10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

001-36714

JAGUAR HEALTH, INC.

(Exact name of registrant as specified in its charter)


Delaware		46-2956775
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Pine Street, Suite 400

San Francisco, California 94104

(Address of principal executive offices)

(415) 371-8300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	JAGX	The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of June 30, 2024, the aggregate market value of the registrant’s common stock held by

non-affiliates

was approximately $28 million based upon the closing sales price of the registrant’s common stock on The Nasdaq Capital Market on such date.

The number of shares of the registrant’s common stock outstanding as of March 31, 2025, was 674,043 shares of voting common stock and no shares of

non-voting

common stock, par value $0.0001 per share were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Jaguar Health, Inc.

Index


		Page
Explanatory Note

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		1

Item 11.	Executive Compensation		7

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		20

Item 13.	Certain Relationships and Related Transactions, and Director Independence		25

Item 14.	Principal Accounting Fees and Services		28

PART IV

Item 15.	Exhibits, Financial Statement Schedules		29

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 10–K for the year ended December 31, 2024 of Jaguar Health, Inc. (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “Original Form 10–K”). The purpose of this Amendment is solely to amend Part III, Items 10 through 14 of the Original Form

10-K

to include information previously omitted from the Original Form

10-K

in reliance on General Instruction G(3) to Form

10-K

which permits the above-referenced Items to be incorporated in the Annual Report on Form

10-K

by reference from a definitive proxy statement, if such proxy statement is filed no later than 120 days after December 31, 2024. At this time, the Company is filing this Amendment to include Part III information in our Annual Report on Form

10-K

because we do not intend to file a definitive proxy statement within 120 days of December 31, 2024. Accordingly, Part III of the Original Form

10-K

is hereby amended and restated as set forth herein. The information included herein as required by Part III, Items 10 through 14 of Form

10-K

is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our annual meeting of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form

10-K.

The reference on the cover page of the Original Form

10-K

to the incorporation by reference of our definitive proxy statement into Part III of the Original Form

10-K

is hereby deleted.

Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form

10-K

and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10–K.

NOTE REGARDING COMPANY REFERENCES

Unless the context otherwise requires, the terms “Jaguar Health,” “Jaguar,” “the Company,” “we,” “us,” and “our” in this Amendment refer to Jaguar Health, Inc. and its consolidated subsidiaries.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the name, age (as of April 15, 2025) and position of each of our executives and directors.


Name	Age	Position(s) Held
Executives
Lisa Conte	66	Chief Executive Officer and President, Director (Class I)
Pravin Chaturvedi, PhD	62	Chief Scientific Officer; Chair of Scientific Advisory Board
Carol Lizak, MBA	61	Chief Financial Officer
Steve King, PhD	67	Chief Sustainable Supply, Ethnobotanical Research, and IP Officer
Jonathan Wolin, JD, MBA	63	Chief of Staff, Chief Compliance Officer, and General Counsel

Non-Executive Directors
James J. Bochnowski (1)(2)(3)	81	Chairman of the Board (Class I)
John Micek III (1)(3)	72	Director (Class II)
Jonathan B. Siegel (1)(2)	51	Director (Class I)
Anula Jayasuriya	68	Director (Class III)

(1)	Member of the audit committee.

(2)	Member of the compensation committee.

(3)	Member of the nominating committee.

Executive Team

Lisa A. Conte.

Ms. Conte has served as our President, Chief Executive Officer and a member of our board of directors since she founded the Company in June 2013. Ms. Conte also serves as the Chief Executive Officer and a member of the board of Napo since she founded Napo in November 2001 and is the Chairman of the board of our majority owned subsidiary Napo Therapeutics, S.p.A. (f/k/a Napo EU S.p.A.) (“Napo Therapeutics”) since its inception in March 2021. In 1989, Ms. Conte founded Shaman Pharmaceuticals, Inc., a natural product pharmaceutical company. Ms. Conte is also currently a member of the board of directors of Healing Forest Conservatory, a California

not-for-profit

public benefit corporation, and serves on the Editorial Advisory Board of Life Science Leader magazine and on the Leadership Council of Pure Earth. Ms. Conte holds an M.S. in Physiology and Pharmacology from the University of California, San Diego, and an M.B.A. and A.B. in Biochemistry from Dartmouth College.

We believe Ms. Conte is qualified to serve on our board of directors due to her extensive knowledge of our Company and experience with our product and product candidates, as well as her experience managing and raising capital for public and private companies.

Pravin Chaturvedi, Ph.D

Dr. Chaturvedi has served as our Chief Scientific Officer in addition to continuing his responsibilities as the Chair of the company’s Scientific Advisory Board (SAB) since March 1, 2022. He joined the Company in May 2017 as Chair of the SAB of Jaguar and Napo. Over his more-than-

30-year

career in the pharmaceutical industry, Dr. Chaturvedi has participated in the successful development and commercialization of multiple drugs in the therapeutic areas of epilepsy, HIV, hepatitis C, and gastrointestinal disorders. Dr. Chaturvedi served as the President and Chief Scientific Officer of Napo from 2006 to 2013 and remained a scientific adviser of Napo from 2013 through 2017. Dr. Chaturvedi has

co-founded

and led multiple biotech enterprises. From 2001 through 2004, he served as the President, Chief Executive Officer and Director of Scion Pharmaceuticals, Inc. He is the founder of IndUS Pharmaceuticals, where he has served as Chairman and Director since 2017, and held the same roles from 2005 through 2007 and from 2010 through 2015. IndUS Pharmaceuticals merged with Pivot Pharmaceuticals in 2015 and Dr. Chaturvedi served as the President and CEO of Pivot Pharmaceuticals from 2015 to 2017, prior to assuming his role as the Chair of the SAB for Napo and Jaguar. Dr. Chaturvedi also

co-founded

Oceanyx Pharmaceuticals, where he has served as Chief Executive Officer and Director since 2011, and he continues to serve on the boards of IndUS, Oceanyx, Enlivity and Cellanyx. He has been an adjunct faculty member at Georgetown University since 2013. Earlier in his career, from 1994 through 2001, Dr. Chaturvedi served in various roles as the head of lead evaluation at Vertex Pharmaceuticals, and from 1993 through 1994 he was in the preclinical group at Alkermes Inc. He started his career in the product development group at Parke-Davis/ Warner-Lambert Company (now Pfizer) in 1988, where he worked through 1993. Dr. Chaturvedi holds a Ph.D. in Pharmaceutical Sciences from West Virginia University and a Bachelor’s in Pharmacy from the University of Bombay. Dr. Chaturvedi received a lifetime achievement award in 2022 from the biotech industry.

Carol Lizak.

Ms. Lizak has served as our Chief Financial Officer since April 2021. She joined the Company in May 2019 as Vice President of Finance and Corporate Controller and was promoted to Chief Accounting Officer in August 2019 and Senior Vice-President of Finance and Chief Accounting Officer in March 2020. Prior to joining us, Ms. Lizak served as Senior Director and Corporate Controller of Zosano Pharma Corporation from November 2017 to January 2019, as Controller of Quantum Secure, Inc. from July 2016 to August 2017, and as Executive Director, Corporate Controller of Alexza Pharmaceuticals, Inc. from September 2014 to July 2016. Prior thereto, she spent nine years as Corporate Controller of a subsidiary of HID Global Corporation. Ms. Lizak holds an M.B.A from Pepperdine University, Graziadio School of Business and Management and a B.S. in Business Administration from the University of Santo Tomas.

Steve King, Ph.D.

Dr. King has served as our Executive Vice President of Sustainable Supply, Ethnobotanical Research and Intellectual Property since March 2012 and as our Secretary since September 2014. He was promoted to Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property in March 2020. From 2002 to 2012, Dr. King served as the Senior Vice President of Sustainable Supply, Ethnobotanical Research and Intellectual Property at our wholly-owned subsidiary, Napo Pharmaceuticals, Inc. Prior to that, Dr. King served as the Vice President of Ethnobotany and Conservation at Shaman Pharmaceuticals, Inc. Dr. King has been recognized by the International Natural Products and Conservation Community for the creation and dissemination of research on the long-term sustainable harvest and management of Croton lechleri, the widespread source of crofelemer. Dr. King is currently a member of the board of directors of Healing Forest Conservatory, a California

not-for-profit

public benefit corporation. Dr. King holds a Ph.D. in Biology from the Institute of Economic Botany of the New York Botanical Garden/City University of New York and an M.S. in Biology from the Institue of Economic Botany of the New York Botanical Garden/City University of New York.

Jonathan

Wolin.

Mr. Wolin has served as our Chief of Staff and General Counsel since September 4, 2019. He joined the Company in November 2018 as Chief Compliance Officer and Corporate Counsel of the Company and continues to serve as Chief Compliance Officer. Prior to joining the Company, Mr. Wolin served as an independent consultant advising clients on corporate compliance from June 2017 to November 2018, as Chief Administrative Officer of Braden Partners (d/b/a Pacific Pulmonary Services) from September 2016 to May 2017, as Chief Compliance Officer of Natera, Inc. from June 2015 to August 2016, and as Chief Compliance Officer of Braden Partners from September 2013 to May 2015. Mr. Wolin holds a J.D. from The Catholic University of America, Columbus School of Law, an M.B.A. from The George Washington University School of Business and a B.S. in Accounting from the University of Maryland.

