of Investing Entity: ______________________
Name of Authorized Signatory: ___________________________
Title of Authorized Signatory: _____________________________
Date: __________________________________________________________________
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
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Dated: _______________ __, ______ |
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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of January 16, 2026 (the “Effective Date”) by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Exchange shall occur with Lender surrendering the Partitioned Royalty to Borrower on the date hereof.
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power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder, (c) Lender has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this Agreement, (d) Lender is not currently an affiliate of the Borrower and has not been an affiliate of the Borrower for the prior three months, and (e) Lender, together with its affiliates, does not beneficially own more than 9.99% of the number of shares of common stock outstanding on the Effective Date. For purposes of Section 6(e), beneficial ownership of common stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.
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or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Agreement, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
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out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
JAGUAR HEALTH, INC.
By: /s/ Lisa Conte Lisa Conte, Chief Executive Officer
LENDER:
ILIAD RESEARCH AND TRADING, L.P.
By: Iliad Management, LLC, its General Partner By: Fife Trading, Inc., its Manager
By: /s/ John M. Fife John M. Fife, President
[Signature Page to Exchange Agreement]
EXHIBIT A
EXCHANGE WARRANT
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of January 16, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Exchange shall occur with Lender surrendering the Partitioned Royalty to Borrower on the date hereof.
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power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder, (c) Lender has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this Agreement, (d) Lender is not currently an affiliate of the Borrower and has not been an affiliate of the Borrower for the prior three months, and (e) Lender, together with its affiliates, does not beneficially own more than 9.99% of the number of shares of common stock outstanding on the Effective Date. For purposes of Section 6(e), beneficial ownership of common stock will be determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.
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or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Agreement, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.
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out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
JAGUAR HEALTH, INC.
By: /s/ Lisa Conte Lisa Conte, Chief Executive Officer
LENDER:
STREETERVILLE CAPITAL, LLC
By: /s/ John M. Fife John M. Fife, President
[Signature Page to Exchange Agreement]
EXHIBIT A
EXCHANGE WARRANT
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of January 16, 2026 (the “Effective Date”) by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
JAGUAR HEALTH, INC.
By: /s/ Lisa Conte Lisa Conte, Chief Executive Officer
LENDER:
ILIAD RESEARCH AND TRADING, L.P.
By: Iliad Management, LLC, its General Partner By: Fife Trading, Inc., its Manager
By: /s/ John M. Fife John M. Fife, President
[Signature Page to Exchange Agreement]
EXHIBIT A
EXCHANGE WARRANT
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of January 16, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
JAGUAR HEALTH, INC.
By: /s/ Lisa Conte Lisa Conte, Chief Executive Officer
LENDER:
STREETERVILLE CAPITAL, LLC
By: /s/ John M. Fife John M. Fife, President
[Signature Page to Exchange Agreement]
EXHIBIT A
EXCHANGE WARRANT
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of January 16, 2026 (the “Effective Date”) by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
JAGUAR HEALTH, INC.
By: /s/ Lisa Conte Lisa Conte, Chief Executive Officer
LENDER:
ILIAD RESEARCH AND TRADING, L.P.
By: Iliad Management, LLC, its General Partner By: Fife Trading, Inc., its Manager
By: /s/ John M. Fife John M. Fife, President
[Signature Page to Exchange Agreement]
EXHIBIT A
EXCHANGE WARRANT
THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE AGREEMENT
This Exchange Agreement (this “Agreement”) is entered into as of January 16, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
JAGUAR HEALTH, INC.
By: /s/ Lisa Conte Lisa Conte, Chief Executive Officer
LENDER:
STREETERVILLE CAPITAL, LLC
By: /s/ John M. Fife John M. Fife, President
[Signature Page to Exchange Agreement]
EXHIBIT A
EXCHANGE WARRANT