Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On July 15, 2024, Jaguar Health, Inc. (the "Company") entered into a privately negotiated exchange agreement (the "Exchange Agreement") with a holder of royalty interest in the Company. Pursuant to the Exchange Agreement, the Company issued 455,000 shares of common stock to such holder in exchange for a $1,851,850 reduction in the outstanding balance of the royalty interest held by such holder.

The shares of common stock that were issued in the exchange transaction described above were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. The form of Exchange Agreement was filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed on August 14, 2019, which is incorporated herein by reference.