Jaguar Health Inc美股招股说明书(2026-08-21版)

Resale of up to 40,874,552 Shares of Common Stock This prospectus relates to the potential resale from time to time by the selling stockholders identified herein (the “Selling Stockholders”) of up to40,874,552shares of voting common stock, par value $0.0001 per share, of Jaguar Health, Inc. (the “Company,” “we,” “our” or “us”). The shares of common stock towhich this prospectus consist of shares that have been or may be issued by us to the Selling Stockholders pursuant to a common stock purchase agreement, dated as ofJune9, 2026, by and between us and C/M Capital Master Fund, LP (“C/M Capital”), one of the Selling Stockholders (the “Purchase Agreement”), establishing an equityline of credit. Such shares of our common stock include (i)up to 40,000,000 shares of common stock, or the Purchase Shares, that we may elect, in our sole discretion,subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, to issue and sell to the Selling Stockholders, from time to time from and after theCommencement Date (as defined below) under the Purchase Agreement, and subject to applicable stock exchange rules, and (ii)up to 874,552shares of common stock(the “Commitment Shares”), of which 257,898 shares have been issued as of the date of this prospectus to the Selling Stockholders and 616,654 shares are issuable uponexercise of the pre-funded warrants to purchase common stock (the “Commitment Pre-Funded Warrants”) that have been issued to the Selling Stockholders, asconsideration for C/M Capital’s execution and delivery of the Purchase Agreement. The actual number of shares of our common stock issuable will vary depending on the then-current market price of shares of our common stock sold to the SellingStockholders under the Purchase Agreement, but will not exceed the number set forth in the preceding paragraphs unless we file an additional registration statementunder the Securities Act of 1933, as amended (“Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our common stock by the SellingStockholders. Additionally, we will not receive any proceeds from the issuance or sale of any Commitment Shares. However, we may receive up to $40million inaggregate gross proceeds from the sale of the shares of common stock to the Selling Stockholder under the Purchase Agreement, from time to time in our 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 declaredeffective and after satisfaction of other conditions in the Purchase Agreement. The actual proceeds from the Selling Stockholders may be less than this amount dependingon the number of shares of our common stock sold and the price at which the shares of our common stock are sold. The Selling Stockholders may offer, sell or distribute all or a portion of the shares of our common stock acquired under the Purchase Agreement and herebyregistered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with theregistration of the shares of our common stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear allcommissions and discounts, if any, attributable to its sale of shares of our common stock. See “Plan of Distribution” for more information about how the SellingStockholders may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus. Each of the Selling Stockholders is anunderwriter under the Securities Act with respect to the resale of shares held by it. You should read this prospectus and any prospectus supplement or amendment, together with additional information described under the headings “Where YouCan Find More Information”, carefully before you invest in our securities. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “JAGX.” On August14, 2026, the last reported sales price of ourcommon stock on Nasdaq was $0.92 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 13 of this prospectus, and under similar headings in any amendment orsupplement to this prospectus or in any other documents incorporated by reference into this prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED ORDISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATIONTO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is August 14, 2026. Table of Contents TABLE OF CONTENTSABOUT THIS PROSPECTUSCAUTIONARY STATEME