Financial Analysis

5. Commitments and Contingencies Commitments Leases On April 6, 2021, the Company entered into an office lease agreement of approximately 10,526 square feet of office space in San Francisco, inclusive of office space covered under the previous sublease agreement. The term of the lease began on September 1, 2021, and expired on February 28, 2025, unless terminated earlier. The lease had an early occupancy provision which entitled the Company to use a portion of the leased premises on June 1, 2021, free of rent obligation. In addition, the Company has the option to extend the lease for one three-year period after the expiration date. This option was not included as part of the lease term as the Company was not reasonably certain to exercise it; hence, the lease term only includes the non-cancellable period of three years plus the period of early occupancy. The base rent under the lease office was $ 42,000 monthly for the first 12 months, $ 43,000 monthly for the next 12 months, and $ 45,000 for the last twelve months. The lease agreement only contained one lease component, which is the lease of the office space. Non-lease components such as payment of building operating costs and share in real property taxes were accounted for separately and were not considered as part of the total lease payments. The lease was classified as an operating lease. On October 7, 2021, the Company entered an agreement for the lease of office premises from November 1, 2021, to April 30, 2022, subject …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"7. Debt Notes payable at December 31, 2025 and 2024 consisted of the following: December 31, 2025 2024 (in thousands) Notes designated at Fair Value Option $ 31,901 $ 35,356 Streeterville - New Note 10,925 Insurance Financing 164 135 Tempesta Note 50 Total 42,990 35,541 Less: Unamortized discount and debt issuance costs ( 467 ) Note payable, net of discount $ 42,523 $ 35,541 Notes payable - non-current, net $ 15,083 $ 23,503 Notes payable - current, net $ 27,440 $ 12,038 Weighted average interest rate on short-term borrowings 8.33 % 7.36 % The Company paid approximately $ 22,000 and $ 14,000 in interest on its debt for the years ended December 31, 2025 and 2024, respectively. All notes payable not designated at FVO are expected to mature in 2026 to 2028. Future maturities are based on contractual minimum payments. The timing of maturities may fluctuate based on future revenue. Sale of Future Royalty Interest October 2020 Purchase Agreement On October 8, 2020, the Company entered into a royalty interest purchase agreement (the October 2020 Purchase Agreement) with Iliad Research and Trading, L.P. (Iliad), pursuant to which the Company sold to Iliad a royalty interest entitling Iliad to receive $ 12.0 million of future royalties on sales of Mytesi and certain up-front license fees and milestone payments from licensees and distributors (the Royalty Repayment Amount) for an aggregate purchase price of $ 6.0 million. Until the Royalty Repayment Amount has been paid in full, the C …

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12. Stock-Based Compensation 2014 Stock Incentive Plan Effective May 12, 2015, the Company adopted the Jaguar Health, Inc. 2014 Stock Incentive Plan (2014 Plan). The 2014 Plan provides options, restricted stock, and RSUs to eligible employees, directors, and consultants to purchase the Company's common stock. The term of an incentive stock option may not exceed 10 years , except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years . The 2014 Plan provides for automatic share increases on the first day of each fiscal year in the amount of 2 % of the outstanding number of shares of the Company's common stock on the last day of the preceding calendar year. As of December 31, 2025 , 196,052 options were outstanding, and 1,089 options were available for grant. As of December 31, 2024, 30,469 options were outstanding, and 149 options were available for grant. 2020 New Employee Inducement Award Plan Effective June 16, 2020, the Company adopted the Jaguar Health, Inc. New Employee Inducement Award Plan (2020 Inducement Award Plan) and, subject to the adjustment provisions of the 2020 Inducement Award Plan, the Company reserved 89 shares of its common stock for issuance pursuant to equity awards granted under the 2020 Inducement Award Plan. On April 13, 2022, the Board of Directors approved an amendment to the plan to reserve an additional 58,451 shares, increasing the total shares iss …

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"3. Fair Value Measurements ASC 820 defines fair value, establishes a framework for measuring fair value under US GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2 Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable. Level 3 Unobservable inputs that reflect the reporting entitys own assumptions. The following tables set forth the fair value of the Companys consolidated financial instruments that were measured at fair value on a recurring basis as of December 31, 2025 and 2024. The liabilities categorized as Level 3 within the …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"14. Income Taxes The Company's loss before provision for income taxes during the years ended December 31, 2025 and 2024 , was a domestic loss of $ 48.8 million and $ 34.3 million, and a foreign loss of $ 5.6 million and $ 5.0 million, respectively. The effective tax rate for 2025 and 2024 , was 0 %. As a result of the Company's history of net operating losses (NOL) and a full valuation allowance against its deferred tax assets, there was minimal current income tax and no deferred income tax provision for the years ended December 31, 2025 and 2024. The Companys effective tax during the years ended December 31, 2025 and 2024, differed from the federal statutory rate as follows: December 31, 2025 2024 Statutory rate ( 21.0 ) % ( 21.0 ) % State taxes ( 4.2 ) % ( 4.5 ) % Intercompany transactions % % Valuation allowance 22.0 % 91.4 % Nondeductible warrant expense % % Book loss on debt extinguishment 3.7 % ( 3.2 ) % Foreign rate differential % ( 0.1 ) % Other ( 0.5 ) % ( 62.6 ) % Effective tax rate % % Net deferred tax assets as of December 31, 2025 and 2024 consisted of the following: December 31, (In thousands) 2025 2024 Non-current deferred tax assets: Net operating losses $ 90,810 $ 77,749 Tax credits 241 241 Stock compensation 210 419 Other 8,601 15,703 99,862 94,112 Valuation allowance ( 98,876 ) ( 93,567 ) Net non-current deferred tax assets 986 545 Non-current deferred tax liabilities: Other ( 986 ) ( 545 ) Property and equipment Net non-current deferred tax liability ( 98 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements Joint Venture Formations In August 2023, the FASB issued ASU 2023-05, Business CombinationsJoint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This update outlines the recognition and initial measurement requirements for these joint ventures. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments did not have a material impact on its consolidated financial statements, but will continue to evaluate the impact on any future joint venture formations in which it participates. Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update enhances the transparency and decision usefulness of income tax disclosures by improving the effective tax rate reconciliation and requiring expanded annual disclosures related to income taxes paid and the disaggregation of pretax income and income tax expense by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. The Company adopted this guidance effective January 1, 2025, and the adoption did not have a material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted Stock Compensation In March 2024, the FASB issued ASU 2024-01, Compensation Stock Compensation (Topic 718): Scope Application …

