On October 8, 2026, Jaguar Health, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with the Company’s special meeting of stockholders, to be held on November 6, 2026 (the “Special Meeting”).
The Company is providing the following supplement to disclose additional information regarding Proposal 3 in the Proxy Statement, in which the Company asks its stockholders to vote to approve an amendment and restatement of the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2014 Plan to 378,859, which represents 14% of the issued and outstanding shares of Common Stock on a fully diluted basis as of September 30, 2026.
Except as set forth herein, the following supplement does not change the proposals to be acted on at the Special Meeting or the recommendations of the Company’s board of directors (the “Board”) with respect to the proposals, which are described in the Proxy Statement. Except as specifically supplemented or amended by the information contained in following supplement, all information set forth in the Proxy Statement continues to apply and should be considered when voting your shares using one of the methods described in the Proxy Statement. Capitalized terms used in this Supplement and not otherwise defined have the meanings ascribed to them in the Proxy Statement.
If you already submitted a proxy card or voting instructions, you do not need to resubmit proxies or voting instructions with different directions, unless you wish to change votes previously cast on Proposal No. 3.
SUPPLEMENTAL DISCLOSURE
Share Reserve Adjustment under the 2014 Plan
On October 2, 2026, we announced that our board of directors declared a special one-time dividend of one share of Series R Preferred Stock for each one share of Common Stock outstanding, plus each one share issuable upon exercise of certain warrants and pre-funded warrants to purchase Common Stock with dividend rights outstanding, at the close of business on October 13, 2026 (the “Record Date”) (the “Series R Preferred Stock Dividend”). The ex-dividend date for the Series R Preferred Stock Dividend, as determined by Nasdaq, was October 16, 2026. The Series R Preferred Stock Dividend was paid as of the close of business on October 15, 2026.
Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series R Convertible Preferred Stock (the “Certificate of Designation of Series R Preferred Stock”) that the Company filed with the Secretary of State of the State of Delaware on October 2, 2026, on November 2, 2026 (the “Series R Conversion Date”), each outstanding share of Series R Preferred Stock will automatically convert into such whole number of fully paid and non-assessable shares of Common Stock (the “Series R Conversion Shares”) at the Series R Conversion Ratio (as defined below) (the “Series R Conversion”); provided, however, that in no event may Series R Conversion Shares be issued to any holder of Series R Preferred Stock that would cause such holder, together with its affiliates, to beneficially own shares of Common Stock in excess of the Maximum Percentage (as defined in the Certificate of Designation of Series R Preferred Stock) immediately after giving effect to the issuance of the Series R Conversion Shares.
For each share of Series R Preferred Stock, the Series R Conversion Ratio shall be five shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the original issue date of Series R Preferred Stock.
Proposal 3 was included in the Proxy Statement for the Special Meeting before the Series R Preferred Stock Dividend was paid, and the number of shares set forth in Proposal 3 therefore does not reflect the Series R Preferred Stock Dividend or the Series R Conversion. Absent an adjustment, the share reserve under the 2014 Plan, including the 378,859 shares contemplated by Proposal 3, would represent approximately one-sixth of the proportionate interest in the Company’s outstanding Common Stock that it was intended to represent, resulting a dilution of the benefits or potential benefits intended to be made available under the 2014 Plan.
