Jaguar Health faces new Nasdaq listing deficiency

Jaguar Health, Inc. reported that Nasdaq staff notified the company it is out of compliance with the exchange’s listing rules following a recent reverse stock split.

Rhea-AI Filing Summary

Jaguar Health, Inc. reported that Nasdaq staff notified the company it is out of compliance with the exchange’s listing rules following a recent reverse stock split. After a 1-for-35 reverse split of its common stock effective April 30, 2026, the company has approximately 401,226 publicly held shares.

This falls below Nasdaq Listing Rule 5550(a)(4), which requires at least 500,000 publicly held shares, creating an additional basis for potential delisting from The Nasdaq Capital Market. Jaguar must present its views on this new deficiency to the Nasdaq Hearings Panel in writing by May 8, 2026.

Nasdaq staff also noted the company remains out of compliance with the minimum $1.00 bid price requirement. If Jaguar cannot cure the publicly held shares deficiency and then demonstrate a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, its securities may be delisted from Nasdaq.

Positive

• None.

Negative

• Heightened Nasdaq delisting risk: Jaguar Health fell below Nasdaq’s minimum 500,000 publicly held shares after a 1-for-35 reverse split and remains under the $1.00 bid requirement, giving Nasdaq multiple active deficiencies that could result in the company’s securities being delisted from The Nasdaq Capital Market.

Insights

Equity markets and listing standards analyst

Nasdaq now has two active deficiencies on Jaguar Health, raising delisting risk.

Jaguar Health disclosed that its 1-for-35 reverse stock split left it with about 401,226 publicly held shares, below Nasdaq’s 500,000 minimum under Listing Rule 5550(a)(4). This creates an additional, formal basis for delisting alongside the existing bid-price deficiency.

Nasdaq staff indicated the company will remain non-compliant until it both cures the publicly held shares shortfall and later maintains a closing bid of at least $1.00 for 10 consecutive business days under Rule 5810(c)(3)(A). Delisting would move the stock off the Nasdaq Capital Market, typically reducing liquidity and visibility.

The company must submit written views to the Nasdaq Hearings Panel by May 8, 2026, and states it is “diligently working” to meet the requirements, while cautioning there is no assurance of success. Subsequent company filings may clarify any remedial actions or panel outcomes.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Reverse stock split ratio: 1-for-35 Publicly held shares post-split: 401,226 shares Nasdaq minimum publicly held shares: 500,000 shares +3 more

6 metrics

Reverse stock split ratio 1-for-35 Reverse split of common stock effective April 30, 2026

Publicly held shares post-split 401,226 shares Approximate publicly held common shares after reverse split

Nasdaq minimum publicly held shares 500,000 shares Requirement under Nasdaq Listing Rule 5550(a)(4)

Minimum bid price threshold $1.00 per share Closing bid price required for at least 10 consecutive business days

Compliance bid-price period 10 consecutive business days Period to evidence $1.00 minimum closing bid price

Response deadline to Nasdaq Panel May 8, 2026 Date to submit written views on additional deficiency

Key Terms

Publicly Held Shares Requirement, Nasdaq Listing Rule 5550(a)(4), reverse stock split, Nasdaq Hearings Panel, +1 more

5 terms

Publicly Held Shares Requirement regulatory

"the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4)"

Nasdaq Listing Rule 5550(a)(4) regulatory

"minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4)"

reverse stock split financial

"as a result of the 1-for-35 reverse stock split of the Company’s issued and outstanding shares of common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Hearings Panel regulatory

"the Nasdaq Hearings Panel (the ‘Panel’) will consider this matter in their decision regarding the Company’s continued listing"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

forward-looking statements regulatory

"This on contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq deficiency did Jaguar Health (JAGX) disclose in this 8-K?

Jaguar Health disclosed it no longer meets Nasdaq’s minimum Publicly Held Shares Requirement. After a 1-for-35 reverse stock split, it has about 401,226 publicly held common shares, below the 500,000 threshold required under Nasdaq Listing Rule 5550(a)(4) for continued listing.

How did Jaguar Health’s 1-for-35 reverse stock split affect its Nasdaq compliance?

The 1-for-35 reverse stock split, effective April 30, 2026, left Jaguar Health with approximately 401,226 publicly held common shares. This is below Nasdaq’s required 500,000 publicly held shares, creating an additional basis for potential delisting beyond its existing minimum bid price non-compliance.

What are Nasdaq’s ongoing listing requirements affecting Jaguar Health (JAGX)?

Jaguar Health must satisfy two key Nasdaq requirements: at least 500,000 publicly held shares under Listing Rule 5550(a)(4) and a minimum closing bid price of $1.00 per share for 10 consecutive business days under Rule 5810(c)(3)(A), after curing the publicly held shares deficiency.

What deadline did Nasdaq give Jaguar Health to respond to the new deficiency?

Under Nasdaq Listing Rule 5810(d), Jaguar Health must present its views on the additional publicly held shares deficiency to the Nasdaq Hearings Panel in writing by May 8, 2026. The panel will consider this matter when deciding on the company’s continued listing on The Nasdaq Capital Market.

What happens if Jaguar Health cannot regain compliance with Nasdaq standards?

The company states that if it cannot meet the requirements in the Nasdaq notice, its securities will be subject to delisting from The Nasdaq Capital Market. Delisting typically shifts trading to less regulated markets, which can reduce liquidity and visibility for a company’s common stock.

Does Jaguar Health provide any assurance it will cure the Nasdaq deficiencies?

Jaguar Health says it is diligently working to satisfy the Nasdaq requirements but explicitly notes there can be no assurance it will do so. It characterizes related statements as forward-looking and directs readers to its Form 10-K and other SEC filings for risk factor discussions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 08:00 AM EDT Learn about SEC filing dates

false 0001585608 0001585608 2026-05-01 2026-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2026

Jaguar Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-36714		46-2956775
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Pine Street
Suite 400
San Francisco, California		94104
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 371-8300

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share		JAGX		The Nasdaq Stock Market

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 1, 2026, Jaguar Health, Inc. (the “Company”) received a written notification (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the 1-for-35 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) effected on April 30, 2026, the Company has a post reverse stock split number of publicly held shares of Common Stock of approximately 401,226. As a result, the Company does not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). Accordingly, this matter serves as an additional basis for delisting the Company’s securities from Nasdaq.

The Notice is also a formal notification that the Nasdaq Hearings Panel (the ‘Panel’) will consider this matter in their decision regarding the Company’s continued listing on The Capital Market. Pursuant to Nasdaq Listing Rule 5810(d), the Company is required to present its views with respect to this additional deficiency to the Panel in writing no later than May 8, 2026.

In addition, Staff notes that under Nasdaq Listing Rule 5810(c)(3)(A), the Company will remain non-compliant with both the minimum $1 bid price requirement and the Publicly Held Shares Requirement until the Publicly Held shares deficiency is cured and, thereafter, the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend this 10 day period as discussed in Nasdaq Listing Rule 5810(c)(3)(H).

The Company is diligently working to timely satisfy the requirements set in the Notice; however, there can be no assurance that the Company will be able to do so. In the event that the Company is unable to meet such requirements, the Company will be subject to delisting from Nasdaq.

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s intent to timely satisfy the requirements in the Notice and ability to regain compliance with Nasdaq’s continued listing standards. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						JAGUAR HEALTH, INC.
Date: May 4, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte
						Chief Executive Officer & President

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB