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- Creditor Veto Rights Over Major Corporate Actions (new) — Series Q holders can block asset sales, fundamental transactions, and equity raises above $15M, transferring control over strategic decisions to creditors rather than common stockholders.
- Forced Redemption At Floor Price Upon Default (new) — Events of default trigger mandatory redemption into common stock at $0.726 floor price, which could cause massive dilution if the stock trades near or below that level.
- Payment-in-kind Preferred Return Compounds Claims (new) — The 10% annual return paid in additional Series Q shares increases creditors' liquidation preference and voting power over time without requiring cash, compounding the overhang on common equity.
Jaguar Health converts $22.7M royalty debt to preferred equity with creditor veto rights
Filed May 19, 2026 · Period ending May 19, 2026 · ~2 min read
Key Changes
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high
Issued 908 shares of new Series Q Preferred Stock to eliminate $22.7M in royalty obligations to Uptown Capital ($12.5M) and Streeterville Capital ($10.2M), converting revenue-based payments into equity claims with 10% annual accreting return.
Item 1.01 verify on EDGAR → -
high
Series Q holders gain veto rights over asset sales, reverse splits, new preferred issuances, fundamental transactions, and equity raises exceeding $15M, significantly restricting management's operational flexibility.
Item 5.03 verify on EDGAR → -
high
Series Q carries $25,000 stated value per share with liquidation preference over common stock plus accrued 10% return; upon default, holders can force redemption into common stock at floor price of $0.726, risking severe dilution.
Item 5.03 verify on EDGAR → -
medium
Company can exchange Series Q into common stock only if shares are freely tradable, no Streeterville note defaults exist, stock trades above minimum price, and Nasdaq aggregation limits are met—conditions that may prove difficult to satisfy.
Item 5.03 verify on EDGAR → -
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Series Q and related common shares issued under Section 3(a)(9) exemption without SEC registration, relying on existing security holder exchange exception.
Item 3.02 verify on EDGAR →
Summary
Jaguar Health eliminated $22.7 million in royalty obligations by issuing 908 shares of newly created Series Q Preferred Stock to three creditors—Uptown Capital and Streeterville Capital. While this removes revenue-based cash outflows tied to product sales, it replaces them with a senior equity claim that accretes at 10% annually and grants creditors extensive control rights.
Series Q holders can veto asset sales, fundamental transactions, new preferred issuances, and equity raises exceeding $15 million, effectively transferring strategic decision-making authority from management and common stockholders to creditors.
Each Series Q share carries a $25,000 stated value with liquidation preference over common stock, and the 10% return compounds through additional share issuances rather than cash payments, steadily increasing the creditors' claims. The structure poses significant dilution risk to common stockholders. Upon an event of default—including covenant breaches, payment failures, or bankruptcy—holders can force redemption of all Series Q shares into common stock at a floor price of $0.726 per share. If triggered while the stock trades near or below that floor, the conversion would massively dilute existing shareholders. The company's ability to proactively exchange Series Q into common stock is constrained by multiple conditions: shares must be freely tradable, no defaults can exist under Streeterville notes, the stock must trade above minimum pricing thresholds, and Nasdaq aggregation limits must be respected unless stockholder approval is obtained. These hurdles may prove difficult to clear, leaving the preferred overhang in place and creditors in effective control of major corporate decisions.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 19, 2026, the Company entered into a privately negotiated exchange agreement (the “Uptown Series Q Exchange Agreement”) with Uptown. Pursuant to the Uptown Series Q Exchange Agreement, the Company issued 500 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) to Uptown in exchange for a $12,500,000 reduction in the outstanding balance of the December 2020 Royalty Interest.
Jaguar Health reduced its December 2020 royalty obligation to Uptown Capital by $12.5 million by issuing 500 shares of newly created Series Q Perpetual Preferred Stock. This converts a revenue-based royalty liability into equity, eliminating future cash outflows tied to product sales. The Series Q shares are exchangeable or redeemable for common stock under terms set in a Certificate of Designation filed May 19, 2026.
Added in current filing · verify on EDGAR →
On May 19, 2026, the Company entered into (i) a privately negotiated exchange agreement (the “First Streeterville Series Q Exchange Agreement”) with Streeterville, pursuant to which the Company issued 148 shares of Series Q Preferred Stock to Streeterville in exchange for a $3,700,000 reduction in the outstanding balance of the August 2022 Royalty Interest, and (ii) a privately negotiated exchange agreement (the “Second Streeterville Series Q Exchange Agreement”; together with the Uptown Series Q Exchange Agreement and the First Streeterville Series Q Exchange Agreement, collectively, the “CVP Exchange Agreements”) also with Streeterville, pursuant to which the Company issued 260 shares of Series Q Preferred Stock to Streeterville in exchange for an additional $6,500,000 reduction in the outstanding balance of the August 2022 Royalty Interest.
