06/26/2025 | Press release | Distributed by Public on 06/26/2025 14:42
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $5.555 | 06/24/2025 | D | 9,000 | (1) | (1) | Common Stock | 9,000 | $50,000(1) | 0 | I | See footnote(3) | |||
| Convertible Promissory Note | $5.555 | 06/24/2025 | A | 9,462 | (1) | (1) | Common Stock | 9,462 | $50,000(1) | 9,462 | I | See footnote(3) | |||
| Warrant to Purchase Common Stock | $2.7 | 06/24/2025 | A | 18,262 | (2) | 12/24/2026 | Common Stock | 18,262 | (2) | 9,000 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Siegel Jonathan B. C/O JAGUAR HEALTH, INC. 200 PINE STREET, SUITE 400 SAN FRANCISCO, CA 94104 |
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| /s/ Jonathan B. Siegel | 06/26/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reporting person disposed of a 6% convertible promissory note maturing on 6/30/2025 (the "Original Note") that was originally issued to pursuant to a securities purchase agreement between Jaguar Health, Inc. (the "Company") and the reporting person dated March 26, 2025 in exchange for a new 6% convertible promissory note that matures on 1/30/2026 (the "New Note") in an issuer exchange offer. The New Note is convertible, at the reporting person's option, in part or in full, into an aggregate of 9,462 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at a conversion price of $5.555 per share. |
| (2) | As an inducement to enter into the issuer exchange offer, the reporting person received a warrant (the "Warrant") to purchase up to 18,262 shares of Common Stock with an exercise price of $2.70 per share. The Warrant is exercisable immediately upon receipt of stockholder approval and will expire on the earlier of (i) 18 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event. |
| (3) | Securities held directly by JBS Healthcare Ventures LLC. Mr. Siegel, by virtue of his position as the sole member of JBS Healthcare Ventures LLC, may be deemed to beneficially own the securities held by JBS Healthcare Ventures LLC for purposes of Section 16 |