Jaguar Health 1-for-15 reverse split, 520,088 shares

Jaguar Health, Inc. (JAGX) reported changes to its capital structure.

Rhea-AI Filing Summary

Jaguar Health, Inc. (JAGX) reported changes to its capital structure. On September 15, 2026 the company filed a Certificate of Elimination in Delaware that removed the terms of multiple specified series of preferred stock from its Third Amended and Restated Certificate of Incorporation and returned those shares to authorized but undesignated preferred stock. All shares of these preferred series had already been converted, exchanged or otherwise disposed of before that date, and no such shares were outstanding immediately before the filing. As previously disclosed, on September 17, 2026 the company effected a 1-for-15 reverse stock split of its common stock, after which it had approximately 520,088 shares of common stock outstanding.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Reverse stock split ratio: 1-for-15 Post–reverse split common shares outstanding: 520,088 shares Number of preferred series eliminated: 14 series

3 metrics

Reverse stock split ratio 1-for-15 Ratio of Jaguar Health’s reverse stock split effected on September 17, 2026

Post–reverse split common shares outstanding 520,088 shares Approximate number of common shares outstanding after the 1-for-15 reverse stock split

Number of preferred series eliminated 14 series Series B-2, C, D, E, F, G, H, I, J, K, L, M, N and O preferred stock eliminated via Certificate of Elimination

Key Terms

Certificate of Elimination, reverse stock split, authorized but undesignated shares, Third Amended and Restated Certificate of Incorporation

4 terms

Certificate of Elimination regulatory

"filed a Certificate of Elimination (the “Certificate of Elimination”)"

An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.

reverse stock split financial

"the Company effected a 1-for-15 reverse stock split"

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.

authorized but undesignated shares financial

"returned shares of the Specified Series Preferred Stock to authorized but undesignated shares"

Third Amended and Restated Certificate of Incorporation regulatory

"from the Company’s Third Amended and Restated Certificate of Incorporation"

FAQ

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

What capital structure change did Jaguar Health (JAGX) make on September 15, 2026?

Jaguar Health filed a Certificate of Elimination that removed the terms of several specified preferred stock series from its certificate of incorporation and returned those shares to authorized but undesignated preferred stock. No shares of these preferred series were outstanding immediately before the filing.

Which preferred stock series did Jaguar Health (JAGX) eliminate?

The company eliminated Series B-2, C, D, E, F, G, H, I, J, K, L, M, N and O preferred stock, collectively defined as the “Specified Series Preferred Stock,” by filing a Certificate of Elimination that removed their designations and returned them to authorized but undesignated preferred stock.

Were any of Jaguar Health’s eliminated preferred stock series still outstanding?

No. The company states that all outstanding shares of the Specified Series Preferred Stock had been converted, exchanged or otherwise disposed of in accordance with their terms before September 15, 2026, and that no such shares were outstanding immediately before the Certificate of Elimination was filed.

What reverse stock split did Jaguar Health (JAGX) effect in September 2026?

Jaguar Health effected a 1-for-15 reverse stock split of its issued and outstanding common stock on September 17, 2026. This transaction consolidated every 15 pre-split shares of common stock into one post-split share of common stock.

How many Jaguar Health (JAGX) common shares were outstanding after the reverse split?

Following the 1-for-15 reverse stock split completed on September 17, 2026, Jaguar Health reports that it had a post–reverse stock split number of outstanding common shares of approximately 520,088.

What corporate document did Jaguar Health reference in connection with these changes?

Jaguar Health refers to its Third Amended and Restated Certificate of Incorporation, as amended, from which the matters relating to the Specified Series Preferred Stock were eliminated, and notes that the full text of the Certificates of Elimination is included as Exhibit 3.1.

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

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Available on EDGAR 09/21/2026 - 04:48 PM Accepted by SEC EDGAR 09/21/2026 - 04:47 PM Learn about SEC filing dates

false 0001585608 --12-13 0001585608 2026-09-15 2026-09-15

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): September 15, 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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 15, 2026, Jaguar Health, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware with respect to the Company’s Series B-2 Convertible Preferred Stock, Series C Perpetual Preferred Stock, Series D Perpetual Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Convertible Preferred Stock, Series H Convertible Preferred Stock, Series I Convertible Preferred Stock, Series J Perpetual Preferred Stock, Series K Junior Participating Preferred Stock, Series L Perpetual Preferred Stock, Series M Perpetual Preferred Stock, Series N Perpetual Preferred Stock, and Series O Convertible Preferred Stock (collectively, the “Specified Series Preferred Stock”), which, effective upon filing, eliminated from the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) all matters set forth in the applicable certificates of designation with respect to the Specified Series Preferred Stock and returned shares of the Specified Series Preferred Stock to authorized but undesignated shares of the Company’s preferred stock.

All outstanding shares of the Specified Series Preferred Stock had been converted, exchanged or otherwise disposed of in accordance with their respective terms prior to September 15, 2026. No shares of any Specified Series Preferred Stock were outstanding immediately before the filing of the Certificates of Elimination.

The forgoing description of the Certificates of Elimination does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificates of Elimination, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

As previously disclosed, on September 17, 2026, the Company effected a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”). Upon completion of the Reverse Stock Split, the Company had a post reverse stock split number of outstanding shares of Common Stock of approximately 520,088.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Elimination of Series B-2 Convertible Preferred Stock, Series C Perpetual Preferred Stock, Series D Perpetual Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Convertible Preferred Stock, Series H Convertible Preferred Stock, Series I Convertible Preferred Stock, Series J Perpetual Preferred Stock, Series K Junior Participating Preferred Stock, Series L Perpetual Preferred Stock, Series M Perpetual Preferred Stock, Series N Perpetual Preferred Stock, and Series O Convertible Preferred Stock of Jaguar Health, Inc.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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: September 21, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte
						Chief Executive Officer & President

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 11.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB