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  4. [8-K] Jaguar Health, Inc. Reports Material Event

Jaguar Health special meeting ends without votes

Jaguar Health’s September 4, 2026 special stockholder meeting lacked a quorum, so no proposals were voted and the meeting will not be reconvened.

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

Rhea-AI Filing Summary

Jaguar Health, Inc. (JAGX) reports that a special meeting of stockholders held on September 4, 2026 was called to order but could not proceed because there were not enough shares of voting common stock and Series Q Perpetual Preferred Stock present or represented by proxy to constitute a quorum.

No votes were taken on any of the proposals described in the definitive proxy statement filed August 3, 2026, and no business was conducted. The company states it will not adjourn or postpone this particular special meeting and it will not be reconvened, but it plans to evaluate whether to call a new special meeting in the future to consider the same, similar, or other proposals.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Special meeting date September 4, 2026 Date the special meeting of Jaguar Health stockholders was held
Definitive proxy filing date August 3, 2026 Date the definitive proxy statement on Schedule 14A was filed
Quorum status No quorum Insufficient common and Series Q Preferred shares present or represented by proxy to constitute a quorum
quorum regulatory
"there were not present or represented by proxy a sufficient number of shares ... to constitute a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
definitive proxy statement regulatory
"No vote was taken on any proposal set forth in the definitive proxy statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
forward-looking statements regulatory
"contains “forward-looking” statements within the meaning of Section 27A"
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.

FAQ

What did Jaguar Health (JAGX) announce about its September 4, 2026 special meeting?
Jaguar Health announced that its September 4, 2026 special meeting of stockholders was called to order but could not proceed because a quorum was not present, so no proposals were voted and no business was conducted.

Were any proposals approved at Jaguar Health’s September 4, 2026 special meeting?
No. Jaguar Health states that no vote was taken on any proposal in the definitive proxy statement filed August 3, 2026, and no business was conducted at the special meeting.

Will Jaguar Health (JAGX) reconvene the September 4, 2026 special meeting?
No. Jaguar Health states it does not intend to adjourn or postpone the September 4, 2026 special meeting to a later date and that this special meeting will not be reconvened.

Could Jaguar Health call another special meeting on similar proposals?
Yes. Jaguar Health states it will evaluate whether to call a new special meeting of stockholders in the future to consider the same or similar proposals, or other proposals it determines appropriate.

What forward-looking statements does Jaguar Health (JAGX) highlight in this 8-K?
Jaguar Health identifies as forward-looking its plan to evaluate whether to call a new special meeting to consider certain proposals and notes that actual results could differ materially from these expectations.

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

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false 0001585608 0001585608 2026-09-04 2026-09-04
 
 

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): September 4, 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 September 4, 2026, Jaguar Health, Inc. (the “Company”) called to order a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, there were not present or represented by proxy a sufficient number of shares of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”) and Series Q Perpetual Preferred Stock, par value $0.0001 per share (the “Series Q Preferred Stock”) in order to constitute a quorum. No vote was taken on any proposal set forth in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 3, 2026, and no business was conducted in connection with the Special Meeting.

The Company does not intend to adjourn or postpone this Special Meeting to a later date in order to solicit additional proxies or votes. This Special Meeting will not be reconvened. The Company will evaluate whether to call a new special meeting of stockholders in the future to consider the same or similar proposals, or such other proposals as the Company may determine are appropriate.

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 regarding the Company’s plan to evaluate whether to call a new special meeting of stockholders in the future to consider certain proposals. 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: September 4, 2026     By:  

/s/ Lisa A. Conte

     

Lisa A. Conte

Chief Executive Officer & President

Source: View Original Filing on SEC EDGAR

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