Officers serve at the discretion of the board of directors. There are no family relationships among any of our executive officers or among any of our executive officers and our directors. There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.

Non-executive

directors

James J. Bochnowski

has served as a member of our board of directors since February 2014 and as Chairperson of our board since June 2014. He also serves as a member of the board of directors of our wholly-owned subsidiary, Napo Pharmaceuticals, Inc. (“Napo”), since February 2014. Since 1988, Mr. Bochnowski has served as the founder and Managing Member of Delphi Ventures, a venture capital firm. In 1980, Mr. Bochnowski

co-founded

Technology Venture Investors. Mr. Bochnowski holds an M.B.A. with distinction from Harvard University Graduate School of Business and a B.S. in Aeronautics and Astronautics from Massachusetts Institute of Technology.

We believe Mr. Bochnowski is qualified to serve on our board of directors due to his significant experience with venture capital backed healthcare companies and experience as both an executive officer and member of the board of directors of numerous companies.

John Micek III

has served as a member of our board of directors and the board of directors of Napo since April 2016 and a member of the board of directors of Napo Therapeutics since March 2021. From 2000 to 2010, Mr. Micek was managing director of Silicon Prairie Partners, LP, a Palo Alto, California based family-owned venture fund. Since 2010, Mr. Micek serves on the board of directors of Armanino Foods of Distinction. He was also a board member and the Chief Executive Officer and Chief Financial Officer of Enova Systems. From March 2014 to August 2015 he served as interim Chief Financial Officer for Smith Electric Vehicles, Inc. Mr. Micek is a cum laude graduate of Santa Clara University and the University of San Francisco School of Law where he was an Articles Editor of the Law Review. His CA law license where he specialized in financial services is currently inactive. Mr.Micek has served as an adjunct professor at the University of San Francisco, teaching Corporate Governance and Ethics at the graduate school of Economics course at the University of San Francisco.

We believe Mr. Micek is qualified to serve on our board of directors due to his many years of executive experience in management and on boards of director of other companies.

Jonathan B. Siegel

has served as a member of our board of directors since March 2018 and the board of directors of Napo since March 2018 and a member of the board of directors of Napo Therapeutics since March 2021. Mr. Siegel has served as the Chief Executive Officer of JBS Healthcare Ventures, which pursues investments in public and private healthcare entities, since he founded the company in 2017. In June 2021, he also assumed the role of CEO and Chairman of the board of OPY Acquisition Corp. I, a public Nasdaq-listed company until December 2023.

Mr. Siegel is also a Senior Strategic Advisor to astr partners since December 2024, a

Co-Founder

and Advisor to Incregen Therapeutics since 2023 and a Strategic Advisor to Ciba Health since December 2024. From 2011 until 2017, he was a partner and healthcare sector head at Kingdon Capital Management. Prior to joining Kingdon, Mr. Siegel was a healthcare portfolio manager at SAC Capital Advisors from 2005 until 2011; an associate director of pharmaceutical and specialty pharmaceutical research at Bear, Stearns & Co.; a pharmaceuticals research associate at Dresdner Kleinwort Wasserstein; and a consultant in the Life Sciences Division of Computer Sciences Corporation. Mr. Siegel worked as a research associate at the Novartis Center for Immunobiology at Harvard Medical School and as a research assistant at Tufts University School of Medicine.

He has served on the board of advisors of Vitalis LLC, a private pharmaceutical company, since 2019. Previously he served on the Board of Directors of

Sol-Gel

Technologies Ltd, a Nasdaq-listed company from 2018 to 2024,and the Board of Directors of Lumara Health. Mr. Siegel received a BS in Psychology from Tufts University in 1995 and an MBA from Columbia Business School in 1999.

We believe Mr. Siegel is qualified to serve on our board of directors due to his extensive experience in the pharmaceutical investment sector.

Anula Jayasuriya

has served as a member of our board of directors since July 2022. In 2023, Dr, Jayasuriya

co-founded

Kidron Capital, a venture capital fund focused on funding innovations in Women’s Health. Previously in 2013, Dr. Jayasuriya founded EXXclaim Capital, also focusing on Women’s Health. Since May 2021, she has served on the board of directors of Lineage Cell Therapeutics, Inc. (NYSE: LCTX). In 2006, she

co-founded

the Evolvence India Life Science Fund, managing the fund until July of 2017. From 2001 to 2002, Dr. Jayasuriya was a partner with Skyline Ventures in Palo Alto, and prior to that with the German/US venture capital firm TVM, in San Francisco. Her prior positions include VP, Business Development at Genomics Collaborative, Inc., from 1999 to 2000, VP, Global Drug Development at

Hoffman-La

Roche from 1994 to 1998 and Director, Outcomes Research at Syntex Laboratories. Dr. Jayasuriya received a B.A. from Harvard University summa cum laude, a M. Phil. in pharmacology from the University of Cambridge, an M.D. and Ph.D. (in Microbiology and Molecular Genetics) from Harvard Medical School and an M.B.A. with distinction from Harvard Business School.

We believe Dr. Jayasuriya is qualified to serve on our board of directors due to her extensive experience in healthcare investment and management.

There are no family relationships among any of our executive officers or among any of our executive officers and our directors. There is no arrangement or understanding between any director and any other person pursuant to which the director was selected.

Board of Directors

The Board of Directors oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board of Directors does not involve itself in the

day-to-day

operations of the Company. Our executive officers and management oversee the

day-to-day

operations. Our directors fulfill their duties and responsibilities by attending meetings of the Board of Directors, which are held from time to time.

Board Leadership Structure

The Bylaws and corporate governance guidelines provide our board of directors with flexibility in its discretion to combine or separate the positions of Chairperson of the board of directors and chief executive officer. As a general policy, our board of directors believes that separation of the positions of Chairperson and chief executive officer reinforces the independence of the board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the board of directors as a whole. We expect and intend the positions of Chairperson of the board and chief executive officer to be held by two individuals in the future.

Board of Directors Independence

Our Common Stock is listed on The Nasdaq Capital Market. Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating Committee must be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule

10A-3

under the Exchange Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the company’s board of directors, such person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule

10A-3,

a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, our board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors periodically undertakes a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that four of our five directors (i.e., Mr. Bochnowski, Mr. Micek, Mr. Siegel and Dr. Jayasuriya) do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq rules. Our board of directors also determined that Mr. Micek (chairperson), Mr. Bochnowski and Mr. Siegel, who comprise our Audit Committee, Mr. Bochnowski (chairperson) and Mr. Siegel, who comprise our Compensation Committee, and Mr. Bochnowski and Mr. Micek, who comprised our Nominating Committee, satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq rules and listing standards.

In making this determination, our board of directors considered the relationships that each

non-employee

director has with us and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each

non-employee

director.

Staggered board

In accordance with our Third Amended and Restated Certificate of Incorporation, as amended (the “COI”), and our Amended and Restated Bylaws, as amended (the “Bylaws”), our Board of Directors is divided into three classes of directors. At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2025 for Class I directors, 2026 for Class II directors and 2027 for Class III directors.

•

Our Class I directors are James J. Bochnowski, Lisa A. Conte, and Jonathan B. Siegel;

•

Our Class II director is John Micek III; and

•

Our Class III director is Anula Jayasuriya.

Our amended and restated COI and amended and restated Bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our Board of Directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

Committees of the Board of Directors

The Board of Directors has three committees: an audit committee, a compensation committee and a nominating committee. Continuing directors and our nominees for election as director are required to attend the annual meeting of stockholders, barring significant commitments or special circumstances, and are also required to participate in the meetings of committees on which they serve. The following table provides membership information for each committee as of March 31, 2025:


Name	Audit	Compensation	Nominating
Lisa A. Conte
James J. Bochnowski John Micek III Jonathan B. Siegel Anula Jayasuriya	✓ ✓ *† ✓	✓* ✓	✓ ✓

*	Committee Chairman

†	Financial Expert

Audit Committee

The members of our Audit Committee are Mr. Micek, Mr. Bochnowski, and Mr. Siegel. Mr. Micek is the chairperson of the Audit Committee. Our Audit Committee’s responsibilities include:

•

appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;

•

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•

monitoring our internal control over financial reporting, disclosure controls and procedures and code of conduct;

•

discussing our risk management policies;

•

establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

•

reviewing and approving or ratifying any related person transactions; and

•

preparing the Audit Committee report required by SEC rules.

All audit and

non-audit

services, other than de minimis

non-audit

services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

Our board of directors has determined that each of Mr. Micek, Mr. Bochnowski, and Mr. Siegel is an independent director under Nasdaq rules and under Rule

10A-3.

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.

Our board of directors has determined that Mr. Micek is an “audit committee financial expert,” as defined by applicable SEC rules, and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.

The Audit Committee held four meetings in 2024. The audit committee has adopted a written charter approved by our board of directors, which is available on our website at:

https://jaguarhealth.gcs-web.com/static-files/aeabd726-16c2-4219-a755-475e9c87b851.

