Jaguar Health sets 1-for-15 reverse stock split
Jaguar Health will effect a 1-for-15 reverse stock split on September 17, 2026 to adjust its share count while maintaining its Nasdaq Capital Market listing.
Rhea-AI Filing Summary
Jaguar Health, Inc. (JAGX) is implementing a 1-for-15 reverse stock split of its issued and outstanding common stock, approved by stockholders at the April 2026 special meeting and authorized by its board of directors. The related Twelfth Amendment to the certificate of incorporation was filed in Delaware on September 14, 2026, and the split becomes effective at 12:01 a.m. Eastern Time on September 17, 2026.
At the effective time, every fifteen shares of common stock will be reclassified into one share, with no change to par value, and no change to the total number of authorized common or preferred shares. Outstanding stock options, warrants, and shares reserved under equity plans will be adjusted proportionately, and holders otherwise entitled to fractional shares will receive cash in lieu of fractions. Equiniti Trust Company, LLC will act as exchange agent, and trading will continue on The Nasdaq Capital Market under the symbol JAGX on a split-adjusted basis beginning September 17, 2026, with a new CUSIP of 47010C854.
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Filing Explained
The company says the 1-for-15 reverse stock split, effective
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
par value financial
Nasdaq Capital Market market
equity compensation plans financial
CUSIP financial
FAQ
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What reverse stock split did Jaguar Health (JAGX) approve and at what ratio?
When does the Jaguar Health (JAGX) reverse stock split become effective and when will trading adjust?
How will Jaguar Health’s (JAGX) reverse stock split affect options, warrants, and equity plan shares?
What is the new CUSIP for Jaguar Health (JAGX) common stock after the reverse split?
Do Jaguar Health (JAGX) stockholders need to take action for the reverse stock split?
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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
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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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:
| 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:
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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 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 5.03 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.
As previously disclosed, at the special meeting of stockholders of Jaguar Health, Inc. (the “Company”) held on April 20, 2026 (the “Special Meeting”), the Company’s stockholders approved, among other things, an amendment (the “Twelfth Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “COI”), to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of not less than 1-for-15 and not greater than 1-for-150, with the exact ratio within that range to be determined at the discretion of the Company’s board of directors (the “Board”) on or before April 20, 2027.
Pursuant to such authority granted by the Company’s stockholders, the Board approved a one-for-fifteen (15) reverse stock split (the “Reverse Stock Split”) of the Common Stock, and on September 14, 2026, the Company filed the Twelfth Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective in accordance with the terms of the Twelfth Amendment at 12:01 am Eastern Time on September 17, 2026 (the “Effective Time”). When the Reverse Stock Split becomes effective, every fifteen (15) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the conversion and exercise prices of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the Effective Time will be reduced proportionately. The Reverse Stock Split did not change the total number of authorized shares of Common Stock or preferred stock of the Company.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
Equiniti Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.
Commencing on September 17, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 47010C 854.
The foregoing description of the Twelfth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Twelfth Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On September 15, 2026, the Company issued a press release announcing the effectuation of the Reverse Stock Split, 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 | |
| 3.1 | Certificate of Twelfth Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc. | |
| 99.1 | Press Release Announcing Reverse Stock Split dated September 15, 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: September 15, 2026 | By: | /s/ Lisa A. Conte | ||||
| Lisa A. Conte | ||||||
| Chief Executive Officer & President | ||||||
Exhibit 99.1
Jaguar Health, Inc. Announces Reverse Stock Split
Reverse split approved at April 2026 Special Meeting of Stockholders
Shares of Jaguar Health common stock to begin trading on split-adjusted basis on September 17, 2026
San Francisco, CA (September 15, 2026): Jaguar Health, Inc. (Nasdaq: JAGX) (“Jaguar” or the “Company”) today announced that the Company will effect a reverse stock split of its issued and outstanding voting common stock (“Common Stock”), at an exchange ratio of 1-for-15, on Thursday, September 17, 2026 (the “Effective Date”) in order to support the Company’s compliance with Nasdaq’s listing standards. The Company’s Common Stock will begin trading on a split-adjusted basis when the market opens on the Effective Date and will remain listed on The Nasdaq Capital Market under the symbol “JAGX”. The new CUSIP number for the Company’s Common Stock following the reverse stock split is 47010C854.
The effectuation of the reverse stock split follows the approval of a proposal submitted to Jaguar stockholders at the Company’s April 2026 Special Meeting of Stockholders (the “Special Meeting”). This proposal is described in detail in the Company’s definitive proxy statement on Schedule 14A relating to the Special Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2026. 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.
When the reverse stock split becomes effective, every fifteen (15) shares of the Company’s Common Stock immediately prior to the Effective Date shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share, and this change will be reflected on Nasdaq’s website and other stock quote platforms. No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive a cash payment in lieu thereof.
Equiniti Trust Company, LLC is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their certificates for post-reverse stock split shares of Common Stock. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
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 the Company’s Common Stock will begin trading on a split-adjusted basis when the market opens on the Effective Date. 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 a number of 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