Jaguar Health converts Series R shares at 5-for-1

The October 15, 2026, one-time dividend covered one Series R preferred share per common share and per share issuable under eligible warrants as of October 13, 2026.

Available on EDGAR 11/03/2026 - 02:16 PM EST Accepted by SEC EDGAR 11/03/2026 - 02:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Jaguar Health, Inc. converted each then-outstanding share of Series R Convertible Preferred Stock into five shares of common stock on November 2, 2026. Immediately after the conversion, 13,345,986 common shares were issued and outstanding. Eligible warrant holders are entitled, upon exercise, to receive up to 69,823 common shares.

Filing Explained

Jaguar says it paid the Series R dividend on October 15 to common holders as of the October 13 record date, one preferred share per common share and including shares issuable under eligible warrants; those preferred shares automatically converted on November 2 into five common shares each.

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

Conversion ratio: 5 common shares per Series R preferred share Common shares issued and outstanding: 13,345,986 shares Common shares eligible warrant holders may receive: Up to 69,823 shares +1 more

4 metrics

Conversion ratio 5 common shares per Series R preferred share Conversion on November 2, 2026

Common shares issued and outstanding 13,345,986 shares Immediately after the November 2, 2026, conversion

Common shares eligible warrant holders may receive Up to 69,823 shares Upon exercise of Eligible Warrants

Common shares covered by Eligible Warrants Up to 142,535 shares Eligible Warrants outstanding with dividend rights on October 13, 2026

Key Terms

Series R Convertible Preferred Stock, Eligible Warrants, Record Date, pre-funded warrants

4 terms

Series R Convertible Preferred Stock financial

"one share of Series R Convertible Preferred Stock"

Eligible Warrants financial

"the “Eligible Warrants” outstanding"

Record Date financial

"October 13, 2026 (the “Record Date”)"

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.

pre-funded warrants financial

"certain warrants and pre-funded warrants to purchase"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

FAQ

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

What was the JAGX Series R preferred-stock conversion ratio?

Each outstanding Series R preferred share automatically converted into five common shares on November 2, 2026.

How many JAGX common shares were outstanding after the conversion?

Immediately after the November 2, 2026, conversion, 13,345,986 common shares were issued and outstanding.

What was the JAGX preferred-stock dividend entitlement and record date?

Jaguar paid a one-time dividend on October 15, 2026, of one Series R preferred share for each common share and each share issuable upon exercise of eligible warrants, based on holdings at the October 13, 2026 record date. Eligible Warrants covered up to 142,535 common shares.

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 2, 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 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.

As previously disclosed, on October 15, 2026, Jaguar Health, Inc. (the “Company” or “Jaguar”) paid a special one time dividend of one share of Series R Convertible Preferred Stock, par value $0.0001 per share (the “Series O Preferred Stock”) for each share of voting common stock, par value $0.0001 per share, of the Company (the “Common Stock”) outstanding, plus each share issuable upon exercise of certain warrants and pre-funded warrants to purchase, in aggregate, up to 142,535 shares of common stock with dividend rights (the “Eligible Warrants”) outstanding, at the close of business on October 13, 2026 (the “Record Date”) (the “Series R Preferred Stock Dividend”).

Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series R Convertible Preferred Stock (the “Series R Certificate of Designation”) filed by the Company on October 2, 2026 with the Secretary of State of the State of Delaware, on November 2, 2026, each of the then outstanding shares of Series R Preferred Stock automatically converted into five shares of Common Stock (the “Conversion”). Immediately upon completion of the Conversion, there were 13,345,986 shares of Common Stock issued and outstanding, and the holders of the Eligible Warrants are entitled to receive, upon exercise of the Eligible Warrants, up to 69,823 shares of Common Stock, which include the Warrant Shares (as defined in the Eligible Warrants), and the shares of Common Stock from the dividend of Series O Convertible Preferred Stock of the Company and Series R Preferred Stock Dividend.

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.
By:		/s/ Lisa A. Conte
Name:		Lisa A. Conte
Title:		President and Chief Executive Officer

Date: November 3, 2026

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