Compensation Committee

The members of our Compensation Committee are Mr. Bochnowski and Mr. Siegel. Mr. Bochnowski is the chairperson of the Compensation Committee. Our Compensation Committee’s responsibilities include:

•

determining, or making recommendations to our board of directors with respect to, the compensation of our Chief Executive Officer;

•

determining, or making recommendations to our board of directors with respect to, the compensation of our other executive officers;

•

overseeing and administering our cash and equity incentive plans;

•

reviewing and making recommendations to our board of directors with respect to director compensation; and

•

preparing the Compensation Committee report and necessary disclosure in our annual proxy statement in accordance with applicable SEC rules.

To determine compensation, the Compensation Committee, with input from the Chief Executive Officer (who does not participate in the deliberations regarding her own compensation), reviews, at least annually, and makes recommendations to the board of directors about appropriate compensation levels for each executive officer of the Company. The Compensation Committee considers all factors it deems relevant in setting executive compensation.

Our board has determined that each of Mr. Bochnowski and Mr. Siegel is independent under the applicable Nasdaq rules and regulations, is a

“non-employee

director” as defined in Rule

16b-3

promulgated under the Exchange Act, and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.

The Compensation Committee held five meetings in 2024. All compensation-related matters were approved at the board of directors’ level. The Compensation Committee has adopted a written charter approved by the board of directors, which is available on our website at:

https://jaguarhealth.gcs-web.com/static-files/653862da-1aa9-4819-b559-5c5654189e80

. Under its charter, the Compensation Committee has the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set forth in its charter but only after taking into consideration factors relevant to the compensation consultant’s independence from management specified in Nasdaq Listing Rule 5605(d)(3)(D). The Compensation Committee currently has not retained or sought advice from a compensation consultant.

Nominating Committee

The members of our Nominating Committee are Mr. Bochnowski and Mr. Micek. Our Nominating Committee’s responsibilities include:

•

identifying individuals qualified to become members of our board of directors;

•

evaluating qualifications of directors;

•

recommending to our board of directors the persons to be nominated for election as directors and to each of the committees of our board of directors; and

•

overseeing an annual evaluation of our board of directors.

The Nominating Committee had no meeting in 2024. All nomination-related matters were approved at the board of directors’ level. The Nominating Committee has adopted a written charter approved by the board of directors, which is available on our website at:

https://jaguarhealth.gcs-web.com/static-files/02dfed04-9508-44cd-a96a-3215e565111c.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee has ever been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee or other board committee performing equivalent functions of any entity that has one or more of its executive officers serving on our board of directors or Compensation Committee.

Meetings and Attendance During 2024

The board of directors held

twenty-one

meetings in 2024. Each director who served as a director during 2024 participated in 75% or more of the meetings of the board of directors and of the committees on which he or she served, if any, during the year ended December 31, 2024 (during the period that such director served).

We do not have a written policy on director attendance at annual meetings of stockholders. We encourage, but do not require, our directors to attend the Annual Meeting. One director attended the 2024 Annual Meeting of Stockholders.

Risk Oversight

Our board of directors monitors our exposure to a variety of risks through our Audit Committee. Our Audit Committee charter gives the Audit Committee responsibilities and duties that include discussing with management and the independent auditors our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. Our Audit Committee is also responsible for monitoring and controlling exposure to cybersecurity risks and discussing such risks with management.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, and regulations of the SEC thereunder require our directors, officers and persons who own more than 10% of our Common Stock, as well as certain affiliates of such persons, to file initial reports of their ownership of our Common Stock and subsequent reports of changes in such ownership with the SEC. Directors, officers and persons owning more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports and amendments thereto received by us and written representations from these persons that no other reports were required, we believe that during the fiscal year ended December 31, 2024, our directors, officers and owners of more than 10% of our Common Stock complied with all applicable filing requirements, except that one Form 4 covering one transaction was filed late for each of Ms. Conte, Dr. King, Mr. Wolin and Dr. Chaturvedi and one Form 4 covering two transactions was filed late for Ms. Lizak.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our President and Chief Executive Officer, our Chief Financial Officer and other employees who perform financial or accounting functions. The Code of Business Conduct and Ethics sets forth the basic principles that guide the business conduct of our employees. A current copy of the code is on our website at

https://jaguarhealth.gcs-web.com/corporate-governance.

We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions on our website to the extent required by applicable rules and exchange requirements. The inclusion of our website address in this proxy statement does not incorporate by reference the information on or accessible through our website into this proxy statement.

Insider Trading Policy and Procedures

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees and other covered persons. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Stockholder Communications with the Board of Directors

Stockholders may contact an individual director or the board of directors as a group, or a specified board committee or group, including the

non-employee

directors as a group, by the following means:

Mail:

Attn: Board of Directors

Jaguar Health, Inc.

200 Pine Street, Suite 400

San Francisco, CA 94104

Email:

AskBoard@jaguar.health

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We also may refer communications to other departments within the Company. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests the Company’s general information.

Item 11. Executive Compensation

Compensation Overview

This compensation discussion, which should be read together with the compensation tables set forth below, provides information regarding our executive compensation program for our named executive officers for 2024, who were Lisa Conte, our current President and Chief Executive Officer, Pravin Chaturvedi, our Chief Scientific Officer and Chair of Scientific Advisory Board, Steven King, our Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property, and Jonathan Wolin our Chief of Staff, General Counsel, and Chief Compliance Officer. We refer to these four individuals as our named executive officers for 2024.

2024 Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal years indicated by our named executive officers.


	Year		Salary ($)		Bonus ($)		Option awards ($)		Stock awards ($)		All other compensation ($)(3)		Total ($)
Lisa A. Conte		2024		582,282		85,429		160,166		21,289		26,154		875,320
President & Chief Executive Officer		2023		576,374		—		—		205,190		34,290		815,854
		2022		566,205		160,140		—		327,403		33,658		1,087,406
Pravin Chaturvedi, Ph.D.		2024		470,271		70,235		47,771		6,349		52,001		646,627
Chief Scientific Officer		2023		465,500		—		—		109,222		52,412		627,134
		2022		387,917		80,560		—		101,613		39,721		609,811
Steven R. King, Ph.D.		2024		356,517		54,333		47,771		6,349		50,932		515,002
Chief, Sustainable Supply,		2023		352,900		—		—		85,139		53,496		491,535
Ethnobotanical Research & Intellectual Property		2022		342,650		96,385		—		71,386		49,705		560,126
Jonathan Wolin		2024		400,584		58,935		47,771		6,349		60,568		574,208
Chief of Staff, General Counsel &		2023		396,520		—		—		105,176		61,093		562,789
Chief Compliance Officer		2022		383,590		104,248		—		101,652		55,004		644,494

Footnotes to Summary Compensation Table

(1)

Assumptions used in calculating the value of option awards were described in Note 11 to the Financial Statements in our

Annual Report on

Form

10-K

for the

ear ended December

31, 2024

, incorporated herein by reference. The amounts reported for option awards were based on the aggregate grant date fair value computed in accordance with ASC topic 718. On June 3, 2019, the Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a

1-for-70

reverse split of the Company’s voting common stock, effective June 7, 2019 (the “2019 Reverse Stock Split”). On September 3, 2021, the Company filed the Certificate of Sixth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a

1-for-3

reverse split of the Company’s voting common stock, effective September 8, 2021 (the “2021 Reverse Stock Split”). On January 20, 2023, the Company filed the Certificate of Seventh Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a

1-for-75

reverse split of the Company’s voting common stock, effective January 23, 2023 (the “2023 Reverse Stock Split”). On May 23, 2024, the Company filed the Certificate of Eight Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a

1-for-60

reverse split of the Company’s voting common stock, effective May 23, 2024 (the “2024 Reverse Stock Split”). On March 16, 2025, the Company filed the Certificate of Ninth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a

1-for-25

reverse split of the Company’s voting common stock, effective March 24, 2025 (the “2025 Reverse Stock Split”). No fractional shares were issued, and cash was paid in lieu of any resulting fractional shares. The 2025 Reverse Stock Split , 2024 Reverse Stock Split, 2023 Reverse Stock Split, 2021 Reverse Stock Split and 2019 Reverse Stock Split have been retrospectively reflected in the following options held by each executive officer as of December 31, 2024:

Ms. Conte — On October 8, 2024, an aggregate 5,280 shares were granted to Ms. Conte at an exercise price of $32.25 per share. There were no options granted to Ms. Conte in fiscal years 2022 and 2023. An aggregate 1 shares were granted to Ms. Conte on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Ms. Conte and the Company mutually agreed to the surrender and cancellation of unvested stock options (the “Options”) granted on April 5, 2021 to purchase an aggregate of 1 share of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the options, the Company agreed to pay $300 to Ms. Conte.

Dr. Chaturvedi — On October 8, 2024, an aggregate 1,575 shares were granted to Mr. Chaturvedi at an exercise price of $32.25 per share. There were no options granted to Dr. Chaturvedi in fiscal years 2022 and 2023. An aggregate 0.53 shares were granted to Dr. Chaturvedi on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Dr. Chaturvedi and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 0.28 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the options, the Company agreed to pay $300 to Dr. Chaturvedi.

Dr. King — On October 8, 2024, an aggregate 1,575 shares were granted to Dr. King at an exercise price of $32.25 per share.There were no options granted to Dr. King in fiscal years 2022 and 2023. An aggregate 0.71 shares were granted to Dr. King on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Dr. King and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 0.37 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the options, the Company agreed to pay $300 to Dr. King.

