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Jaguar Health (JAGX) keeps Nasdaq listing, enters one-year bid price monitor

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

Rhea-AI Filing Summary

Jaguar Health, Inc. has regained compliance with Nasdaq’s minimum bid price listing rule. Nasdaq formally notified the company on May 26, 2026, and its shares continue to trade on Nasdaq, although a Nasdaq Hearings Panel will retain jurisdiction over the listing until September 1, 2026.

The company is now subject to a one-year Mandatory Panel Monitor period through May 26, 2027. If during this time the closing bid falls below $1.00 per share for 30 consecutive business days, Nasdaq would issue a delist determination without granting the usual 180‑day grace period, though Jaguar could request a new hearing.

In the accompanying press release, Jaguar highlighted that net revenue in Q1 2026 increased 816% versus Q1 2025 and 527% versus Q4 2025, driven by a U.S. out‑license agreement for Mytesi and Canalevia‑CA1 with Future Pak. The company also reiterated its focus on a pivotal‑stage development program for crofelemer in rare intestinal failure indications, targeting a new drug application around mid‑2027 and seeking a development and commercialization partner.

Positive

  • Nasdaq bid price compliance regained: Jaguar received formal notice on May 26, 2026 that it now meets Nasdaq Listing Rule 5550(a)(2), preserving its Nasdaq trading status.
  • Very strong recent revenue growth: Q1 2026 net revenue increased 816% versus Q1 2025 and 527% versus Q4 2025, driven by a U.S. out‑license agreement for Mytesi and Canalevia‑CA1 with Future Pak.

Negative

  • Heightened delisting risk during monitoring: For one year after May 26, 2026, any new 30‑day period with a closing bid below $1.00 would prompt a delist determination without the usual 180‑day grace period, requiring Jaguar to seek another hearing to avoid removal.

Insights

Jaguar regains Nasdaq compliance but remains under close monitoring.

Jaguar Health has restored compliance with Nasdaq’s Bid Price Rule, keeping its shares listed. However, the Nasdaq Hearings Panel will oversee the listing until September 1, 2026, and a Mandatory Panel Monitor applies for one year from the compliance date.

During this monitor period, a fresh stretch of sub‑$1.00 closing bids for 30 straight business days would trigger an immediate delist determination, without the standard 180‑day cure window. Jaguar could request another hearing, but continued compliance depends on sustained market pricing.

The press release also cites very large net revenue gains in Q1 2026—up 816% year over year and 527% sequentially—linked to a U.S. out‑license deal with Future Pak. Future filings for periods after Q1 2026 will clarify whether this revenue step‑change is durable while Jaguar advances its crofelemer program toward a targeted NDA in mid‑2027.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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.
Compliance determination date May 26, 2026 Date Nasdaq notified Jaguar it regained Bid Price Rule compliance
Panel jurisdiction end date September 1, 2026 Outside date for Nasdaq Hearings Panel discretion
Mandatory Panel Monitor period end May 26, 2027 One-year monitoring period after compliance determination
Net revenue growth YoY 816% Q1 2026 vs Q1 2025 net revenue increase
Net revenue growth QoQ 527% Q1 2026 vs Q4 2025 net revenue increase
Bid price threshold $1.00 per share Minimum closing bid required for 30 consecutive business days
Monitoring trigger window 30 business days Sub-$1.00 closing bid period that would prompt delist determination
Target NDA timing Mid-2027 Planned timing for crofelemer NDA for rare intestinal failure
Nasdaq Listing Rule 5550(a)(2) regulatory
"the Company had regained compliance with the Bid Price Rule"
Bid Price Rule regulatory
"regained compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Mandatory Panel Monitor regulatory
"the Company is subject to a Mandatory Panel Monitor for a period of one year"
A mandatory panel monitor is an independent group tasked with regularly reviewing safety and key results during a clinical trial or regulated program to protect participants and ensure the study is conducted properly. For investors, this matters because the panel can recommend changes, pauses, or early stopping of a trial — actions that can speed up, delay, or quietly derail a program and therefore materially affect a company’s timeline and value, much like a referee whose calls change the outcome of a game.
Nasdaq Hearings Panel regulatory
"the Nasdaq Hearings Panel (“Panel”) had granted 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.
out-license agreement financial
"buoyed by the US out-license agreement we executed with Future Pak"
An out-license agreement is a contract where a company grants another firm the right to develop, manufacture or sell a specific product or technology in defined territories or uses, while keeping ownership of the underlying intellectual property. For investors it matters because such deals can bring upfront payments, milestone fees and ongoing royalties, lower development costs and risk, and help a product reach markets faster — think of it like renting out a proven idea to a partner who has the tools to make and sell it.
new drug application regulatory
"targeting an NDA in mid-2027"
A new drug application is a formal request submitted to government regulators seeking approval to market a new medicine. It is like a detailed proposal that shows the drug has been tested for safety and effectiveness. For investors, receiving approval signals that the drug may soon become available for sale, potentially leading to revenue growth and impacting the company's value.
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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): May 26, 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 7.01.

