Jaguar Health (JAGX) completes Series O preferred stock conversion to common shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Jaguar Health completed the previously announced conversion of its Series O Convertible Preferred Stock into common stock. Effective June 25, 2026, each share of Series O Preferred Stock converted into 3.209 shares of common stock.

Immediately after the conversion, Jaguar Health had 4,857,211 shares of common stock issued and outstanding. Holders of Eligible Warrants can receive up to 839,000 shares of common stock upon exercise, consisting of 68,593 warrant shares and 770,407 conversion shares linked to the Series O Preferred Stock dividend structure.

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

Eligible common shares for dividend: 354,836 shares Eligible Warrants base shares: 68,593 shares Reverse stock split ratio: 1-for-35 +4 more

7 metrics

Eligible common shares for dividend 354,836 shares Common stock outstanding used for the March 4, 2026 special dividend, adjusted for 1-for-35 reverse split

Eligible Warrants base shares 68,593 shares Shares of common stock issuable upon exercise of Eligible Warrants with dividend rights

Reverse stock split ratio 1-for-35 Reverse stock split of issued and outstanding common stock effective April 30, 2026

Conversion ratio 3.209 shares Common shares received for each share of Series O Convertible Preferred Stock

Common shares outstanding post-conversion 4,857,211 shares Common stock issued and outstanding immediately after the June 25, 2026 conversion

Common shares tied to Eligible Warrants 839,000 shares Maximum common shares issuable upon exercise of Eligible Warrants after the conversion

Conversion Shares via warrants 770,407 shares Conversion Shares associated with Eligible Warrants after Series O Preferred Stock conversion

Key Terms

Series O Convertible Preferred Stock, reverse stock split, Eligible Warrants, Conversion, +1 more

5 terms

Series O Convertible Preferred Stock financial

"paid a special one time dividend of one-tenth of one share of Series O Convertible Preferred Stock"

reverse stock split financial

"adjusted retroactively to give effect to the 1-for-35 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Eligible Warrants financial

"warrants to purchase, in aggregate, 68,593 shares of our Common Stock with dividend rights (the “Eligible Warrants”)"

Conversion financial

"the Company completed the previously announced conversion (the “Conversion”) of the Company’s Series O Preferred Stock"

Conversion is the exchange of one type of financial instrument for another, most commonly turning convertible bonds or preferred shares into common stock. It matters to investors because conversion changes the number of outstanding shares and ownership stakes—like trading a coupon for a slice of a company—potentially reducing each existing owner's portion, affecting per-share earnings, voting power and the market value of the stock.

Conversion Shares financial

"automatically converted into shares of Common Stock (the “Conversion Shares”) at a conversion ratio equal to 3.209 shares"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 04:34 PM Accepted by SEC EDGAR 07/01/2026 - 04:34 PM

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): July 1, 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 March 4, 2026, Jaguar Health, Inc. (the “Company” or “Jaguar”) paid a special one time dividend of one-tenth of one share of Series O Convertible Preferred Stock, par value $0.0001 per share (the “Series O Preferred Stock”) for each of the approximately 354,836 shares 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 to purchase, in aggregate, 68,593 shares of our Common Stock with dividend rights (the “Eligible Warrants”) outstanding, at the close of business on March 2, 2026 (the “Preferred Stock Dividend”), with the aforementioned numbers of shares of Common Stock adjusted retroactively to give effect to the 1-for-35 reverse stock split of the Company’s issued and outstanding shares of Common Stock that took effect on April 30, 2026.

On June 25, 2026, the Company completed the previously announced conversion (the “Conversion”) of the Company’s Series O Preferred Stock. Effective as of 12:00 p.m. Eastern Time on June 25, 2026, all of the then outstanding shares of Series O Preferred Stock and all shares of Series O Preferred Stock issuable upon exercise of the Eligible Warrants automatically converted into shares of Common Stock (the “Conversion Shares”) at a conversion ratio equal to 3.209 shares of Common Stock for each share of Series O Preferred Stock. Immediately upon completion of the Conversion, there were 4,857,211 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 839,000 shares of Common Stock, which consist of 68,593 Warrant Shares (as defined in the Eligible Warrants) and 770,407 Conversion Shares.

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: July 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What capital structure change did Jaguar Health (JAGX) report in this 8-K?

Jaguar Health reported completion of the conversion of its Series O Convertible Preferred Stock into common stock. This automatically converted all outstanding preferred shares and related warrant-linked preferred shares into common shares at a fixed ratio of 3.209 common shares per preferred share.

How many Jaguar Health (JAGX) common shares are outstanding after the conversion?

After the conversion, Jaguar Health had 4,857,211 shares of common stock issued and outstanding. This figure reflects the automatic exchange of all Series O Convertible Preferred Stock into common shares effective at 12:00 p.m. Eastern Time on June 25, 2026.

What is the conversion ratio for Jaguar Health’s Series O Preferred Stock?

Each share of Jaguar Health’s Series O Convertible Preferred Stock converts into 3.209 shares of common stock. This fixed conversion ratio applies to all then outstanding Series O shares and those issuable upon exercise of Eligible Warrants as of June 25, 2026.

How many Jaguar Health (JAGX) shares are tied to Eligible Warrants after the conversion?

Eligible Warrants entitle holders to receive up to 839,000 shares of Jaguar Health common stock. This includes 68,593 warrant shares and 770,407 conversion shares that became issuable when Series O Preferred Stock linked to those warrants converted into common shares.

What prior actions led to Jaguar Health’s Series O Preferred Stock conversion?

Jaguar Health previously paid a special one-time dividend of one-tenth of a Series O Preferred share per eligible common share and certain warrant-linked shares. Common share figures in that dividend were retroactively adjusted for a 1-for-35 reverse stock split effective April 30, 2026.

Filing Exhibits & Attachments

3 documents