Mr. Wolin — On October 8, 2024, an aggregate 1,575 shares were granted to Mr. Wolin at an exercise price of $32.25 per share. There were no options granted Mr. Wolin in fiscal years 2022 and 2023. An aggregate 0.35 shares were granted to Mr. Wolin on April 5, 2021 at an exercise price of $671,625 per share. On December 27, 2022, Mr. Wolin and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 0.19 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625 per share. In consideration for the cancellation of the Options, the Company agreed to pay $300 to Mr. Wolin.

All of the December 21, 2017 options grants vested in full as of March 31, 2018 if the option holder was an employee on that date. All of the March 12, 2018 options grants vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on March 12, 2021. All of the June 1, 2018 options grants vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on June 1, 2021. All of the July 24, 2019 option grants vest 1/36th per month over

thirty-six

months with additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The options will vest in full on July 24, 2022. All of the March 20, 2020 option grants vest 1/36th per month over

thirty-six

months with additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The options will vest in full on March 19, 2023. The options that were granted on April 5, 2021 vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on April 5, 2024, subject to continued service with us through each relevant vesting date. The options that were granted on October 28, 2024 vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on October 8, 2027, subject to continued service with us through each relevant vesting date.

(2)

Assumptions used in calculating the value of stock awards which is mainly restricted stock units were described in Note 11 to the Financial Statements in our

Annual Report on Form

10-K

for the

ear ended December

31, 2024

, incorporated herein by reference. The amounts reported for stock awards were based on the aggregate grant date fair value on the grant date computed in accordance with ASC topic 718. All of the restricted stock units granted on October 8, 2024 will vest on the first anniversary of the grant date. All of the restricted stock units granted on April 5, 2021 and March 28, 2022 have vested. The restricted stock units granted on August 14, 2023 will vest yearly for the next two years.

Ms. Conte — On October 8, 2024, Ms. Conte was granted 5,280 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Ms. Conte was granted 255 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Ms. Conte was granted 5 restricted stock units at a market price of $58,500.00 per share at the grant date. On April 5, 2021, Ms. Conte was granted 1 restricted stock unit at a market price of $672,000.00 per share at the grant date.

Dr. Chaturvedi — On October 8, 2024, Dr. Chaturvedi was granted 196 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Dr. Chaturvedi was granted 136 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Dr. Chaturvedi was granted 1 restricted stock unit at a market price of $58,500 per share at the grant date. On April 5, 2021, Dr. Chaturvedi was granted 0.24 restricted stock unit at a market price of $672,000.00 per share at the grant date

Dr. King — On October 8, 2024, Dr. King was granted 196 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Dr. King was granted 196 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Dr. King was granted 1 restricted stock unit at a market price of $58,500.00 per share at the grant date..

Mr. Wolin — On October 8, 2024, Mr. Wolin was granted 196 restricted stock units at a market price of $806.25 per share at the grant date. On August 14, 2023, Mr. Wolin was granted 131 restricted stock units at a market price of $795.00 per share at the grant date. On March 28, 2022, Mr. Wolin was granted 1 restricted stock unit at a market price of $58,500.00 per share at the grant date.

(3)	Amounts shown in this column reflect incremental health insurance premiums paid for such executive and their family members, if applicable.

Narrative to Summary Compensation Table

Base Salary

Effective May 1, 2018, the Compensation Committee increased Ms. Conte’s annual base salary from $440,000 to $500,000 and Dr. King’s annual base salary from $280,500 to $290,317, and on November 1, 2019, Dr. King’s annual base salary was increased from $290,317 to $300,000. Effective April 1, 2021, the Compensation Committee increased Ms. Conte’s annual base salary from $500,000 to $535,700 and Dr. King’s annual base salary from $300,000 to $311,900. Effective April 1, 2022, the Compensation Committee increased Ms. Conte’s annual base salary from $535,700 to $576,374 and Dr. King’s annual base salary from $311,900 to $352,900.

Dr. Chaturvedi was hired on March 1, 2022 with an annual base salary of $465,500. Prior to Dr. Chaturvedi’s full-time employment with the Company, he was a consultant to the Company and paid a monthly fee of $22,167. He was paid $265,000 in consulting fees during fiscal year 2021.

Mr. Wolin was hired on November 28, 2018 with an annual base salary of $260,000. On September 6, 2019, we entered into a promotion letter with Mr. Wolin, pursuant to which his base salary was increased to $280,800, effective September 1, 2019. His annual base salary was increased to $300,000 and $309,000 effective November 1, 2019 and April 1, 2020, respectively. Effective April 1, 2021, the Compensation Committee increased Mr. Wolin’s annual base salary from $309,000 to $344,800. Effective April 1, 2022, the Compensation Committee increased Mr. Wolin’s annual base salary from $344,800 to $396,520.

There were no salary increases for Ms. Conte, Dr. Chaturvedi, Dr. King, and Mr. Wolin during the fiscal year 2023.

Effective October 1, 2024, the Compensation Committee increased Ms. Conte’s annual base salary from $576,374 to $600,005. Effective October 1, 2024, the Compensation Committee increased Dr. King’s annual base salary from $352,900 to $367,369. Effective October 1, 2024, the Compensation Committee increased Dr. Chaturvedi’s annual base salary from $465,500 to $484,585. Effective October 1, 2024, the Compensation Committee increased Mr. Wolin’s annual base salary from $396,520 to $412,777.

Equity Compensation

Ms. Conte and Dr. King received stock option grants at the time they were hired by privately-held Jaguar Animal Health, Inc. Such options generally vest over time, with 25% of the options vesting after nine months of employment and monthly vesting thereafter with full vesting after three years. Mr. Wolin received stock option grants with a similar vesting schedule at the time they were hired by us. The board of directors periodically grants additional options to the current named executive officers that typically vest ratably over a three-year period. On December 27, 2022, the named executive officers of the Company (“NEOs”) and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 2 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $671,625.00 per share. In consideration for the cancellation of the Options, the Company agreed to pay $300 to each of the NEOs.

Two-thirds

of the restricted stock units granted on April 5, 2021 and March 28, 2022 were vested and exercised and added to the income of the NEOs, priced at the fair value on the date they vest.

All stock options and RSUs issued to our current named executive officers vest and become exercisable upon a change in control.

Employment Arrangements with Our Named Executive Officers

Lisa A. Conte

In March 2014, we entered into an offer letter with Ms. Conte to serve as our Chief Executive Officer, effective March 1, 2014, in an

at-will

capacity. Under this offer letter, Ms. Conte’s annual base salary is $400,000, she is eligible for an annual target bonus of 30% of her base salary. Effective June 15, 2015, our board of directors has reviewed the terms of Ms. Conte’s employment arrangement in connection with its annual compensation review and has adjusted Ms. Conte’s base salary to $440,000. Ms. Conte is entitled to participate in all employee benefit plans, including group health care plans and all fringe benefit plans. Effective May 1, 2018, the Compensation Committee adjusted Ms. Conte’s base salary to $500,000. Effective May 14, 2018, Ms. Conte was eligible for annual target bonus of 40% of her base salary. Effective April 1, 2021, the Compensation Committee adjusted Ms. Conte’s base salary to $535,700. Effective April 1, 2022, the Compensation Committee increased Ms. Conte’s annual base salary from $535,700 to $576,374. There were no salary increases for Ms. Conte during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Ms. Conte’s annual base salary from $576,374 to $600,005.

Pravin Chaturvedi, Ph.D.

In March 2022, we entered into an offer letter with Dr. Chaturvedi to serve as our Chief Scientific Officer, effective March 1, 2022, in an

at-will

capacity. Under the offer letter, Dr. Chaturvedi’s annual base salary is $465,500, he is eligible for an annual target bonus of 30% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. Prior to Dr. Chaturvedi’s full-time employment with the Company, he was a consultant to the Company and was paid a monthly fee of $22,167. There were no salary increases for Dr. Chaturvedi during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Dr. Chaturvedi’s annual base salary from $465,500 to $484,585.

Steven R. King, Ph.D.

In February 2014, we entered into an offer letter with Dr. King to serve as our Executive Vice President, Sustainable Supply, Ethnobotanical Research and Intellectual Property, effective March 1, 2014, in an

at-

will capacity. Under the offer letter, Dr. King’s annual base salary is $255,000, he is eligible for an annual target bonus of 30% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. Effective June 15, 2015, our board of directors has reviewed the terms of Dr. King’s employment arrangement in connection with its annual compensation review, and has adjusted Dr. King’s base salary to $280,500. Dr. King is entitled to participate in all employee benefit plans, including group health care plans and all fringe benefit plans. Effective May 14, 2018, Dr. King was eligible for annual target bonus of 40% of his base salary. His annual base salary was increased to $290,317, $300,000 and $311,900 effective May 1, 2018, November 1, 2019, and April 1, 2021, respectively. Effective April 1, 2022, the Compensation Committee increased Dr. King’s annual base salary from $311,900 to $352,900. There were no salary increases for Dr. King during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Dr. King’s annual base salary from $352,900 to $367,369.

