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

Jaguar Health (NASDAQ: JAGX) lifts public float above Nasdaq minimum after split

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

Rhea-AI Filing Summary

Jaguar Health, Inc. reports an update on its Nasdaq listing compliance following a recent reverse stock split. A 1-for-35 reverse split on April 30, 2026 left the company with approximately 401,226 publicly held common shares, below Nasdaq’s 500,000 minimum for continued listing. After certain third-party investors exercised existing pre-funded warrants on May 4, 2026, Jaguar now has 513,974 common shares issued and outstanding and 513,939 publicly held shares. The company is awaiting formal Nasdaq staff confirmation that it meets the Publicly Held Shares Requirement, and it must still later demonstrate a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days under Nasdaq Listing Rule 5810(c)(3)(A).

Positive

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Insights

Jaguar lifts its public float above Nasdaq’s minimum but awaits confirmation.

Jaguar Health describes how a 1-for-35 reverse stock split temporarily reduced publicly held shares to about 401,226, below Nasdaq’s 500,000-share requirement. This triggered a notice that the company was non-compliant with the Publicly Held Shares Requirement and the minimum $1.00 bid price standard.

Following the exercise of existing pre-funded warrants by third-party investors, Jaguar now reports 513,974 common shares issued and outstanding and 513,939 publicly held shares, above the threshold. The filing notes the company is awaiting Nasdaq staff’s formal confirmation of compliance, and future trading must still evidence a closing bid of at least $1.00 per share for 10 consecutive business days as required.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Reverse stock split ratio 1-for-35 Reverse split of common stock effective April 30, 2026
Nasdaq publicly held shares minimum 500,000 shares Minimum Publicly Held Shares Requirement under Nasdaq Rule 5550(a)(4)
Publicly held shares post-split 401,226 shares Approximate publicly held common shares after 1-for-35 reverse split
Shares issued and outstanding after warrant exercise 513,974 shares Common stock issued and outstanding as of May 4, 2026
Publicly held shares after warrant exercise 513,939 shares Publicly held common shares following pre-funded warrant exercises
Minimum bid price requirement $1.00 per share Closing bid price required for at least 10 consecutive business days
reverse stock split financial
"as a result of the 1-for-35 reverse stock split of the Company’s issued and outstanding shares"
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.
Publicly Held Shares Requirement regulatory
"did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion"
pre-funded warrants financial
"Following the exercise by certain third-party investors of existing pre-funded warrants to purchase Common Stock"
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.
Nasdaq Listing Rule 5550(a)(4) regulatory
"requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4)"
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"under Nasdaq Listing Rule 5810(c)(3)(A), the Company would remain non-compliant"

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

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FAQ

What Nasdaq issue does Jaguar Health (JAGX) describe in this 8-K?
Jaguar Health explains that a 1-for-35 reverse stock split left it with about 401,226 publicly held shares, below Nasdaq’s 500,000 minimum. This triggered non-compliance with the Publicly Held Shares Requirement and affected its status under the minimum $1.00 bid price rule.

How did the reverse stock split affect Jaguar Health’s publicly held shares?
The April 30, 2026 1-for-35 reverse stock split reduced Jaguar Health’s publicly held common shares to approximately 401,226. That figure fell short of Nasdaq Listing Rule 5550(a)(4), which requires at least 500,000 publicly held shares for continued listing on The Nasdaq Capital Market.

What is Jaguar Health’s current share count after warrant exercises?
After certain third-party investors exercised existing pre-funded warrants on May 4, 2026, Jaguar Health reports 513,974 shares of common stock issued and outstanding. Of these, 513,939 are publicly held shares, which is above Nasdaq’s 500,000 publicly held shares requirement for continued inclusion.

Has Jaguar Health regained compliance with Nasdaq’s Publicly Held Shares Requirement?
Jaguar Health states that after warrant exercises, it has 513,939 publicly held shares, exceeding Nasdaq’s 500,000-share threshold. The company adds that it is awaiting formal written confirmation from Nasdaq staff that this updated share count satisfies the Publicly Held Shares Requirement for continued listing.

What additional Nasdaq condition must Jaguar Health meet on its stock price?
Under Nasdaq Listing Rule 5810(c)(3)(A), Jaguar Health must show a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. This price condition applies after curing the publicly held shares issue and can be extended to 20 days at Nasdaq’s discretion.

What role did pre-funded warrants play in Jaguar Health’s Nasdaq compliance?
Pre-funded warrants allowed certain third-party investors to acquire additional Jaguar Health common shares on May 4, 2026. Their exercise increased total issued and outstanding shares to 513,974 and publicly held shares to 513,939, helping the company exceed Nasdaq’s 500,000 publicly held shares minimum requirement.
false 0001585608 0001585608 2026-05-04 2026-05-04
 
 

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): May 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.

As previously disclosed, on May 1, 2026, Jaguar Health, Inc. (the “Company”) received a written notification (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the 1-for-35 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), effected on April 30, 2026, the Company had a post reverse stock split number of publicly held shares of Common Stock of approximately 401,226. As a result, the Company did not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). In addition, Staff noted that under Nasdaq Listing Rule 5810(c)(3)(A), the Company would remain non-compliant with both the minimum $1.00 bid price requirement and the Publicly Held Shares Requirement until the failure to meet the Publicly Held Shares Requirement is cured and, thereafter, the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend the 10-day period, up to 20 days, as discussed in Nasdaq Listing Rule 5810(c)(3)(H).

Following the exercise by certain third-party investors of existing pre-funded warrants to purchase Common Stock on May 4, 2026, the Company has 513,974 shares of Common Stock issued and outstanding and 513,939 publicly held shares. The Company is awaiting the Staff’s formal confirmation that the Company has evidenced compliance with the Publicly Held Shares Requirement.

 

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: May 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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