Material Agreement, Private Placement, Amendments to Bylaws (Form 8-K)

PIPE Financing

On or around September 9, 2025, Jaguar Health, Inc. (the "Company") entered into securities purchase agreements (each a "PIPE Purchase Agreement" and collectively, the "PIPE Purchase Agreements") with certain investors named therein (collectively, the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement an aggregate of approximately 951 shares (the "Preferred Shares") of Series N Perpetual Preferred Stock, par value $0.0001 per share, of the Company ("Series N Preferred Stock"), for an aggregate purchase price of approximately $2.38 million (the "Private Placement"). The Private Placement closed on September 10, 2025, subject to customary closing conditions as set forth in the PIPE Purchase Agreements. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes, and repayment of certain existing notes.

Subject to the terms of the Series N Preferred Stock set forth in Item 3.02 below, following the Stockholder Approval (as defined hereunder), each share of Series N Preferred Stock is exchangeable for shares of Common Stock. The terms of the Series N Preferred Stock are set forth in a 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 Delaware and effective on September 9, 2025. A description of the terms of the Series N Preferred Stock is included under Item 5.03 of this Current Report and is incorporated herein by reference.

Under the PIPE Purchase Agreements, the Company is required to use commercially reasonable efforts to hold a meeting of stockholders at the earliest practical date, but in no event later than 90 days after the closing of the Private Placement, for the purpose of obtaining the Stockholder Approval. If the Company does not obtain the Stockholder Approval at the first meeting, upon the written request of holders of the Preferred Shares representing at least a majority of the amount of the outstanding Preferred Shares, the Company shall use commercially reasonable efforts to call another meeting of stockholders within four months of the first meeting of stockholders.

The PIPE Purchase Agreements include representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to file a registration statement on Form S-3with the U.S. Securities and Exchange Commission (the "SEC") within 30 days following the closing of the Private Placement, to register the resale of (i) shares of the Common Stock issued or issuable by the Company upon exchange of the Preferred Shares (the "Exchange Shares" and, together with the Preferred Shares, collectively the "PIPE Shares"), and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to the securities referenced in (i). The PIPE Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended ("Securities Act"), and Rule 506 of Regulation D promulgated thereunder.

The foregoing summary of the PIPE Purchase Agreements does not purport to be complete and is subject to, and qualified in its entirety by the form of PIPE Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

Neither the disclosures on this Form 8-Knor the attached press releases shall constitute an offer to sell or the solicitation of an offer to buy the securities described herein or therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The shares of Series N Preferred Stock were offered and sold in reliance upon exemptions from registration pursuant to 4(a)(2) under the Securities Act, and Rule 506 of Regulation D promulgated thereunder. The offering was made to "accredited investors" (as defined by Rule 501 under the Securities Act).

Series N Certificate of Designation

As disclosed under Items 1.01 and 3.02 above, in connection with the Private Placement, the Company agreed to issue shares of Series N Preferred Stock to the Purchasers. The preferences, rights, limitations and other matters relating to the Series N Preferred Stock are set forth in the Certificate of Designation, which the Company filed with the Secretary of State of the State of Delaware on September 9, 2025. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing.

The Certificate of Designation authorizes the Company to issue up to 2,000 of its 4,475,074 authorized shares of preferred stock as Series N Preferred Stock.

Dividends

Holders of shares of Series N Preferred Stock (the "Holders") will not be entitled to receive any dividends on shares of Series N Preferred Stock.

Voting Rights

The Series N Preferred Stock shall vote together with shares of Common Stock on an as-convertedbasis from time to time, and not as a separate class, at any annual or special meeting of stockholders of the Company, and may act by written consent in the same manner as holders of shares of the Common Stock, in either case upon the following basis: each share of the Series N Preferred Stock shall be entitled to such number of votes equal to the quotient obtained by dividing (i) the $2,500 stated value of each share of Series N Preferred Stock (the "Stated Value") by (ii) the Minimum Price (which is defined as the lower of: (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding a given date or (ii) the average Nasdaq official closing price of the Common Stock (as reflected on Nasdaq.com) for the five (5) trading days immediately preceding such given date) of the Common Stock on the date of the PIPE Purchase Agreements. In addition, as long as any shares of Series N Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series N Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series N Preferred Stock or alter or amend the Certificate of Designation or (b) enter into any agreement with respect to any of the foregoing.