Jonathan S. Wolin

In November 2018, we entered into an offer letter with Mr. Wolin to serve as our Chief Compliance Officer, effective November 28, 2018, in an at will capacity. Under the offer letter Mr. Wolin’s annual base salary is $260,000, he is eligible to receive an annual target bonus of 40% of his base salary, and he is eligible to participate in the employee benefit plans we offer to our other employees. On September 6, 2019, we entered into a promotion letter with Mr. Wolin, pursuant to which his base salary was increased to $280,800, effective September 1, 2019. His annual base salary was increased to $300,000, $309,000 and $344,800 effective November 1, 2019, April 1, 2020, and April 1, 2021, respectively. Effective April 1, 2022, the Compensation Committee increased Mr. Wolin’s annual base salary from $344,800 to $396,520. There were no salary increases for Mr. Wolin during the fiscal year 2023. Effective October 1, 2024, the Compensation Committee increased Mr. Wolin’s annual base salary from $396,520 to $412,777.

Severance Arrangements with our Executive Officers

In June 2020, the Company entered into certain agreements relating to the payment of severance and other benefits to certain executive officers of the Company (the “Severance Agreements”), including Ms. Conte, Dr. King, Ms. Lizak and Mr. Wolin. In March 2022, the Company entered into a severance agreement with Dr. Chaturvedi on terms that were substantially identical to the Severance Agreement. The Severance Agreements provide for compensation and benefits if the executive officer is subject to (a) a termination of employment by the Company without Cause (as defined in the Severance Agreements) (other than death or disability) or (b) a Good Reason Termination (as defined in the Severance Agreements), within three months following a change in control. The compensation and benefits payable to the executive officer pursuant to the Severance Agreements are as follows:

•

Severance payment in an amount equal to twelve months of the executive officer’s base salary, which amount will be payable, in the Company’s discretion, as a lump sum or in equal installments over twelve months (the “Severance Period”), consistent with the Company’s normal payroll practices.

•

Payment of premiums for any Consolidated Omnibus Budget Reconciliation Act continuation coverage under the Company’s group health plan for twelve months following the termination of employment.

•

All unvested stock options and restricted stock units will accelerate and become fully vested as of the date of termination of employment and the executive officer will be entitled to exercise any of his or her vested stock options until the

one-year

anniversary of the termination of employment.

Each of the executive officer’s rights to receive benefits under the Severance Agreements is contingent upon the executive officer’s execution of a release agreement.

Clawback Policy

The SEC adopted final rules in October 2022 to implement Section 954 of the Dodd-Frank Act, which mandates national securities exchanges and associations to establish listing standards requiring all listed companies to adopt and comply with compensation recovery (clawback) policies for incentive-based compensation received by current and former executive officers based on financial statements that are subsequently restated, and to disclose their clawback policies in accordance with SEC rules. On October 27, 2023, Nasdaq proposed its clawback listing standards that generally align with the SEC’s adopted clawback rules and require listed companies to file clawback-related disclosures in applicable SEC filings. In light of Nasdaq’s adoption of its clawback listing standards, we adopted our new Clawback Policy, which was filed as an exhibit to the Original Form

10-K,

that complies with the new SEC and Nasdaq listing standards, and provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the event the Company is required to issue restated consolidated financial statements with a qualifying accounting restatement.

Outstanding Equity Awards at 2024 Fiscal Year End

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2024:


	Options Vesting Commencement	Number of Securities Underlying Unexercised Options						Option		Stock Option expiration
	Date	Exercisable		Unexercisable				exercise price		date
Lisa A. Conte	9/22/2016		—		—	—	(1)	$	—	9/22/2026
	12/21/2017		—		—	—	(2)	$	—	12/21/2027
	3/12/2018		—		—	—	(3)	$	—	3/12/2028
	6/01/2018		—		—	—	(4)	$	—	6/01/2028
	7/24/2019		3		—	—	(6)	$	583,875.00	7/24/2029
	3/20/2020		—		—	—	(8)	$	—	3/20/2030
	4/05/2021		2		—	—	(9)	$	671,625.00	4/05/2031
	10/08/2024		293		4,987	—	(10)	$	32.25	4/08/2034
Pravin Chaturvedi, Ph.D.	7/24/2019		—		—	—	(6)	$	—	7/24/2020
	3/20/2020		—		—	—	(8)	$	—	3/20/2030
	4/5/2021		—		—	—	(9)	$	—	4/5/2031
	10/08/2024		87		1,488	—	(10)	$	87.00	4/08/2034
Steven R. King, Ph.D.	3/12/2018		—		—	—	(3)	$	132,300.00	3/12/2028
	6/01/2018		—		—	—	(4)	$	42,943.95	6/01/2028
	7/24/2019		—		—	—	(6)	$	583,875.00	7/24/2029
	3/20/2020		—		—	—	(8)	$	—	3/20/2030
	4/05/2021		—		—	—	(9)	$	—	4/05/2031
	10/08/2024		87		1,488	—	(10)	$	32.25	4/08/2034
Jonathan Wolin	11/28/2018		—		—	—	(6)	$	—	11/28/2028
	7/24/2019		—		—	—	(6)	$	—	7/24/2029
	9/5/2019		—		—	—	(7)	$	—	9/05/2029
	3/20/2020		—		—	—	(8)	$	—	3/20/2030
	4/5/2021		—		—	—	(9)	$	—	4/5/2031
	10/08/2024		87		1,488	—	(10)	$	32.25	4/08/2034

(1)

The options were granted on September 22, 2016 and vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on September 22, 2019, subject to continued service with us through each relevant vesting date.

(2)	The options were granted on December 21, 2017 and vest 100% on March 31, 2018 if the officer is an employee as of such date.

(3)	The options were granted on March 12, 2018 and vest 1/36th per month over thirty-six months such that the option is vested in full on March 12, 2021, subject to continued service with us through each relevant vesting date.

(4)	The options were granted on June 1, 2018 and vest 1/36th per month over thirty-six months such that the option is vested in full on June 12, 2021, subject to continued service with us through each relevant vesting date.

(5)	The options were granted November 28, 2018, 9/36ths of which vested nine months from date of hire, then 1/36th per month over the remaining twenty-seven months. The option will vest in full on November 29, 2021.

(6)	The options that were granted on July 24, 2019 vest 1/36th per month over thirty-six months with additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The option will vest in full on July 24, 2022.

(7)	The options that were granted on September 5, 2019 vest 1/36th per month over thirty-six months with additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The option will vest in full on September 5, 2023.

(8)	The options that were granted on March 20, 2020 vest 1/36th per month over thirty-six months with additional vesting credited to an employee at a rate of 1/36 for every year of service at time of grant. The option will vest in full on March 20, 2023.

(9)

The options that were granted on April 5, 2021 vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on April 5, 2024, subject to continued service with us through each relevant vesting date. On December 27, 2022, the executive officers and the Company mutually agreed to the surrender and cancellation of unvested options granted on April 5, 2021 to purchase an aggregate of 281 shares of the Company’s voting stock, par value, $0.0001 per share, at an exercise price of $447.75 per share. In consideration for the cancellation of the Options, the Company agreed to pay $300 to each executive officer.

(10)

The options that were granted on October 8, 2024, vest 1/36th per month beginning one month after grant, with the remainder vesting equally over the following 35 months such that the option is vested in full on October 8, 2027, subject to continued service with us through each relevant vesting date).

DIRECTOR COMPENSATION

2024 Director Compensation

The following table summarizes the total compensation earned in 2022, 2023, and 2024 for the Company’s

non-

management directors. Ms. Conte receives no additional compensation for her service as a director.


	Year		Fees Earned or Paid in Cash ($)		Option awards ($) (1)		Stock awards ($) (2)		Total ($)
James J. Bochnowski		2024		100,000		—		32,577		140,980
		2023		100,000		—		40,980		140,980
		2022		87,500		—		49,795		137,295
John Micek III		2024		65,000		—		30,244		101,677
		2023		65,000		—		36,677		101,677
		2022		56,875		—		44,543		101,418
Jonathan B. Siegel		2024		67,500		—		30,244		104,177
		2023		67,500		—		36,677		104,177
		2022		59,063		—		44,543		103,606
Anula Jayasuriya		2024		40,000		28,877		—		77,605
		2023		40,000		—		37,605		77,605
		2022		20,000		—		—		20,000

(1)

Assumptions used in calculating the value of option awards are described in Note 11 to the Financial Statements in our

Annual Report on

Form

10-K

for the

ear ended December

31, 2024

, incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC topic 718. On June 3, 2019, the Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a

1-for-70

1-for-3

1-for-75

1-for-60

1-for-25

The aggregate number of options held by each

non-management

director officer as of December 31, 2024 was as follows: Mr. Bochnowski was granted an aggregate of 928 options (0.56 options granted in fiscal year 2019, 0.08 options granted in fiscal year 2020, 0.20 options granted in fiscal year 2021, none in fiscal years 2022 and 2023, and 928 options granted in fiscal year 2024). Mr. Micek III was granted an aggregate of 1,060 options (0.36 options granted in fiscal year 2019, 0.04 options granted in fiscal year 2020, and 0.20 options granted in fiscal year 2021, none in fiscal years 2022 and 2023, and 1,060 options granted in fiscal year 2024). Mr. Siegel was granted an aggregate of 1,060 options (0.56 options granted in fiscal year 2019, 0.12 options granted in fiscal year 2020, and 0.50 options granted in fiscal year 2021, none in fiscal years 2022 and 2023, and 1,060 options granted in fiscal year 2024); Dr. Jayasuriya had no options granted in 2022 and 840 options granted in fiscal year 2024.