Regulation FD Disclosure.

On May 27, 2026, Jaguar Health, Inc. (the “Company”) issued a press release announcing the Decision Letter (as defined below) from the Nasdaq Hearings Panel, 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 8.01.

Other Events.

As previously disclosed, on April 24, 2026, the Company received formal notice that the Nasdaq Hearings Panel (“Panel”) had granted the Company’s request for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the condition that the Company demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) by May 15, 2026. On May 6, 2026, the Company received a superseding decision from the Panel granting the Company’s request for an extension to demonstrate compliance with the Bid Price Rule, from May 15, 2026, to May 18, 2026.

On May 26, 2026, the Company was formally notified by Nasdaq that the Company had regained compliance with the Bid Price Rule (the “Compliance Determination”) but that the Panel would maintain jurisdiction over the Company and its listing until September 1, 2026, the outside date of the Panel’s discretion in this matter.

The Compliance Determination further stated that, in accordance with Listing Rule 5815(d)(4)(B), the Company is subject to a Mandatory Panel Monitor for a period of one year from the date of the Compliance Determination, or May 26, 2027. If within the one-year monitoring period Nasdaq determines that the Company has failed to evidence a closing bid price of at least $1.00 per share for 30 consecutive business days, the Company will not be afforded a 180-day grace period otherwise automatically available under Listing Rule 5810(c)(3). Rather, Nasdaq would issue a delist determination, at which time the Company may request a new hearing before the Panel. The Company’s request for a hearing would stay any further action by Nasdaq at least pending the hearing and the expiration of any extension period that may be granted by the Panel following such hearing.

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. 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

99.1    Press Release dated May 27, 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 27, 2026     By:  

/s/ Lisa A. Conte

      Lisa A. Conte
      Chief Executive Officer & President

Exhibit 99.1

 

LOGO

Jaguar Health Compliant with Nasdaq Bid Price Rule

JAGX’s securities continue to be listed and traded on Nasdaq

SAN FRANCISCO, CA / May 27, 2026 / Jaguar Health, Inc. (NASDAQ: JAGX) (“Jaguar” or the “Company”) today announced that on May 26, 2026, the Company received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that Jaguar has regained compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

“We are very happy that Jaguar has regained compliance with the Nasdaq listing criteria. We consider our Nasdaq listing an asset of the Company,” said Lisa Conte, Jaguar’s president and CEO. “As we were pleased to report on May 20, 2026, Jaguar’s net revenue increased 816% in Q1 2026 versus Q1 2025, and increased 527% in Q1 2026 over the previous quarter, Q4 2025, buoyed by the US out-license agreement we executed with Future Pak for Mytesi and Canalevia-CA1 this past January. We continue to sharply focus on our pivotal-stage development program for our novel proprietary powder-for-oral-solution formulation of crofelemer for rare intestinal failure indications, targeting an NDA in mid-2027, and on identifying a development and commercialization partner for this program.”

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

FAQ

What did Jaguar Health (JAGX) announce about its Nasdaq listing status?

Jaguar Health announced it regained compliance with Nasdaq’s minimum bid price rule, allowing its shares to remain listed on Nasdaq. Nasdaq formally notified the company on May 26, 2026, following earlier Panel decisions granting time to cure the deficiency.

What is the Mandatory Panel Monitor affecting Jaguar Health (JAGX)?

Nasdaq imposed a one-year Mandatory Panel Monitor starting May 26, 2026. During this period, if Jaguar’s closing bid stays below $1.00 for 30 straight business days, Nasdaq will issue a delist determination without the standard 180‑day grace period otherwise available under Listing Rule 5810(c)(3).

How did Jaguar Health’s Q1 2026 net revenue perform versus prior periods?

Jaguar reported that net revenue in Q1 2026 increased 816% compared with Q1 2025 and 527% compared with Q4 2025. Management attributed these sharp gains mainly to a U.S. out‑license agreement with Future Pak covering Mytesi and Canalevia‑CA1 executed in January 2026.

What happens if Jaguar Health’s stock falls below $1.00 again during monitoring?

If, within the one-year monitoring period, Jaguar’s closing bid is under $1.00 for 30 consecutive business days, Nasdaq will issue a delist determination without granting a new automatic 180‑day cure period, though Jaguar could request a fresh hearing before the Nasdaq Hearings Panel.

How long will the Nasdaq Hearings Panel retain jurisdiction over Jaguar Health?

The Nasdaq Hearings Panel will retain jurisdiction over Jaguar Health and its listing until September 1, 2026, which is described as the outside date of the Panel’s discretion in this matter, even though the company has already regained bid price compliance.

What are Jaguar Health’s development plans for crofelemer mentioned in the filing?

Jaguar is focusing on a pivotal-stage development program for its proprietary powder-for-oral-solution formulation of crofelemer targeting rare intestinal failure indications. The company is aiming for a new drug application around mid‑2027 and is seeking a development and commercialization partner.

Filing Exhibits & Attachments

4 documents