Jaguar Health Inc.

11/03/2026 | Press release | Distributed by Public on 11/03/2026 13:16

Material Event (Form 8-K)

Item 8.01

Other Events.

As previously disclosed, on October 15, 2026, Jaguar Health, Inc. (the "Company" or "Jaguar") paid a special one time dividend of one share of Series R Convertible Preferred Stock, par value $0.0001 per share (the "Series O Preferred Stock") for each share 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 and pre-funded warrants to purchase, in aggregate, up to 142,535 shares of common stock with dividend rights (the "Eligible Warrants") outstanding, at the close of business on October 13, 2026 (the "Record Date") (the "Series R Preferred Stock Dividend").

Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series R Convertible Preferred Stock (the "Series R Certificate of Designation") filed by the Company on October 2, 2026 with the Secretary of State of the State of Delaware, on November 2, 2026, each of the then outstanding shares of Series R Preferred Stock automatically converted into five shares of Common Stock (the "Conversion"). Immediately upon completion of the Conversion, there were 13,345,986 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 69,823 shares of Common Stock, which include the Warrant Shares (as defined in the Eligible Warrants), and the shares of Common Stock from the dividend of Series O Convertible Preferred Stock of the Company and Series R Preferred Stock Dividend.

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