(2)

Assumptions used in calculating the value of stock awards which is mainly restricted stock units are described in Note 11 to the Financial Statements in our

Annual Report on Form

10-K

for the

ear ended December

31, 2024

, incorporated herein by reference. The amounts reported for stock awards are based on the aggregate grant date market value. The aggregate number of restricted stock units held by each

non-

management director officer as of December 31, 2024 was as follows: Mr. Bochnowski was granted 0.08 restricted stock units in May 2021, 0.84 restricted stock unit in March 2022, and 51 restricted stock units in August 2023; Mr. Micek III was granted 0.08 restricted stock units in May 2021, 0.76 restricted stock unit in March 2022, and 45 restricted stock units in August 2023; Mr. Siegel was granted 0.08 restricted stock unit in May 2021, 0.76 restricted stock unit in March 2022, and 45 restricted stock units in August 2023; and Dr. Jayasuriya was granted 1 restricted stock unit in April 2023 and 45 restricted stock units in August 2023.

PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation

S-K,

we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

Pay Versus Performance Table

The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for fiscal years 2021, 2022, 2023, and 2024. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.


Year	Summary Compensation Table Total for PEO ($) (1)(2)		Compensation Actually Paid to PEO ($) (1)(3)		Average Summary Compensation Table Total for Non- PEO Named Executive Officers ($) (1)(2)		Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1)(3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4)		Net Loss ($) (5)(6) (in thousands)
2024	$	875,320	$	814,693	$	578,612	$	552,364	$	0.01	$	(39.25	)
2023	$	815,854	$	611,189	$	560,486	$	472,646	$	0.08	$	(41.90	)
2022	$	1,087,406	$	491,160	$	592,096	$	442,188	$	3.55	$	(48.40	)
2021	$	3,059,658	$	1,356,572	$	929,294	$	598,918	$	42.54	$	(52.60	)

(1)

During fiscal years 2024, 2023, 2022 and 2021, the PEO was Lisa Conte. During fiscal years 2024 and 2023, the

non-PEO

NEOs were Dr. Chaturvedi, Dr. King, and Mr. Wolin. During fiscal year 2022, the

non-PEO

NEOs were Dr. Chaturvedi, Dr. King, Mr. Wolin, and Mr. Wendt. During fiscal year 2021, the

non-PEO

NEOs were Dr. King, Mr. Wolin, and Mr. Wendt.

(2)	The dollar amounts reported are the amounts of total compensation reported for Ms. Conte and the average total compensation reported for non- PEO NEOs for the applicable fiscal year in the “Total” column of the Summary Compensation Table (SCT).

(3)	The following table sets forth the adjustments made to the SCT total for 2024, 2023, 2022, and 2021 in the pay versus performance table to arrive at “compensation actually paid” to our PEO and non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K:


Fiscal Year 2024	PEO			Non-PEO NEOs
SCT Total	$	875,320		$	578,612
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT	$	181,455		$	54,120
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year	$	157,476		$	46,969
Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	(26,173	)	$	(12,665	)
Add: Fair value as of vest date of awards granted and vested in the fiscal year	$	6,838		$	2,039
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	(17,314	)	$	(8,471	)
Less: Forfeitures during fiscal year equal to prior fiscal year-end value	$	0		$	0
Total Adjustments	$	(60,627	)	$	(26,248	)
Compensation Actually Paid *	$	814,693		$	552,364

Fiscal Year 2023	PEO			Non-PEO NEOs
SCT Total	$	815,854		$	560,486
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT	$	205,190		$	99,846
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year	$	58,078		$	28,261
Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	(38,102	)	$	(10,841	)
Add: Fair value as of vest date of awards granted and vested in the fiscal year	$	0		$	0
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	(19,451	)	$	(5,414	)
Less: Forfeitures during fiscal year equal to prior fiscal year-end value	$	0		$	0
Total Adjustments	$	(204,665	)	$	(87,840	)
Compensation Actually Paid *	$	611,189		$	472,646

Fiscal Year 2022	PEO			Non-PEO NEOs
SCT Total	$	1,087,406		$	592,096
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT	$	327,403		$	97,811
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year	$	52,685		$	16,390
Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	(91,523	)	$	(18,798	)
Add: Fair value as of vest date of awards granted and vested in the fiscal year	$	0		$	0
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	(101,440	)	$	(23,499	)
Less: Forfeitures during fiscal year equal to prior fiscal year-end value	$	(128,565	)	$	(26,190	)
Total Adjustments	$	(596,246	)	$	(149,908	)
Compensation Actually Paid *	$	491,160		$	442,188


Fiscal Year 2021	PEO			Non-PEO NEOs
SCT Total	$	3,059,658		$	929,294
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT	$	2,314,061		$	456,327
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year	$	327,531		$	64,655
Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	(140,704	)	$	(37,996	)
Add: Fair value as of vest date of awards granted and vested in the fiscal year	$	182,253		$	35,997
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	241,894		$	63,295
Less: Forfeitures during fiscal year equal to prior fiscal year-end value	$	0		$	0
Total Adjustments	$	(1,703,086	)	$	(330,376	)
Compensation Actually Paid *	$	1,356,572		$	598,918

(4)

The amounts reported represent the measurement period value of an investment of $100 in our stock on December 31, 2020 (the last trading day before the 2021 fiscal year), and then valued again on each of December 31, 2021 (the last trading day of the 2021 fiscal year), December 30, 2022 (the last trading day of the 2022 fiscal year), December 29, 2023 (the last trading day of the 2023 fiscal year), and December 31, 2024 (the last trading day of the 2024 fiscal year), based on the closing price per share of the Company’s common stock as of such dates and assuming the reinvestment of dividends.

(5)	The amounts reported represent net income (loss) for the applicable fiscal year calculated in accordance with generally accepted accounting principles in the United States.

(6)	Net Loss: The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.

The valuation assumptions for stock option awards included in Compensation Actually Paid are: (i) the expected life of each stock option, which is determined using the “simplified method” and which takes into account the average of the remaining vesting period and remaining term as of the vest or fiscal year end date; (ii) the exercise price and the asset price, which are based on the closing price of our Common Stock traded on the Nasdaq on the vest and fiscal year end date, respectively; (iii) the risk-free rate, which is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest or fiscal year end date; (iv) historical volatility, which is based on the daily price history for our Common stock for each expected life period prior to each vest or fiscal year end date; and (v) the annual dividend yield, which for Jaguar Health was zero as we do not pay dividends.

Relationship Between CAP Amounts and Performance Measures

The following charts show graphically the relationships over the past three years of the CAP Amounts for the PEO and

non-PEO

NEOs as compared to our (i) cumulative total shareholder return and (ii) net income (loss).

While the Compensation Committee makes executive compensation decisions in consideration of a variety of factors, including corporate and individual performance, the decisions of the Compensation Committee and Board of Directors in 2021, 2022, 2023, and 2024 were made independently of these disclosure requirements.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of shares of our Common Stock as of April 10, 2025 for:

•

each person known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock;

•

each of our named executive officers;

•

each of our directors; and

•

all directors and named executive officers as a group.

Information with respect to beneficial ownership has been furnished by each director, executive officer or beneficial owner of more than 5% of our Common Stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to the securities. Except as otherwise provided by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options or warrants or convertible securities held by such persons that are currently exercisable or convertible or exercisable or convertible within 60 days of April 10, 2025, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage of beneficial ownership is based on (i) 674,005 shares of shares voting Common Stock after the effects of the reverse stock split effected as of April 10, 2025, (ii) 1,291,882 shares from warrant shares and note conversion shares (including the note interest shares), and (iii) no shares of

non-voting

common stock, par value $0.0001 per share were outstanding as of April 10, 2025.

Except as otherwise set forth below, the address of each beneficial owner listed in the table below is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, California 94104.


	Voting Common Stock
Name and address of beneficial owner	Number of Shares Beneficially Owned (1,2, & 3)		Percentage of Shares Beneficially Owned
5% Stockholders:
Streeterville Capital LLC. (4)		101,311		13.2	%
Named executive officers and directors:
Lisa A. Conte (5)		19,443		2.8	%
Pravin Chaturvedi, Ph.D. (6)		7,673		1.1	%
Steven R. King, Ph.D (7)		7,657		1.1	%
Jonathan S. Wolin (8)		18,551		2.7	%
James J. Bochnowski (9)		54,460		7.5	%
Jonathan B. Siegel (10)		18,180		2.6	%
John Micek III (11)		18,180		2.6	%
Anula Jayasuriya (12)		46		*
All current executive officers and directors as a group (9 persons) (13)		155,422		18.7	%

*	Less than 1%

(1)

Applicable percentages based on 674,005 shares of Common Stock outstanding as of April 10, 2025. Beneficial Ownership prior to this offering includes any share options either vested or which will vest within 60 days of the filing of this registration statement, and any common stock warrants exercisable within 60 days of the filing of this registration statement.

