Jaguar Health Inc美股招股说明书(2025-05-22版)

JAGUAR HEALTH,INC. 246,306Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 246,306shares of our voting common stock, $0.0001 par value per share (“CommonStock”), at an offering price of $6.09 per share of Common Stock, to certain institutional investors pursuant to a securities purchase agreement with such investors. In a concurrent private placement (the “Private Placement”), we are also selling to the purchasers common stock warrants (the “Unregistered Warrants”) to purchase up to492,612shares (the “Unregistered Warrant Shares”) of our Common Stock. The Unregistered Warrants and Unregistered Warrant Shares (collectively, the “UnregisteredSecurities”) are not being registered under theSecurities Act of 1933, as amended (the “Securities Act”), and are not offered pursuant to this prospectus supplement and theaccompanying prospectus. The Unregistered Securities are being offered pursuant to an exemption from the registration requirements of theSecurities Actprovided in Section4(a)(2) of the Securities Act and Regulation Dpromulgated thereunder. The Unregistered Warrants have an exercise price of $5.84 per Unregistered Warrant Share and will expire onthe earlier of (i)the 24-month anniversary of the date of issuance, (ii)the consummation of a fundamental transaction and (iii)the consummation of a liquidation event. We refer to the shares of Common Stock to be issued in this offering sometimes as the “Securities.” Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “JAGX”. The last reported sale price of our Common Stock on Nasdaq on May20, 2025was $5.84 per share. We have engaged H.C. Wainwright& Co., LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering. The placement agent has agreedto use their reasonable best efforts to place the securities offered by this prospectus supplement. We have agreed to pay the placement agent the placement agent fees set forth in thetable below. The placement agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement. The securities will be sold directly to thepurchasers pursuant to the securities purchase agreement. See “Plan of Distribution” in this prospectus supplement for more information. Offering pricePlacement agent fees Proceeds to us (before expenses)(2) (1)We have agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds raised in this offering. We also have agreed to reimburse the placement agent forcertain of its offering-related expenses. In addition, we have agreed to issue the placement agent or its designees unregistered warrants to purchase up to 14,778shares ofCommon Stock at an exercise price of $7.6125 per share. We refer to these warrants in this prospectus supplement as the “Placement Agent Warrants.” See “Plan ofDistribution” for a complete description of the compensation to be received by the placement agent.(2)The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Unregistered Warrants or Placement Agent Warrants. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-14of this prospectus supplementand on page 6 of the accompanying prospectus, as well as the documents incorporated by reference into this prospectussupplement and accompanying prospectus, to read about factors you should consider before investing in our securities. We anticipate that delivery of the shares of Common Stock against payment therefor will be made on or about May22, 2025, subject to satisfaction of customary closing Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. H.C. Wainwright& Co. The date of this prospectus supplement is May20, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDESCRIPTION OF SECURITIES WE ARE OFFERINGDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCE PROSPECTUSABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTS DESCRIPTION OF SUBSCRIPTION RIGHTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated May1, 2024 are part of a registration statement that we filed with the Securitiesand Exchange Commission (the “SEC”) using a “shelf” registration process. This prospectus supplement