Jaguar Health (JAGX) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 4, 2026, to vote on four key proposals impacting capital structure and compensation.

• Proposals include approval of stock issuance upon Series Q Preferred Stock exchange, warrant repricing, amendment of the 2014 Stock Incentive Plan, and potential adjournment to solicit more proxies.

• Board unanimously recommends voting in favor of all proposals.

• Forward-looking statements highlight risks related to capital raising, stock price, and Nasdaq listing compliance.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon exchange of Series Q Preferred Stock, potentially diluting current shareholders by up to 90% depending on exchange price.

• Proposal 2: Approve repricing of 60,781 investor warrants to $1.00 per share, enabling exercise and issuance of up to 745,354 shares (13.3% of outstanding shares).

• Proposal 3: Amend 2014 Stock Incentive Plan to increase authorized shares to 14% of fully diluted common stock as of September 30, 2026.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit proxies for the above proposals.

• No dissenter rights are available for these actions.

Board of directors and corporate governance

• Board and executive officers hold minimal direct ownership; largest shareholders are Streeterville Capital LLC and Uptown Capital, LLC.

• Board has authority to amend, suspend, or terminate the 2014 Plan, subject to shareholder approval for major changes.