Notwithstanding the foregoing, in no event shall a Holder (together with such Holder's Affiliates and Attribution Parties (both terms as defined in the Certificate of Designation)) be entitled to vote, on an as-convertedbasis and in aggregate with respect to any shares of Common Stock and preferred stock of the Company beneficially owned by such Holder or any Affiliates or Attribution Parties of such Holder, more than 19.99% of the Company's outstanding shares of Common Stock as of the applicable record date (the "Voting Cap"). The Voting Cap shall be appropriately adjusted for any stock splits, reverse stock splits, stock dividends, reclassifications, reorganization, recapitalizations or other similar transaction.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event (as defined below), each share of Series N Preferred Stock shall be entitled to be paid, out of the assets of the Company available for distribution to its stockholders, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock (as defined in the Certificate of Designation) and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series N Preferred Stock upon any such Liquidation Event and the rights of the Company's depositors and other creditors, an amount per share of Series N Preferred Stock equal to the Stated Value at such time (as applicable, the "Liquidation Amount"). If upon any such liquidation, dissolution or winding up of the Company (other than a Chapter 7 bankruptcy) or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the Liquidation Amount, the Holders of shares of Series N

Preferred Stock and the holders of all Parity Stock (as defined in the Certificate of Designation) shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Following the payment of the Liquidation Amount, if there are any remaining assets of the Company available for distribution to its stockholders, the Series N Preferred Stock shall not participate in such distributions. Notwithstanding the foregoing, if in the event of a dissolution or winding up of the Company in connection with a Chapter 7 bankruptcy, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the Liquidation Amount, the Holders with respect to their shares of Series N Preferred Stock shall be entitled to receive out of such assets the same amount that each share of the Common Stock would receive as if each outstanding share of Series N Preferred Stock were, immediately prior to the applicable record date, fully converted (disregarding solely for such purposes any conversion or exchange limitations hereunder) to shares of Common Stock by dividing (i) Liquidation Amount 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 to adjustments), which amounts shall be paid pari passu with all holders of Common Stock.

Each of the following events shall be considered a "Deemed Liquidation Event": (a) (A) a merger or consolidation in which the Company is a constituent party and in which the stockholders of the Company immediately prior to such merger or consolidation do not continue to hold a majority of the voting power of the Company or any successor entity following such merger or consolidation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. The Company shall not have the power to effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction (the "Merger Agreement') provides that the consideration payable to the Series N Preferred Stock shall be allocated in accordance with the Certificate of Designation.

Conversion Rights

Series N Preferred Stock shall not be convertible into Common Stock or any other security of the Company and does not otherwise have any conversion rights.

Company Mandatory Exchange Rights

The Company has the right to exchange, at any time after the Stockholder Approval 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 any holder thereof for shares of Common Stock (the "Mandatory Exchange Shares") at an exchange ratio equal to the Stated Value divided by the Exchange Price. Notwithstanding the foregoing, the Company will not have the right to consummate a Mandatory Exchange if: (a) the Stockholder Approval is not obtained, (b) the issuance of such Exchange Shares would cause such holder, together with its Affiliates, to beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding on the date of issuance (including for such purpose the shares of Common Stock issuable upon such issuance) immediately after giving effect to the issuance of the Mandatory Exchange Shares; (c) any of the Mandatory Exchange Conditions (as defined below) has not been satisfied as of the applicable Exchange Date. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cashdividend, stock split, reverse stock split or other similar transaction. Following delivery of an Exchange Notice (as defined in the Certificate of Designation), the Company may not deliver another Exchange Notice to a Holder for at least three (3) Trading Days.

"Exchange Conditions" mean: (a) with respect to the applicable Exchange Date, all of the Exchange Shares would be (i) registered for trading under applicable federal and state securities laws, (ii) freely tradable under Rule 144, or (iii) otherwise freely tradable without the need for registration under any applicable federal or state securities laws; (b) the applicable Mandatory Exchange Shares would be eligible for immediate resale by the holder; (c) no Event of Default (as defined below) shall have occurred under the Certificate of Designation; and (e) the closing price of the Common Stock on the Trading Day immediately prior to the applicable Exchange Date is equal to or greater than the Exchange Price.

Mutual Exchange Right

At any time and from time to time after the date that Stockholder Approval is obtained, the Company and any Holder may mutually 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 to Section 3(a)(9) of the Securities Act at a price per share equal to the Minimum Price of the Common Stock as of the date of the agreement for such exchange.