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"4. Related Party Transactions Board of Directors (""BOD"") Cash Compensation The Company makes BOD cash compensation quarterly based on the Director Compensation Program. For the years ended December 31, 2025 and 2024, the Company paid its directors approximately $ 431,000 and $ 442,000 in cash compensation, respectively."

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15. Segment Data The Company has two reportable segments: animal health and human health. The animal health segment is focused on developing and commercializing prescription and non-prescription products for companion and production animals. The human health segment is focused on developing and commercializing human products and the ongoing commercialization of Mytesi, which the US FDA approves for the symptomatic relief of non-infectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. The Company has not disclosed revenue by geographic location as its revenues are distributed across multiple regions without significant concentration in any single area. The accounting policies used in the segment reporting are the same as those described in the summary significant accounting policies (Note 2). The Companys CODM is the chief financial officer. The CODM primarily utilizes segment's net comprehensive profit or loss as the key indicator in assessing the segment's performance and allocating resources. The Company's reportable segments' net revenues and net loss for the years ended December 31, 2025 and 2024 consisted of the following: Year Ended (in thousands) December 31, 2025 Human Health Animal Health Total External revenue $ 11,158 $ 353 $ 11,511 Less: Segment expenses Cost of revenue 3,733 41 3,774 Research and development 22,370 2,596 24,966 Sales and marketing 8,856 379 9,235 General and administrative 8,999 11,649 20,648 Impairment loss on indefinite-lived inta …

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"2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Principles of Consolidation The consolidated financial statements have been prepared in accordance with US GAAP and applicable rules and regulations of the Securities and Exchange Commission (SEC). The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest, including variable interest entities (""VIEs"") for which the Company is the primary beneficiary. The Company is considered the primary beneficiary because it has (i) the power to direct the activities that most significantly affect the VIEs economic performance, and (ii) the obligation to absorb losses of, and the right to receive benefits from, the VIE that could potentially be significant. All intercompany transactions and balances have been eliminated in consolidation. The Companys reporting currency is the United States (""US"") dollar. Variable Interest Entities The Company consolidates an entity in which it has a variable interest in accordance with the consolidation guidance in Accounting Standards Codification (""ASC) 810, Consolidation . JAGX Holdings is a VIE formed to hold cash collateral securing the Companys obligations under a Secured Promissory Note. The Company has concluded that it is the …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

11. Stockholders Equity (Deficit) As of December 31, 2025 and 2024, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows: December 31, 2025 2024 Options issued and outstanding 196,052 30,469 Inducement options issued and outstanding 520 1 Options available for grant under stock option plans 6,963 17,695 Restricted stock unit awards issued and outstanding 175,713 220 Warrants issued and outstanding 3,708,349 3,045 Total 4,087,597 51,430 Common Stock The holders of voting common stock are entitled to one vote for each share of common stock held. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and when declared by the BOD. The holders of non-voting common stock are not entitled to vote, except on an as-converted basis with respect to any change of control of the Company that is submitted to the stockholders of the Company for approval. Shares of the Company's non-voting common stock have the same rights to dividends and other distributions and are convertible into shares of the Company's common stock on a one -for-one basis. At a special meeting of stockholders of the Company held on September 30, 2022, the stockholders approved an increase in the number of authorized shares of the Companys voting common stock, par value $ 0.0001 per share, from 150,000,000 to 298,000,000 . The Company is now authorized to issue a total number of 358,000,000 shares of stock, of which 2 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"16. Subsequent Events Securities Purchase Agreements and Promissory Notes On January 6, 2026, the Company entered into securities purchase agreements with two accredited investors for the issuance of unsecured promissory notes in the aggregate principal amount of $ 350,000 . The transaction closed on the same day. The notes bore interest at a rate of 6 % per annum and mature one month from the date of issuance. The Company has the right to prepay any outstanding amount under the notes without penalty or premium. As an inducement for the investors to enter into the agreements, the Company issued warrants to purchase an aggregate of 350,000 shares of the Companys common stock at an initial exercise price of $ 1.00 per share. The warrants are exercisable immediately and expire upon the earlier of five years from issuance, the consummation of a fundamental transaction, or a liquidation event. License and Supply Agreements On January 12, 2026, Napo and the Company entered into a license agreement with Woodward Specialty LLC (Woodward""), an affiliate of Future Pak, LLC (Future Pak), and Future Pak. Under the license agreement, Napo and the Company granted Woodward and Future Pak an exclusive, non-transferable, sublicensable, royalty-free right and license under the Napo Mytesi Patents to sell, offer for sale, have sold, make, have made, promote, distribute and otherwise commercialize the Mytesi Product and the Canalevia Product in the United States during the term of the license …

SubsequentEventsTextBlock · excerpt; the full note is in the filing