Jaguar Health Registers 1.29M Shares Of Common Stock For Resale From Private Placement That Closed On March 31, 2025, Including Shares Issuable From Convertible Notes, Common Warrants, And Placement Agent Warrants

631,922 Shares of Common Stock Issuable Upon the Conversion of Outstanding Notes

622,584 Shares of Common Stock Issuable Upon the Exercise of Outstanding Common Warrants

37,376 Shares of Common Stock Issuable Upon the Exercise of Outstanding Placement Agent Warrants

This prospectus relates to the resale of up to 1,291,882 shares of Jaguar Health, Inc. (the "Company," "we," "our" or "us") voting common stock, par value $0.0001 per share (the "Common Stock"), by the Selling Stockholders listed in this prospectus (the "Selling Stockholders"). The shares of Common Stock registered for resale pursuant to this prospectus consist of (i) 631,922 shares of Common Stock (the "Conversion Shares") issuable upon the conversion of the 6% convertible promissory notes (the "Notes"), (ii) 622,584 shares of Common Stock (the "Common Warrant Shares") issuable upon the exercise of common warrants (the "Common Warrants"), and (iii) 37,376 shares of Common Stock (the "Placement Agent Warrant Shares," and together with the Common Warrant Shares, the "Warrant Shares") issuable upon the exercise of certain warrants issued to our placement agent (the "Placement Agent Warrants" and together with the Common Warrants, the "Warrants"). The Notes and Warrants were issued to the Selling Stockholders in a private placement offering (the "Private Placement") that closed on March 31, 2025.

For additional information about the Private Placement, see "Private Placement."

The Notes are immediately convertible, at each holder's option, in part or in full, into Conversion Shares at a conversion price of $5.535 per share for holders who are not an officer, director, employee or consultant of the Company (collectively, a "Company Insider"), and $5.555 per share for holders who are Company Insiders. The Common Warrants have an exercise price of $5.41 per share for holders who are not Company Insiders, and $5.43 per share for holders who are Company Insiders, and are 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. The Placement Agent Warrants have substantially the same terms as the Warrants, except that the Placement Agent Warrants have an exercise price of $6.9188 per share.