Jaguar Health (JAGX) exchanges Series Q preferred for common and pushes 2026 shareholder meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Jaguar Health, Inc. entered two privately negotiated exchange agreements with Streeterville Capital to swap Series Q Perpetual Preferred Stock for common shares and further adjourned its 2026 Annual Meeting of Stockholders.
On May 26, 2026 the company issued 31,958 common shares in exchange for 3.72 Series Q preferred shares, which were then cancelled. On June 1, 2026 it issued 32,710 common shares in exchange for 4.2 additional Series Q preferred shares, which were also cancelled. These exchanges were completed under Section 3(a)(9) of the Securities Act.
The 2026 Annual Meeting, previously adjourned, was further adjourned to June 8, 2026 at 8:30 a.m. Pacific Time at Jaguar Health’s San Francisco offices, with the record date remaining April 15, 2026. Stockholders who have already voted and do not wish to change their vote do not need to take any action.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
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.
Key Figures
Series Q preferred originally issued: 408 shares
First exchange common shares issued: 31,958 shares
First exchange preferred cancelled: 3.72 shares
+4 more
7 metrics
Series Q preferred originally issued
408 shares
Sold and issued to Streeterville Capital on May 19, 2026
First exchange common shares issued
31,958 shares
Issued May 26, 2026 for 3.72 Series Q preferred shares
First exchange preferred cancelled
3.72 shares
Series Q Preferred Stock cancelled and retired after first exchange
Second exchange common shares issued
32,710 shares
Issued June 1, 2026 for 4.2 Series Q preferred shares
Second exchange preferred cancelled
4.2 shares
Series Q Preferred Stock cancelled and retired after second exchange
Annual meeting reconvene date
June 8, 2026, 8:30 a.m. PT
2026 Annual Meeting of Stockholders reconvening time and date
Annual meeting record date
April 15, 2026
Record date for voting eligibility at 2026 Annual Meeting
Key Terms
Series Q Perpetual Preferred Stock, privately negotiated exchange agreement, Section 3(a)(9) of the Securities Act of 1933, Annual Meeting of Stockholders, +1 more
5 terms
Series Q Perpetual Preferred Stock financial
"sold and issued to Streeterville Capital, LLC an aggregate of 408 shares of Series Q Perpetual Preferred Stock"
privately negotiated exchange agreement financial
"the Company entered into a privately negotiated exchange agreement with Streeterville"
Section 3(a)(9) of the Securities Act of 1933 regulatory
"The First Exchange Shares and Second Exchange Shares were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933"
Section 3(a)(9) of the Securities Act of 1933 is a limited registration exemption that lets holders swap one security for another issued by the same company—common in reorganizations, mergers, exchanges or bankruptcy—without the company having to register the transaction with the SEC. Think of it like trading in an old product for a new model from the same maker: investors care because it can speed restructuring, cut legal costs and paperwork, and affect when and how shares become tradable, which in turn influences liquidity and potential dilution.
Annual Meeting of Stockholders financial
"the Company reconvened its 2026 Annual Meeting of Stockholders that was adjourned"
definitive proxy statement regulatory
"a supplement to the definitive proxy statement of the Annual Meeting on Schedule 14A"
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.
FAQ
What exchange agreements did Jaguar Health (JAGX) enter with Streeterville Capital?
Jaguar Health entered two privately negotiated exchange agreements with Streeterville Capital, issuing common stock in exchange for Series Q Perpetual Preferred Stock. The exchanged preferred shares were cancelled and retired, simplifying the capital structure and replacing certain preferred obligations with common equity.
When will Jaguar Health (JAGX) reconvene its 2026 Annual Meeting of Stockholders?
Jaguar Health plans to reconvene its 2026 Annual Meeting of Stockholders on June 8, 2026 at 8:30 a.m. Pacific Time. The meeting will be held at the company’s offices in San Francisco, and the record date for voting remains April 15, 2026.
Do Jaguar Health (JAGX) stockholders need to revote for the 2026 Annual Meeting?
Stockholders who have already submitted a proxy or voted for the 2026 Annual Meeting and do not want to change their vote do not need to take any action. Their prior voting instructions will remain valid when the meeting reconvenes.
Why did Jaguar Health (JAGX) further adjourn its 2026 Annual Meeting?
Jaguar Health further adjourned its 2026 Annual Meeting after filing a proxy supplement on May 29, 2026. The company stated it wanted to give stockholders more time to review and consider the additional information provided before casting their votes.