Jaguar Health stockholders approve six proposals

Proposal 4 passed under the Votes Cast Standard but not under the Majority of Outstanding Standard.

Available on EDGAR 11/06/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Jaguar Health, Inc. (JAGX) held a special stockholder meeting on November 6, 2026, where six proposals were approved. A total of 3,383,169 common shares were represented, out of 7,802,102 common shares issued and outstanding and entitled to vote as of September 15, 2026.

For Series Q Perpetual Preferred Stock, 58.97 shares were represented out of 897.37 shares issued and outstanding and entitled to vote as of September 15, 2026, subject to a 9.99% Voting Cap. Proposal 4 was approved under the Votes Cast Standard, but not under the Majority of Outstanding Standard.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Proposals approved: 6 proposals Common shares represented: 3,383,169 shares Common shares issued and outstanding and entitled to vote: 7,802,102 shares +3 more

6 metrics

Proposals approved 6 proposals November 6, 2026 special meeting

Common shares represented 3,383,169 shares November 6, 2026 special meeting

Common shares issued and outstanding and entitled to vote 7,802,102 shares As of September 15, 2026, the record date

Series Q Perpetual Preferred Stock shares represented 58.97 shares November 6, 2026 special meeting

Series Q Perpetual Preferred Stock shares issued and outstanding and entitled to vote 897.37 shares As of September 15, 2026, subject to the 9.99% Voting Cap

Voting Cap 9.99% Applies to Series Q Perpetual Preferred Stock voting

Key Terms

Votes Cast Standard, Majority of Outstanding Standard, Voting Cap, Record Date

4 terms

Votes Cast Standard regulatory

"approved under the Votes Cast Standard"

Majority of Outstanding Standard regulatory

"not approved under the Majority of Outstanding Standard"

Voting Cap regulatory

"subject to the 9.99% Voting Cap"

Record Date regulatory

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

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

What did JAGX stockholders approve at the November 2026 special meeting?

Stockholders approved six proposals at the November 6, 2026 special meeting. Proposal 4 was approved under the Votes Cast Standard but not under the Majority of Outstanding Standard.

How many JAGX shares were represented at the November 2026 special meeting?

3,383,169 common shares were represented, out of 7,802,102 common shares issued and outstanding and entitled to vote as of September 15, 2026. For Series Q Perpetual Preferred Stock, 58.97 shares were represented out of 897.37 shares entitled to vote, subject to a 9.99% Voting Cap.

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

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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): November 6, 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 5.07 Submission of Matters to a Vote of Security Holders.

On November 6, 2026, Jaguar Health, Inc. (the “Company”) held a special meeting of stockholders of the Company (the “Special Meeting”). Six proposals were submitted to and approved by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement for the Special Meeting, originally filed with the Securities and Exchange Commission (the “SEC”) on October 8, 2026 (as amended and supplemented, the “Proxy Statement”). At the Special Meeting, a total of 3,383,169 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), out of a total of 7,802,102 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting, as of September 15, 2026, the record date for the Special Meeting (the “Record Date”), and a total of 58.97 shares of Series Q Perpetual Preferred Stock, par value of $0.0001 per share (the “Series Q Preferred Stock”), out of a total of 897.37 shares of Series Q Preferred Stock issued and outstanding and entitled to vote at the Special Meeting as of the Recor Date (subject to the 9.99% Voting Cap as defined in the Proxy Statement), were represented in person or by proxy at the Special Meeting.

The final results for the votes regarding each proposal are set for below.

1. Proposal to approve, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock issuable upon exchange of shares of Series Q Preferred Stock and the CVP Debt (as defined in the Proxy Statement) issued to certain affiliates of Chicago Venture Partners, L.P. (“CVP”), was approved by the stockholders by the following vote:

For		Against		Abstained		Broker Non- Votes
1,770,099		133,740		10,170		1,469,160

2. Proposal to approve, for purposes of Rule 5635(d), the repricing of certain warrants issued to investors to purchase an aggregate of up to 4,052 shares of our Common Stock with exercise prices ranging from $525.00 to $3,996.60 per share (the “Investor Warrants”), so that each of the Investor Warrants has a new exercise price equal to $1.00 per share, which Investor Warrants when exercised will also (i) entitle such investors to receive up to 45,511 shares of Common Stock from the Series O Preferred Stock Dividend and (ii) be expected to entitle such investors to receive up to 20,260 shares of Common Stock from the Series R Preferred Stock Dividend, was approved by the stockholders by the following vote:

For		Against		Abstained		Broker Non- Votes
2,424,969		136,390		10,256		1,217,878

3. Proposal 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, was approved by the stockholders by the following vote:

For		Against		Abstained		Broker Non- Votes
2,217,959		339,417		14,239		1,217,878

4. Proposal to approve the adoption of an amendment (the “Thirteenth Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “COI”), to effect, if approved and effected at all, a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio not less than 1-for-2 and not greater than 1-for-150, the exact ratio, if approved and effected at all, to be set within that range at the discretion of the Company’s board of directors and publicly announced by the Company on or before the one-year anniversary of the approval of this proposal, without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split”), was approved by the stockholders by the following vote:

For		Against		Abstained		Broker Non- Votes
3,551,428		222,394		15,671		0

Proposal 4 was approved under the Votes Cast Standard, but not approved under the Majority of Outstanding Standard (both terms as defined in the Proxy Statement).

5. Proposal to approve an amendment to that certain common stock purchase agreement, dated June 9, 2026, entered into by and between the Company and an accredited investor, C/M Capital Master Fund, LP (“C/M Capital”) (the “ELOC Agreement”), to reduce the Floor Price (as defined in the ELOC Agreement) from $16.50 per share to $1.10 per share, was approved by the stockholders by the following vote:

For		Against		Abstained		Broker Non- Votes
2,400,107		158,386		13,122		1,217,878

6. Proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve Proposals 1, 2, 3, 4, and 5, was approved by the stockholders by the following vote:

For		Against		Abstained		Broker Non- Votes
3,386,070		389,712		13,711		0

Item 7.01 Regulation FD Disclosure.

On November 6, 2026, the Company issued a press release announcing the results of the Special Meeting, 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
99.1		Press Release, dated November 6, 2026
104		Cover Page Interactive Data File (embedded with the inline XBRL document)

SIGNATURES

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

						JAGUAR HEALTH, INC
Date: November 6, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte
						Chief Executive Officer & President

Exhibit 99.1

Jaguar Health Reports Approval of All Proposals at November 2026 Special Meeting of Stockholders

San Francisco, CA (November 6, 2026): Jaguar Health, Inc. (NASDAQ: JAGX) (“Jaguar” or the “Company”) today announced the voting results of the Company’s November 6, 2026 Special Meeting of Stockholders (the “Special Meeting”).

Six proposals were submitted to and approved by the stockholders of the Company at the Special Meeting. The proposals are 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 October 8, 2026 and supplemental information filed with the SEC. 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.

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.” 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 several 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

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 5.8 KB

Other Documents

• 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