All Jaguar Health (NASDAQ: JAGX) 2026 shareholder meeting proposals pass
Rhea-AI Filing Summary
Jaguar Health, Inc. reported the final voting results of its 2026 Annual Meeting of Stockholders, where all five proposals were approved. The meeting, originally held May 22 and adjourned twice, reconvened on June 8, 2026 with 7,169,152 shares represented out of 14,044,277 shares entitled to vote as of April 15, 2026.
Stockholders elected director nominee John Micek III and approved additional proposals, each receiving millions of votes in favor with broker non-votes reported where applicable. Jaguar also highlighted that founder, president and CEO Lisa Conte is scheduled to present virtually at the Emerging Growth Conference on June 10, 2026.
Positive
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8-K Event Classification
Key Figures
Key Terms
Annual Meeting of Stockholders financial
broker non-votes financial
definitive proxy statement regulatory
emerging growth company regulatory
forward-looking statements regulatory
Record Date financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 8, 2026, Jaguar Health, Inc. (the “Company”) reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that was adjourned on May 22, 2026 and June 2, 2026, respectively. At the Annual Meeting, five proposals were submitted to and approved by the Company’s stockholders. The proposals are described in details in the Company’s definitive proxy statement of the Annual Meeting on Schedule 14A, originally filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (as amended and supplemented, the “Proxy Statement”). At the Annual Meeting, a total of 7,169,152 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), out of a total of 14,044,277 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting, as of April 15, 2026, the record date for the Annual Meeting (the “Record Date”), were represented in person or by proxy at the Annual Meeting.
The final results for the votes regarding each proposal are set for below.
| 1. | Proposal to elect one Class II director to the Company’s board of directors to hold office for a three-year term until the annual meeting of stockholders in 2029 and until such director’s successor is elected and qualified. The votes regarding this proposal were as follows: |
| For | Withheld | Broker Non- Votes |
||||||||||
| John Micek III |
3,967,085 | 240,944 | 2,961,123 | |||||||||
| 2. | Proposal to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- | |||
| 6,898,326 | 238,443 | 32,383 | 0 |
| 3. | Proposal to approve, pursuant to Nasdaq Listing Rule 5635(d) (Rule 5635(d)), the issuance of more than 19.99% of the Company’s issued and outstanding shares of Common Stock to C/M Capital Master Fund, LP (and its affiliates), an accredited investor (“C/M Capital”), pursuant to a securities purchase agreement to be entered into between the Company and C/M Capital within 90 days after the date of the Annual Meeting (the “ELOC Agreement”), was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- | |||
| 3,891,273 | 291,441 | 25,315 | 2,961,123 |
| 4. | Proposal to approve, pursuant to Rule 5635(d), the issuance of more than 19.99% of the Company’s issued and outstanding shares of Common Stock to C/M Capital pursuant to a securities purchase agreement to be entered between the Company and C/M Capital within 90 days after the date of the Annual Meeting (the “Preferred Stock Purchase Agreement”), including shares of Common Stock issuable upon redemption of shares of a new series of preferred stock of the Company, par value $0.0001 per share, to be designated as Series P Non-Convertible Preferred Stock (the “Series P Preferred Stock”), to be issued and sold pursuant to the Preferred Stock Purchase Agreement, was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- | |||
| 3,846,847 | 336,712 | 24,470 | 2,961,123 |
| 5. | Proposal to approve a proposal to grant discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposals 3 and 4, was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- | |||
| 3,928,027 | 258,049 | 21,953 | 2,961,123 |
| Item 7.01 | Regulation FD Disclosure. |
On June 8, 2026, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated June 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JAGUAR HEALTH, INC | ||||||
| Date: June 8, 2026 | By: | /s/ Lisa A. Conte | ||||
| Lisa A. Conte | ||||||
| Chief Executive Officer & President | ||||||
Exhibit 99.1
Jaguar Health Reports Approval of All Proposals at 2026
Annual Meeting of Stockholders
Lisa Conte, Jaguar’s founder, president & CEO, presenting virtually on June 10, 2026 at the Emerging Growth Conference; click here to register
San Francisco, CA (June 8, 2026): Jaguar Health, Inc. (NASDAQ: JAGX) (“Jaguar” or the “Company”) today announced the voting results of the Company’s May 22, 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which was adjourned until June 8, 2026.
Five proposals were submitted to and approved by the stockholders of the Company at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A relating to the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 and supplemental information filed with the SEC. Stockholders may obtain a free copy of the proxy statement and other documents filed by Jaguar with the SEC at http://www.sec.gov. The proxy statement is also available on the Company’s corporate website.
Participation Instructions for Jaguar’s Virtual Presentation at the Emerging Growth Conference
When: Wednesday, June 10, 2026 from 12:35 - 1:05 PM Eastern
Where: Online (Click Here)
Registration link for conference: Click Here
Replay: An archived webcast of the presentation will be made available on EmergingGrowth.com and on the Emerging Growth YouTube Channel.
About the Jaguar Health Family of Companies
Jaguar Health, Inc. (“Jaguar”) develops novel proprietary prescription drugs sustainably derived from plants for people with complicated gastrointestinal (“GI”) disease states. Jaguar family companies Napo Pharmaceuticals, Inc. and Napo Therapeutics S.p.A. focus on the development and commercialization of novel crofelemer powder for oral solution for the treatment of rare and orphan gastrointestinal disorders with intestinal failure, including microvillus inclusion disease and short bowel syndrome. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp. that emerged from Jaguar’s Entheogen Therapeutics Initiative (ETI), is focused on developing novel prescription medicines derived from plants for mental health indications.
For more information about:
Jaguar Health, visit https://jaguar.health
Napo Pharmaceuticals, visit napopharma.com
Napo Therapeutics, visit napotherapeutics.com
Magdalena Biosciences, visit magdalenabiosciences.com
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” These include statements regarding Jaguar’s expectation that Jaguar management will present at the June 2026 Emerging Growth Conference. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to several risks, uncertainties, and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar’s control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Source: Jaguar Health, Inc.
Contact:
hello@jaguar.health
Jaguar-JAGX