(2)	Consists of the conversion shares, common warrant shares and/or placement agent warrant shares (as the case may be).

(3)

Assumes full conversion of all notes (assuming no payment of the principal amounts or any accrued interest) and/or full exercise of all common warrants and/or placement agent warrants (as the case may be) and the resale or other disposition of all conversion shares, common warrant shares and/or placement agent warrant shares (as the case may be).

(4)

Includes (i) 10,300 shares of Common Stock held by Streeterville Capital, LLC (“Streeterville”), (ii) 45,844 shares of Common Stock issuable upon conversion of the Note held by Streeterville, convertible at a conversion price of $5.535 per share, and (iii) 45,167 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Streeterville, exercisable at an exercise price of $5.41 per share. The Note and Common Stock Warrant provide for limitations on conversion and exercise, respectively, such that the holder along with its affiliates may not beneficially own more than 9.99% of the shares of the Company’s Common Stock outstanding immediately after giving effect to such conversion and exercise, respectively. John M. Fife has voting and dispositive power over shares held by Streeterville. The address for Streeterville is 297 Auto Mall Drive #4, St. George, UT, 84770, USA.

(5)

Ms. Lisa Conte is the Chief Executive Officer and President of the Company and a member of the Company’s board of directors. Includes (i) 131 shares of Common Stock held by Ms. Conte, (ii) 1,177 shares of Common Stock issuable to Ms. Conte under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 9,135 shares of Common Stock issuable upon conversion of the Note held by Ms. Conte, convertible at a conversion price of $5.555 per share, and (iv) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Ms. Conte, exercisable at an exercise price of $5.43 per share. The address for Ms. Conte is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

(6)

Mr. Pravin Chaturvedi is the Chief Scientific Officer and the Chair of Scientific Advisory Board of the Company. Includes (i) 69 shares of Common Stock held by Mr. Chaturvedi, (ii) 350 shares of Common Stock issuable to Mr. Chaturvedi under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 3,654 shares of Common Stock issuable upon conversion of the Note held by Mr. Chaturvedi, convertible at a conversion price of $5.555 per share, and (iv) 3,600 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. Chaturvedi, exercisable at an exercise price of $5.43 per share. The address for Mr. Chaturvedi is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

(7)

Mr. Steven R. King is the Chief Sustainable Supply, Ethnobotanical Research, IP Officer and Secretary of the Company. Includes (i) 53 shares of Common Stock held by Mr. King, (ii) 350 shares of Common Stock issuable to Mr. King under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 3,654 shares of Common Stock issuable upon conversion of the Note held by Mr. King, convertible at a conversion price of $5.555 per share, and (iv) 3,600 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. King, exercisable at an exercise price of $5.43 per share. The address for Mr. King is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

(8)	Mr. Jonathan S. Wolin is the Chief of Staff, Chief Compliance Officer, and General Counsel of the Company. Includes (i) 66 shares of Common Stock held by Mr. Wolin, (ii) 350 shares of Common Stock issuable to Mr. Wolin under stock options that are exercisable or will become exercisable

in the 60 days subsequent to April 10, 2025, (iii) 9,135 shares of Common Stock issuable upon conversion of the Note held by Mr. Wolin, convertible at a conversion price of $5.555 per share, and (iv) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. Wolin, exercisable at an exercise price of $5.43 per share. The address for Mr. Wolin is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

(9)

Mr. James J. Bochnowski is a member of the Company’s board of directors. These securities are held by Bochnowski Family Trust (“Bochnowski Family Trust”) where Mr. Bochnowski is a

co-trustee

and beneficiary of such trust and shares voting and investment control over such shares with his spouse. Includes (i) 51 shares of Common Stock held by the Bochnowski Family Trust, (ii) 27,407 shares of Common Stock issuable upon conversion of the Note held by the Bochnowski Family Trust, convertible at a conversion price of $5.555 per share, and (iii) 27,002 shares of Common Stock issuable upon exercise a Common Stock Warrant held by the Bochnowski Family Trust, exercisable at an exercise price of $5.43 per share. The Note and Common Stock Warrant provide for limitations on conversion and exercise, respectively, such that the holder along with its affiliates may not beneficially own more than 4.99% of the shares of the Company’s Common Stock outstanding immediately after giving effect to such conversion and exercise, respectively. The address for Mr. Bochnowski is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

(10)

Mr. Jonathan B. Siegel is a member of the Company’s board of directors. These securities are held by JBS Healthcare Ventures LLC (“JBS”) where Mr. Siegel is the sole member. Includes (i) 45 shares of Common Stock held by JBS, (ii) 9,135 shares of Common Stock issuable upon conversion of the Note held by JBS, convertible at a conversion price of $5.555 per share, and (iii) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by JBS, exercisable at an exercise price of $5.43 per share. The address for Mr. Siegel is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

(11)

Mr. John Micek III is a member of the Company’s board of directors. Includes (i) 45 shares of Common Stock held by Mr. Micek, (ii) 9,135 shares of Common Stock issuable upon conversion of the Note held by Mr. Micek, convertible at a conversion price of $5.555 per share, and (iii) 9,000 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Mr. Micek, exercisable at an exercise price of $5.43 per share. The address for Mr. Micek is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

(12)	Represents (i) 46 shares of Common Stock and (ii) there are no shares of Common Stock issuable to Dr. Jayasuriya under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025.

(13)

See footnotes (5 - 13). The group also includes Carol Lizak. Ms. Carol Lizak is the Chief Financial Officer of the Company. Includes (i) 47 shares of Common Stock held by Ms. Lizak, (ii) 304 shares of Common Stock issuable to Ms. Lizak under stock options that are exercisable or will become exercisable in the 60 days subsequent to April 10, 2025, (iii) 5,481 shares of Common Stock issuable upon conversion of the Note held by Ms. Lizak, convertible at a conversion price of $5.555 per share, and (iv) 5,400 shares of Common Stock issuable upon exercise a Common Stock Warrant held by Ms. Lizak, exercisable at an exercise price of $5.43 per share. The address for Ms. Lizak is c/o Jaguar Health, Inc., 200 Pine Street, Suite 400, San Francisco, CA, 94104.

Equity Compensation Plan Information

The following table provides information as of December 31, 2024 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”) after adjustment due to the Reverse Stock Split effective in March 2025.


	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted Average exercise price of Outstanding options, warrants and rights($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1):		30,469	$	11.90		149	(2)
Equity compensation plans not approved by security holders (3):		0	$	0		17,546	(2)
Total		30,469	$	11.90		17,695

(1)	Consists of the 2014 Plan.

(2)	As of December 31, 2024, there were 17,546 shares available for grant under the 2014 Plan and 149 shares available for grants under the 2020 Inducement Award Plan.

(3)	Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

The following table provides information as of December 31, 2023 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”).


	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted Average exercise price of Outstanding options, warrants and rights($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1):		26,264	$	609.99		141,353	(2)
Equity compensation plans not approved by security holders (3):		1,512	$	346.17		484,829	(2)
Total		27,776	$	595.63		626,182

(1)	Consists of the 2014 Plan.

(2)	As of December 31, 2023, there were 141,353 shares available for grant under the 2014 Plan and 484,829 shares available for grants under the 2020 Inducement Award Plan.

(3)	Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

The following table provides information as of December 31, 2022 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”).


	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding stock awards (restricted stock units)		Weighted Average exercise price of outstanding stock awards (restricted stock units) ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1):		26,533	$	607.22		6,284	(2)
Equity compensation plans not approved by security holders (3):		1,546	$	344.10		5,108	(2)
Total		28,079	$	592.73		11,392

(1)	Consists of the 2014 Plan.

(2)	As of December 31, 2022, there were 6,284 shares available for grant under the 2014 Plan and 5,108 shares available for grants under the 2020 Inducement Award Plan.

(3)	Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

The following table provides information as of December 31, 2021 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of our 2014 Plan and our 2020 New Employee Inducement Award (the “2020 Inducement Award Plan”).


	Equity Compensation Plan Information
Plan category	Number of securities to be issued Upon exercise of outstanding Stock awards (restricted stock units)		Weighted Average exercise price of outstanding stock awards (restricted stock units) ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1):		43,024	$	71.70		—	(2)
Equity compensation plans not approved by security holders (3):		1,841	$	32.55		—	(2)
Total		44,865	$	70.09		—	(2)

(1)	Consists of the 2014 Plan.

(2)	As of December 31, 2021, there were no shares available for grant under the 2014 Plan and under the 2020 Inducement Award Plan.

(3)	Consists of the 2020 Inducement Award Plan. For more information on the 2020 Inducement Award Plan, see Note 11 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Related Person Transactions

The following includes a summary of transactions since January 1, 2024, to which we have been a party in which the amount involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent (1%) of the average of our total assets at

year-end

for the prior two fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Compensation arrangements for our directors and executive officers are described in our annual proxy statement on Schedule 14A.

On January 29, 2024, the Company entered into an exchange agreement with Iliad pursuant to which the Company issued an aggregate of 5,333 shares of the Company’s common stock to Iliad in exchange for $836,000 reduction in the outstanding balance of the October 2020 Royalty Interest. Additionally, the Company entered into an exchange agreement with Streeterville, which the Company issued an aggregate of 1,058 shares of the Company’s common stock in exchange for $165,000 reduction in the outstanding balance of the August 2022 Royalty Interest.