Jaguar Health reduced its August 2022 royalty obligation to Streeterville Capital by a total of $10.2 million through two separate exchanges, issuing 148 shares of Series Q Preferred Stock for a $3.7 million reduction and 260 shares for a $6.5 million reduction. Combined with the Uptown transaction, the company eliminated $22.7 million in royalty liabilities by issuing 908 shares of Series Q Preferred Stock, shifting future obligations from revenue-based payments to potential equity dilution.
Added in current filing · verify on EDGAR →
Subject to the terms of the Series Q Preferred Stock, each share of Series Q Preferred Stock is exchangeable or redeemable for shares of Common Stock. The terms of the Series Q Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series Q Perpetual Preferred Stock (the “Certificate of Designation”) filed with the Secretary of State of Delaware and effective on May 19, 2026.
The 908 shares of Series Q Perpetual Preferred Stock issued in these transactions are convertible or redeemable into common stock. The specific conversion ratio, redemption terms, voting rights, and liquidation preferences are governed by a Certificate of Designation filed with Delaware on May 19, 2026. Investors should review the Certificate of Designation to assess potential dilution impact on common shareholders.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Common Exchange Shares and the shares of Series Q Preferred Stock were issued in reliance on the exemption from registration provided under Section 3(a) (9) of the Securities Act.
Jaguar Health issued Common Exchange Shares and Series Q Preferred Stock without SEC registration, using the Section 3(a)(9) exemption which typically applies to securities exchanges with existing holders. The filing references Item 1.01 for transaction details, but that section is not included in the provided excerpt, limiting visibility into the exchange terms, quantities, and parties involved.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Jaguar Health issued Series Q Preferred Stock to exchange royalty interests, granting holders extensive control rights and liquidation preferences.
Added in current filing · verify on EDGAR →
The Certificate of Designation authorizes the Company to issue up to 2,000 of its 4,475,074 authorized shares of preferred stock as Series Q Preferred Stock.
Jaguar Health filed a Certificate of Designation authorizing up to 2,000 shares of Series Q Preferred Stock, issued to Uptown and Streeterville in exchange for royalty interests. Each share has a $25,000 stated value and votes on an as-converted basis with common stock. Holders receive extensive veto rights over major corporate actions including asset sales, reverse splits, new preferred stock issuances, fundamental transactions, and equity issuances exceeding $15 million (excluding ATM sales and exempt issuances). These covenants significantly restrict management's operational flexibility.
Added in current filing · verify on EDGAR →
The Company has the right to exchange, from time to time and at its sole discretion, part or all of the then outstanding shares of Series Q Preferred Stock held by any holder thereof for shares of Common Stock (the “Exchange Shares”) at an exchange ratio equal to the Stated Value divided by an exchange price (the “Exchange Price”) equal to the Minimum Price on the applicable Exchange Date
The company can exchange Series Q shares for common stock at the lower of the prior day's closing price or the five-day average, subject to multiple conditions: shares must be freely tradable, no defaults under Streeterville notes, common stock trading above the minimum price, and compliance with Nasdaq Rule 5635(d) aggregation limits unless stockholder approval is obtained. A 9.99% beneficial ownership cap applies. These conditions may limit the company's ability to reduce the preferred overhang.
Added in current filing · verify on EDGAR →
If an Event of Default has occurred (i) the Required Holders may, by notice to the Company (the “Notice of the Forced Redemption”), force the Company to redeem all of the issued and outstanding shares of Series Q Preferred Stock then held by the Holders for a price equal to (1) the Stated Value of all such shares of Series Q Preferred Stock, with such Stated Value to be paid in such number of shares of Common Stock equal to the quotient obtained by dividing the Stated Value by the greater of (x) the Minimum Price as of the date that a Notice of the Forced Redemption is delivered by the Required Holders to the Corporation and (y) the Floor Price; plus (2) any accrued and unpaid Preferred Return with respect to all such shares of Series Q Preferred Stock (the “Redemption Price”), with such Preferred Return to be paid in shares of Common Stock, whereby the number of shares of Common Stock issuable shall equal the quotient obtained by dividing (x) the Redemption Price by (y) the Floor Price
Upon an event of default (covenant breach uncured for 30 days, payment failure uncured for 5 days, or bankruptcy proceedings), holders can force redemption of all Series Q shares for common stock at the greater of the minimum price or $0.726 floor price, plus accrued preferred return paid in common stock at the floor price. This structure could result in substantial dilution to common stockholders if triggered, particularly if the stock price is near or below the floor price.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify