捷豹健康公司美股招股说明书(2025-11-25版)

161,583 Shares of Common Stock 479,442 Shares of Common Stock Issuable Upon the Exercise of Outstanding Pre-Funded Warrant This prospectus relates to the resale of up to 2,621,852 shares of Jaguar Health, Inc. (the “Company,” “we,” “our” or “us”) voting common stock, par value $0.0001 per share (the“Common Stock”), by the Selling Stockholders listed in this prospectus (the “Selling Stockholders”). The shares of Common Stock registered for resale pursuant to this prospectus consist of(i)up to 1,980,827 shares of Common Stock (the “Exchange Shares”) issuable upon the exchange of 950.8 outstanding shares of Series N Perpetual Preferred Stock, par value $0.0001 pershare, of the Company (“Series N Preferred Stock”) issued to certain of the Selling Stockholders (the “Series N Selling Stockholders”), pursuant to certain securities purchase agreements(each a “Series N Purchase Agreement” and collectively, the “Series N Purchase Agreements”) dated as of September9, 2025, by and among the Company and the Series N SellingStockholders, in a private placement offering (the “Series N Private Placement”) that closed on September10, 2025, and (ii) (A) 161,583 shares of Common Stock (the “New PIPE Shares”)and (B)up to 479,442 shares of Common Stock (the “PFW Shares”) issuable upon the exercise of that certain pre-funded warrant to purchase Common Stock (the “Pre-Funded Warrant”), For additional information about the Series N Private Placement and the New Private Placement, see “Private Placement.” Subject to the terms of the Series N Preferred Stock set forth in that certain Certificate of Designation of Preferences, Rights and Limitations of Series N Perpetual Preferred Stock (the“Certificate of Designation”) filed with the Secretary of State of the State of Delaware and effective on September9, 2025, the Company has the right to exchange, at any time after theStockholder Approval (as defined hereunder) is obtained and from time to time and at its sole discretion, part or all of the then outstanding shares of Series N Preferred Stock held by anyholder thereof for shares of Common Stock (the “Mandatory Exchange Shares”) at an exchange ratio equal to (i)the $2,500 stated value of each share of Series N Preferred Stock (the “StatedValue”) divided by (ii)the exchange price, which, for each share of Series N Preferred Stock shall be, unless otherwise provided in the Certificate of Designation, equal to $1.20, subject toadjustments (the “Exchange Price”) (the “Mandatory Exchange”). Notwithstanding the foregoing, the Company will not have the right to consummate a Mandatory Exchange if: (a)the In addition, at any time and from time to time after the date that Stockholder Approval is obtained, the Company and any holder of the shares of Series N Preferred Stock maymutually agree to exchange part or all of the then outstanding shares of Series N Preferred Stock held by such holder for shares of Common Stock (the “Mutual Exchange Shares”) pursuant toSection3(a)(9) of the Securities Act of 1933, as amended, (the “Securities Act”) at a price per share equal to the Minimum Price (which is defined as the lower of: (i)the Nasdaq officialclosing price (as reflected on Nasdaq.com) immediately preceding a given date or (ii)the average Nasdaq official closing price (as reflected on Nasdaq.com) for the five (5)trading days The exercise price of the Pre-Funded Warrant is $0.0001 per share of Common Stock, subject to adjustment thereunder. The Pre-Funded Warrant is exercisable, in whole or in part, atany time after the closing of the New Private Placement. The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in their shares of Common Stock on anystock exchange, market or trading facility on which the shares of Common Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices atthe time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus for moreinformation. We will not receive any proceeds from the resale or other disposition of the shares of Common Stock by the Selling Stockholders. See “Use of Proceeds” beginning on page 22 Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “JAGX.” On November 25, 2025, the last reported sale price of our Common Stock onNasdaq was $1.24. You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can FindMore Information,” carefully before you invest in any of our securities. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should considercarefully the risks and uncertainties described in the section captioned “Risk Facto