Jaguar Health swaps preferred stock, delays meeting

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.

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.

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, or 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

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

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.

How many Jaguar Health (JAGX) common shares were issued in the preferred stock exchanges?

Jaguar Health issued 31,958 common shares on May 26, 2026 and 32,710 common shares on June 1, 2026. These issuances were made to Streeterville Capital in exchange for outstanding Series Q Perpetual Preferred Stock, which was then cancelled and removed from circulation.

Under which Securities Act exemption were Jaguar Health (JAGX) exchange shares issued?

The exchange shares issued to Streeterville Capital were made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. This exemption allows exchanges of securities with existing holders without registering a new public offering.

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.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:10 PM EDT Learn about SEC filing dates

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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): June 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 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 1.01 Entry into a Material Definitive Agreement.

Exchange Transactions

As previously disclosed, on May 19, 2026, Jaguar Health, Inc. (the “Company”) sold and issued to Streeterville Capital, LLC (“Streeterville”) an aggregate of 408 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) in two privately negotiated exchange transactions.

On May 26, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville (the “First Exchange Agreement”), pursuant to which the Company issued 31,958 shares (the “First Exchange Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) to Streeterville in exchange for an aggregate of 3.72 outstanding shares of Series Q Preferred Stock held by Streeterville (the “First Exchanged Preferred Shares”). Upon completion of such exchange, the First Exchanged Preferred Shares were cancelled and retired.

On June 1, 2026, the Company entered into another privately negotiated exchange agreement with Streeterville (the “Second Exchange Agreement”), pursuant to which the Company issued 32,710 shares (the “Second Exchange Shares”) of Common Stock to Streeterville in exchange for an aggregate of 4.2 outstanding shares of Series Q Preferred Stock held by Streeterville (the “Second Exchanged Preferred Shares”). Upon completion of such exchange, the Second Exchanged Preferred Shares were cancelled and retired.

Both the First Exchange Agreement and the Second Exchange Agreement (collectively, the “Exchange Agreements”) include representations, warranties, and covenants customary for a transaction of this type.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in their entirety by the Exchange Agreements, copies of which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. 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, as amended (the “Securities Act”).

Item 8.01 Other Events.

On June 2, 2026, the Company reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that was adjourned on May 22, 2026. At the Annual Meeting, the Company announced that since it filed on May 29, 2026 a supplement (the “Supplement”) to the definitive proxy statement of the Annual Meeting on Schedule 14A, originally filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (as amended and supplemented, the “Proxy Statement”), to provide additional information to the stockholders regarding certain proposals in the Proxy Statement, the Company decided to further adjourn the Annual Meeting until Monday, June 8, 2026 at 8:30 a.m. Pacific Time to ensure that the stockholders have sufficient time to review and consider such additional information before voting. At that time, the Annual Meeting will be reconvened at the Company’s offices at 200 Pine Street, Suite 400, San Francisco, CA 94104.

The record date for the Annual Meeting remains April 15, 2026. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.

The Company strongly encourages all of its stockholders to read the Company’s Proxy Statement, the Supplement, and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Streeterville Exchange Agreement, dated May 26, 2026
10.2		Streeterville Exchange Agreement, dated June 1, 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: June 2, 2026				By:		/s/ Lisa A. Conte
						Lisa A. Conte Chief Executive Officer & President

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 24.2 KB
• EX-10.2 EX-10.2 25.0 KB

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