Covenants

Until such time as no shares of Series N Stock remain outstanding, the Company, and as applicable, its Subsidiaries, will at all times comply with the following covenants: (a) the Company will timely file on the applicable deadline all reports required to be filed with the Securities and Exchange Commission (the "Commission") pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144 of the Securities Act, is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination; (b) the Company will cause the Common Stock to be listed or quoted for trading on any of NYSE, NYSE American, Nasdaq, CBOE, OTCQB or OTCQX until a Fundamental Transaction (as defined below); (c) the Company shall ensure that, until a Fundamental Transaction, trading in the Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on the Company's principal trading market for a period of more than five (5) consecutive Trading Days; (d) the Company shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits the Company from issuing Equity Securities to any Holder or any Affiliate of such Holder.

The covenants set forth in sub-section(d) will also apply to all Subsidiaries.

"Fundamental Transaction" means: (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (as defined in the Certificate of Designation) other than any subsidiary or any Affiliate of the Company, whereby the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), (vi) the sale or spin-offof any Subsidiaries, and (vii) a Deemed Liquidation Event. For the avoidance of doubt, any license agreement entered into in the ordinary course of business by the Company or any Subsidiary will not be considered a Fundamental Transaction.

Covenant Default

The Required Holders may elect to declare an "Event of Default" if any of the following conditions or events shall occur and be continuing: (a) the Company or any Subsidiary fails to fully comply with any covenant, obligation or agreement of the Company or any Subsidiary in the Certificate of Designation, and such failure, if known to the Required Holders and reasonably possible of cure, is not cured within thirty (30) calendar days following notice to cure from the Required Holders; (b) the Company fails to pay any amount due and payable to the Holders pursuant to and as required by the Certificate of Designation, and such failure, if known to the Holders and reasonably possible of cure, is not cured within five (5) Trading Days following notice of notice to cure from the Required Holders; (c) the Company shall (1) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator; (2) make a general assignment for the benefit of the Company's creditors; or (3) commence a voluntary case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute; or (d) a proceeding or case shall be commenced, without the application or consent of the Company, in any court of competent jurisdiction, seeking (1) liquidation, reorganization or other relief with respect to it or its assets or the composition or readjustment of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial part of its assets, and, in each case, such proceedings or case shall remain uncontested for 30 days or shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, if in the United States, or 90 days, if outside of the United States; or an order for relief against the Company shall be entered in an involuntary case under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar Law of any jurisdiction.

If an Event of Default has occurred (i) the Required Holders may, by notice to the Company (the "Notice of the Forced Redemption"), force the Company to redeem all of the issued and outstanding shares of Series N Preferred Stock then held by the Holders for a price equal to (1) the Stated Value of all such shares of Series N Preferred Stock, with such Stated Value to be paid in such number of shares of Common Stock equal to the quotient obtained by dividing the Stated Value by the Exchange Price; plus (2) any and all other amounts (the "Other Amounts") due and payable to the Holders pursuant to the Certificate of Designation, with such Other Amounts to be paid in such number of shares of Common Stock equal to the quotient obtained by dividing the Other Amounts by the Exchange Price (with the shares of Common Stock issuable pursuant to aforementioned sub-sections(1) and (2), collectively, the "Forced Redemption Shares"); (ii) the Holders shall have the right to pursue any other remedies that the Required Holders may have under applicable law and/or in equity; and (iii) the Holders shall have the right to seek and receive injunctive relief from a court prohibiting the Company from issuing any of its Common Stock or Preferred Stock to any party unless the all shares of Series N Preferred Stock owned by the Holders are redeemed in full simultaneously with such issuance. Notwithstanding the foregoing, Holder will not have the right to force the Corporation to redeem any shares of Series N Preferred Stock and issue any Forced Redemption Shares if: (a) the Stockholder Approval is not obtained; or (b) the issuance of such Forced Redemption Shares would cause such Holder, together with its Affiliates, to beneficially own in excess of the Maximum Percentage immediately after giving effect to the issuance of the Forced Redemption Shares. For the avoidance of doubt, any Forced Redemption Shares that would cause the Holder to exceed the Maximum Percentage shall be held in abeyance and shall not be issued until such time, if ever, as the Holder's right to receive such shares would not result in a violation of the Maximum Percentage.

In the event that any Holder incurs expenses in the enforcement of its rights, including but not limited to reasonable attorneys' fees, then the Company shall immediately reimburse such Holder the reasonable costs thereof.

Trading Market

There is no established trading market for any of the Series N Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series N Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series N Preferred Stock will be limited.

Maximum Percentage

In no event may shares of Common Stock be issued to any Holder that would cause such Holder's beneficial ownership to exceed the Maximum Percentage, which is 19.99% of the number of shares of Common Stock outstanding on a given date (including for such purpose the shares of Common Stock issuable upon such issuance).

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.