On February 27, 2024, pursuant to the PIPE Purchase Agreement, each of the PIPE investors entered into an exchange agreement with the Company (each, a “PIPE Warrant Exchange Agreement” and collectively, the “PIPE Warrant Exchange Agreements”). Pursuant to the PIPE Warrant Exchange Agreements, the Company agreed to exchange the PIPE Warrants for shares of common stock at an exchange ratio of

1-for-2.5

(“PIPE Warrant Exchange Transaction”). Upon completion of the PIPE Warrant Exchange Transaction, the Company exchanged the PIPE Warrants to purchase up to 5,023 shares of Common Stock for 12,558 shares of Common Stock (the “PIPE Exchange Shares”), and the PIPE Warrants were terminated. The PIPE Exchange Shares would be subject to a twelve-month

lock-up,

and any other equity security of the Company other than the PIPE Exchange Shares owned by the PIPE investors as of the date of the PIPE Warrant Exchange Agreement would be subject to a

six-month

lock-up.

On March 1, 2024, the Company entered into a privately negotiated exchange agreement with Streeterville (the “Streeterville Exchange Agreement”), pursuant to which the Company issued an aggregate of 179 shares of Series J Preferred Stock to Streeterville at an effective exchange price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) as of the date of the Streeterville Exchange Agreement, in exchange for the surrender of the March 2021 Purchase Agreement by Streeterville (the “Streeterville Exchange Transaction”). Upon completion of the Streeterville Exchange Transaction, all outstanding balance of the March 2021 Purchase Agreement was fully paid and the March 2021 Purchase Agreement was terminated.

On March 5, 2024, the Company issued 6,666 shares of the Company’s common stock to Streeterville in exchange for the surrender and cancellation of 40 shares of Series J Perpetual Preferred Stock. Subsequently, on March 19, 2024, the Company issued 5,556 shares of the Company’s common stock in exchange for the surrender and cancellation of another 40 shares of Series J Perpetual Preferred Stock.

On June 7, 2024, the Company entered into an exchange agreement with Iliad, pursuant to which the parties agreed to partition $1,500,000

from the outstanding balance of the royalty interest dated October 8, 2020. This reduced the outstanding balance of the original royalty interest. The partitioned royalty was exchanged for 262 shares of the Company’s common stock.

On July 15, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 18,200 shares of the Company’s common stock to Iliad in exchange for a $1.9 million reduction in the outstanding balance of the original royalty interest. The effect of the exchange was accounted for as a debt modification.

On July 18, 2024, the Company entered into a privately negotiated exchange agreement with Iliad pursuant to which the Company issued an aggregate of 8,000 shares of the Company’s common stock to Iliad in exchange for $819,000 reduction in the outstanding balance of the original royalty interest. The effect of the exchange was accounted for as a debt modification.

On January 28, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 51,600 shares of common stock to Streeterville in exchange for a $1,094,952 reduction in the outstanding balance of the royalty interest held by such holder.

On January 29, 2025, the Company and Napo entered into an amendment with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 issued by the Company and Napo to Streeterville on January 19, 2021 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the amendment, the maturity date of the note is extended to July 20, 2025.

On February 13, 2025, the Company and Napo entered into an amendment with Streeterville to the secured promissory note in the original principal amount of $6,220,812.50 issued by the Company and Napo to Streeterville on January 19, 2021 pursuant to that certain Note Purchase Agreement among the same parties dated as of the even date. Pursuant to the amendment, the maturity date of the note is further extended to January 20, 2026.

On February 14, 2025, the Company entered into a privately negotiated exchange agreement with Streeterville, pursuant to which the Company issued 14,000 shares of common stock to Streeterville in exchange for a $291,375 reduction in the outstanding balance of the Streeterville’s royalty interest.

Securities Purchase Agreement; Private Placement

On March 26, 2025, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with selected accredited investors (each, an “Investor”), pursuant to which the Company will issue approximately $3.4 million aggregate principal amount of convertible promissory notes (collectively, the “Notes”) in a private placement (the “Private Placement”). The Notes bear interest at a rate 6% per annum with maturity of three months after issuance and are subject to restrictive covenants. The Notes are immediately convertible, at each holder’s option, into an aggregate of 622,598 shares (the “Conversion Shares”) of the Company’s voting common stock at a conversion price of $5.535 per share for Investors who are not an officer, director, employee or consultant (collectively, an “Insider”) of the Company and $5.555 per share for the Investors that are not Insiders. As an inducement to enter into the Securities Purchase Agreement, the Investors will receive warrants to purchase up to an aggregate of 622,598 shares of common stock (the “Warrant Shares”) with an initial exercise price equal to $5.41 per share for Investors who are not Insiders, and $5.43 per share for Investors who are Insiders. The warrants will be exercisable immediately upon issuance and will expire on the earlier of (i) five years from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event. Participating Insiders will purchase $535,000 aggregate principal amount of the Notes which will be convertible into up to 96,309 Conversion Shares, and will receive warrants to purchase up to 96,309 Warrant Shares, subject to customary representations, warranties, covenants and obligations. In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to register the Conversion Shares and Warrant Shares.

Transaction with Lisa Conte

Lisa Conte, the Chief Executive Officer and President of the Company, invested approximately $50,000 in the Private Placement.

Transaction with Pravin Chaturvedi

Pravin Chaturvedi, the Chief Scientific Officer and the Chair of Scientific Advisory Board of the Company, invested approximately $20,000 in the Private Placement.

Transaction with Steven R. King

Steven R. King, the Chief Sustainable Supply, Ethnobotanical Research, IP Officer and Secretary of the Company, invested approximately $20,000 in the Private Placement.

Transaction with Jonathan S. Wolin

Jonathan S. Wolin, the Chief of Staff, Chief Compliance Officer, and General Counsel of the Company, invested approximately $50,000 in the Private Placement.

Transaction with Carol Lizak

Carol Lizak, the Chief Financial Officer of the Company, invested approximately $30,000 in the Private Placement.

Transaction with James J. Bochnowski

James J. Bochnowski, a member of the Company’s board of directors, invested approximately $150,000 in the Private Placement. These

securities are held by Bochnowski Family Trust where Mr. Bochnowski is a

co-trustee

and beneficiary of such trust and shares voting and investment control over such shares with his spouse.

Transaction with Jonathan B. Siegel

Jonathan B. Siegel, a member of the Company’s board of directors, invested approximately $50,000 in the Private Placement.

Transaction with John Micek III

John Micek III, a member of the Company’s board of directors, invested approximately $50,000 in the Private Placement.

Transaction with Niccolo Caderni

Niccolo Caderni, a member of the board of directors of Napo Therapeutics S.p.A., a subsidiary of the Company incorporated in Italy, invested approximately $20,000 in the Private Placement.

Transaction with Mark Johnson

Mark Johnson, an employee of the Company, invested approximately $25,000 in the Private Placement.

Transaction with David F. Sesin

David F. Sesin, the Chief Manufacturing Officer of the Company, invested approximately $50,000 in the Private Placement.

Transaction with Ian Wendt

Ian Wendt, the Chief Commercial Officer of the Company, invested approximately $20,000 in the Private Placement.

Transaction with Streeterville

Streeterville, a beneficial owner of more than 5% of the Company’s capital stock, invested approximately $250,000 in the Private Placement.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and officers. These agreements, among other things, require us or will require us to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted incurred by the director or officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or officer.

Compensation Committee Interlocks and Insider Participation

Item 14. Principal Accounting Fees and Services

Fees Paid to the Independent Registered Public Accounting Firm

Current Principal Accountant Fees and Services

RBSM LLP (“RBSM”) served as our independent registered public accounting firm for the fiscal years ended December 31, 2022, 2023, and 2024 and has served as our independent registered public accounting firm since November 22, 2021. The following table represents the aggregate fees billed to us by RBSM in 2022, 2023, and 2024 for audit and other services rendered.


	Years ended December 31, 2024		Years ended December 31, 2023		Years ended December 31, 2022
Audit Fees	$	465,500	$	380,000	$	250,000
Audit Related Fees		93,000		45,000		15,000
Tax Fees		—		—		—
All Other Fees		—		—		—

Total	$	558,500	$	425,000	$	265,000

Policy on Audit Committee Preapproval of Audit and Permissible

Non-Audit

Services of the Independent Registered Public Accounting Firm

As specified in the Audit Committee charter, the Audit Committee

pre-approves

all audit and

non-audit

services provided by the independent registered public accounting firm prior to the receipt of such services.

Thus, the Audit Committee approved 100% of the services set forth in the above table prior to the receipt of such services and no services were provided under the permitted de minimis threshold provisions.

The Audit Committee determined that the provision of such services was compatible with the maintenance of the independence of RBSM and MHM.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Financial Statements and Schedules

Our consolidated financial statements and notes thereto, and schedules, required to be filed in our Annual Report on Form

10-K

are included in the Original Form

10-K

Filing.


Exhibit Number		Description

31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 15, 2025


JAGUAR HEALTH, INC.

By:		/s/ Lisa A. Conte
		Lisa A. Conte
		Chief Executive Officer & President

Amendment: SEC Form 10-K/A filed by Jaguar Health Inc.