Jaguar Health (NASDAQ: JAGX) granted short Nasdaq bid-price compliance extension

Rhea-AI Filing Summary

Jaguar Health, Inc. received a decision letter from a Nasdaq Hearings Panel granting a short extension to regain compliance with Nasdaq listing rules. The company recently cured a deficiency in the minimum 500,000 Publicly Held Shares requirement after third-party investors exercised existing pre-funded warrants.

The Panel reset the timeframe for Jaguar to meet the Nasdaq Bid Price Rule, requiring a closing bid price of at least $1.00 per share for 10 consecutive business days, extending the deadline from May 15, 2026 to May 18, 2026. Jaguar is working to meet these terms but notes that failure to do so would subject the company to delisting from Nasdaq.

Positive

• None.

Negative

• Elevated Nasdaq delisting risk: Jaguar remains non-compliant with the Nasdaq Bid Price Rule and has only a brief extension to achieve a closing bid of at least $1.00 per share for 10 consecutive business days, with potential delisting if it fails.

Insights

Equity Market Structure Analyst

Nasdaq gives Jaguar a brief lifeline, but delisting risk remains.

Jaguar Health has regained compliance with Nasdaq’s minimum 500,000 Publicly Held Shares requirement after investors exercised pre-funded warrants, but it remains out of compliance with the Bid Price Rule requiring a closing bid of at least $1.00 for 10 straight trading days.

The Nasdaq Hearings Panel granted only a one-day extension, moving the deadline from May 15, 2026 to May 18, 2026. This limited relief underscores that the company is on a tight timeline to sustain its share price at or above the threshold.

If Jaguar does not achieve the 10-day bid price requirement by the new deadline, the company states it will be subject to delisting from Nasdaq. Future company disclosures will clarify whether the price condition is ultimately satisfied or if trading transitions off the exchange.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Key Figures

Publicly Held Shares threshold: 500,000 publicly held shares Minimum bid price: $1.00 per share Original bid-price deadline: May 15, 2026 +2 more

5 metrics

Publicly Held Shares threshold 500,000 publicly held shares Nasdaq Listing Rule 5550(a)(4) requirement

Minimum bid price $1.00 per share Nasdaq Bid Price Rule, 10 consecutive business days

Original bid-price deadline May 15, 2026 Initial Panel deadline to regain Bid Price Rule compliance

Extended bid-price deadline May 18, 2026 New Nasdaq Hearings Panel deadline

Warrant exercise date May 4, 2026 Pre-funded warrants exercised to cure Publicly Held Shares deficiency

Key Terms

Publicly Held Shares Requirement, Bid Price Rule, Nasdaq Hearings Panel, Listing Qualifications Department, +1 more

5 terms

Publicly Held Shares Requirement regulatory

"the Company did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion"

Bid Price Rule regulatory

"the minimum $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"

Nasdaq Hearings Panel regulatory

"received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s request"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

Listing Qualifications Department regulatory

"the staff of the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

forward-looking statements regulatory

"This on contains “forward-looking” statements within the meaning of Section 27A of the Securities Act"

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 2026-05-06 2026-05-06

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 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 8.01 Other Events.

On May 6, 2026, Jaguar Health, Inc. (the “Company”) received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s request for an extension to demonstrate compliance with the Listing Rules of The Nasdaq Stock Market (“Nasdaq”).

As previously disclosed, on May 1, 2026, the Company received a written notification from the staff of the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that the Company did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). In addition, Staff noted that under Nasdaq Listing Rule 5810(c)(3)(A), the Company would remain non-compliant with both the minimum $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and the Publicly Held Shares Requirement until the failure to meet the Publicly Held Shares Requirement is cured and, thereafter, the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend the 10-day period as discussed in Nasdaq Listing Rule 5810(c)(3)(H).

Following the exercise by certain third-party investors of existing pre-funded warrants to purchase Common Stock on May 4, 2026, the Company regained compliance with the Publicly Held Shares Requirement.

In its letter, the Panel stated that the Company’s non-compliance with Listing Rule 5550(a)(4) reset the clock for the Company to regain compliance with the Bid Price Rule. Based upon the Company’s representations, the Panel was willing to grant an additional one-day extension to the Company’s deadline to demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, from May 15, 2026 to May 18, 2026.

The Company is diligently working to timely satisfy the terms of the Panel’s decision; however, there can be no assurance that the Company will be able to do so. In the event that the Company is unable to meet the terms of the Panel’s decision, the Company will be subject to delisting from Nasdaq.

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 timely satisfy the terms of the Panel’s decision and ability to regain compliance with the Bird Price Rule. 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.

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 7, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte Chief Executive Officer & President

FAQ

What Nasdaq compliance issue does Jaguar Health (JAGX) currently face?

Jaguar Health currently faces non-compliance with Nasdaq’s Bid Price Rule, which requires a closing bid price of at least $1.00 per share for 10 consecutive business days. Failure to meet this standard by the extended deadline could result in delisting from Nasdaq.

How did Jaguar Health regain compliance with Nasdaq’s Publicly Held Shares requirement?

Jaguar Health regained compliance with Nasdaq’s minimum 500,000 Publicly Held Shares requirement after certain third-party investors exercised existing pre-funded warrants to purchase common stock on May 4, 2026. This increased the number of publicly held shares, curing that specific listing deficiency.

What deadline did Nasdaq set for Jaguar Health to meet the $1.00 bid price rule?

The Nasdaq Hearings Panel extended Jaguar Health’s deadline to regain compliance with the $1.00 minimum bid price rule from May 15, 2026 to May 18, 2026. The company must show a closing bid price of at least $1.00 per share for 10 consecutive business days by that date.

What happens if Jaguar Health fails to meet Nasdaq’s Bid Price Rule by May 18, 2026?

If Jaguar Health does not meet the Bid Price Rule by May 18, 2026, the company states it will be subject to delisting from Nasdaq. Delisting would move trading off the Nasdaq exchange, potentially reducing liquidity and visibility for the company’s common stock.

Did Jaguar Health receive any relief regarding its Nasdaq listing status?

Yes. A Nasdaq Hearings Panel granted Jaguar Health a one-day extension to demonstrate compliance with the Bid Price Rule, shifting the deadline to May 18, 2026. This follows the company’s successful cure of the Publicly Held Shares requirement through pre-funded warrant exercises.

Filing Exhibits & Attachments

3 documents

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