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Jaguar Health (NASDAQ: JAGX) delays 2026 meeting after Nasdaq talks

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Jaguar Health, Inc. entered into two privately negotiated exchange agreements with Streeterville Capital, LLC, issuing 54,222 shares of common stock in exchange for 7.96 shares of Series Q Perpetual Preferred Stock, which were cancelled and retired. This follows an earlier sale of 408 Series Q preferred shares to Streeterville in prior exchange transactions.

The company also convened its 2026 Annual Meeting of Stockholders and then adjourned it to June 2, 2026 after discussions with Nasdaq, so it can provide additional information on certain proxy proposals via a forthcoming supplement. The record date for the meeting remains April 15, 2026.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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, and exhibit attachments filed with this report.
Common shares issued in exchange 54,222 shares Issued to Streeterville Capital under May 21, 2026 exchange agreements
Preferred shares exchanged 7.96 shares Series Q Perpetual Preferred Stock cancelled and retired
Series Q preferred originally sold 408 shares Sold and issued to Streeterville Capital on May 19, 2026
Annual Meeting reconvened date June 2, 2026 Adjourned 2026 Annual Meeting to this date at 8:30 a.m. PT
Annual Meeting record date April 15, 2026 Determines stockholders entitled to vote at 2026 Annual Meeting
Company address 200 Pine Street, Suite 400 Location of principal executive offices and reconvened meeting
Series Q Perpetual Preferred Stock financial
"sold and issued to Streeterville Capital, LLC an aggregate of 408 shares of Series Q Perpetual Preferred Stock"
exchange agreements financial
"the Company entered into two privately negotiated exchange agreements with Streeterville"
Annual Meeting of Stockholders regulatory
"the Company called to order its 2026 Annual Meeting of Stockholders"
Proxy Statement regulatory
"certain proposals in the definitive proxy statement of the Annual Meeting on Schedule 14A"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
forward-looking statements regulatory
"This on Form 8-K contains “forward-looking” statements within the meaning of Section 27A"
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.
Understanding 8-K Material Events →
false 0001585608 0001585608 2026-05-21 2026-05-21
 
 

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 21, 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 1.01

Entry into a Material Definitive Agreement.

Exchange Transactions

As previously disclosed, on May 19, 2026, Jaguar Health, Inc. (the “Company”) sold and issued to Streeterville Capital, LLC (“Streeterville”) an aggregate of 408 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) in two privately negotiated exchange transactions.

On May 21, 2026, the Company entered into two privately negotiated exchange agreements with Streeterville (the “Exchange Agreements”), pursuant to which the Company issued an aggregate of 54,222 shares of the Company’s common stock, par value $0.0001 (the “Common Exchange Shares”) to Streeterville in exchange for an aggregate of 7.96 outstanding shares of Series Q Preferred Stock held by Streeterville (the “Exchanged Preferred Shares”). Upon completion of such exchange transaction, the Exchanged Preferred Shares were cancelled and retired.

The Exchange Agreements include representations, warranties, and covenants customary for a transaction of this type.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in their entirety by the Exchange Agreements, copied of which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.

 

Item 8.01

Other Events.

On May 22, 2026, the Company called to order its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company announced that in light of its recent discussions with the staff of The Nasdaq Stock Market LLC (“Nasdaq”), the Company planned to provide additional information to its stockholders regarding certain proposals in the definitive proxy statement of the Annual Meeting on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (as amended and supplemented, the “Proxy Statement”) for the stockholders’ consideration before voting, and therefore the Company adjourned the Annual Meeting until Tuesday, June 2, 2026 at 8:30 a.m. Pacific Time. At that time, the Annual Meeting will be reconvened at the Company’s offices at 200 Pine Street, Suite 400, San Francisco, CA 94104. The Company will file a supplement to the Proxy Statement (the “Supplement”) to provide aforesaid additional information prior to the reconvened meeting. Stockholders are encouraged to carefully review the Proxy Statement and the Supplement in their entirety.

The record date for the Annual Meeting remains April 15, 2026.

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 file the Supplement. 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, 2025, 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.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
10.1    First Streeterville Exchange Agreements, dated May 21, 2026
10.2    Second Streeterville Exchange Agreements, dated May 21, 2026
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: May 22, 2026     By:  

/s/ Lisa A. Conte

     

Lisa A. Conte

Chief Executive Officer & President

Source: View Original Filing on SEC EDGAR

FAQ

What exchange transaction did Jaguar Health (JAGX) complete with Streeterville Capital?

Jaguar Health completed two privately negotiated exchanges with Streeterville Capital, issuing 54,222 shares of common stock for 7.96 shares of Series Q Perpetual Preferred Stock. The exchanged preferred shares were then cancelled and retired, simplifying that portion of the capital structure.

How many Series Q preferred shares were originally sold by Jaguar Health (JAGX)?

Jaguar Health previously sold an aggregate of 408 shares of Series Q Perpetual Preferred Stock to Streeterville Capital. The latest exchange retired 7.96 of those shares in return for newly issued common stock, reducing the outstanding Series Q preferred balance held by Streeterville.

Why did Jaguar Health (JAGX) adjourn its 2026 Annual Meeting of Stockholders?

Jaguar Health adjourned its 2026 Annual Meeting after discussions with Nasdaq so it can provide additional information about certain proxy proposals. The company plans to file a supplement to the proxy statement for stockholder review before voting resumes.

When will Jaguar Health (JAGX) reconvene its 2026 Annual Meeting?

Jaguar Health will reconvene its 2026 Annual Meeting on June 2, 2026 at 8:30 a.m. Pacific Time at its San Francisco offices. The meeting was adjourned to allow time to distribute supplemental proxy information to stockholders.

What is the record date for Jaguar Health’s 2026 Annual Meeting (JAGX)?

The record date for Jaguar Health’s 2026 Annual Meeting remains April 15, 2026. Only stockholders of record as of that date are entitled to receive the proxy materials and vote when the adjourned meeting reconvenes on June 2, 2026.

What additional disclosure does Jaguar Health (JAGX) plan before the reconvened meeting?

Jaguar Health plans to file a supplement to its definitive proxy statement to give stockholders more information on certain proposals. The supplement will be provided before the June 2, 2026 reconvened meeting so investors can review it alongside the original proxy.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents