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Form 8-K

sec.gov

8-K — Jaguar Health, Inc.

Accession: 0001193125-26-179391

Filed: 2026-04-27

Period: 2026-04-24

CIK: 0001585608

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d109088d8k.htm (Primary)

EX-3.1 (d109088dex31.htm)

EX-99.1 (d109088dex991.htm)

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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): April 24, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 24, 2026, Jaguar Health, Inc. (the “Company”) received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s request to continue its listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the condition that, on or before May 15, 2026, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). This decision follows the Company’s hearing before the Panel on April 7, 2026, regarding its non-compliance with the Bid Price Rule.

As previously reported in a Current Report on Form 8-K filed on March 6, 2026, the Company received written notice from the staff of the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that because the bid price for the Company’s common stock for the previous 30 consecutive business days had closed below the minimum $1.00 per share, the Company was no longer in compliance with the requirement for continued listing on Nasdaq under the Bid Price Rule. Further, the Notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company effected a reverse stock split over the prior one-year period or effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. The Company requested a hearing before the Panel, at which it presented its plan to cure the bid price deficiency.

In its written notice, the Panel stated that the Company shall demonstrate compliance with the Bid Price Rule by evidencing a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days on or before May 15, 2026. The Panel may defer a compliance determination for up to 20 business days. The Panel further stated that during the granted exception period the Company must promptly notify the Panel of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements, including, but not limited to, any event that may call into question the Company’s ability to meet the terms of the exception granted, and that the Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted. The Panel also stated that it would maintain jurisdiction over the Company until September 1, 2026, the end of its discretion in this matter, and that should the Company fall out of compliance with any Nasdaq Listing Rule during that time, the Company would be delisted.

The Company is diligently working to timely satisfy the terms of the Panel’s decision; however, there can be no assurance that the Company will be able to do so. In the event that the Company is unable to meet the terms of the Panel’s decision, the Company will be subject to delisting from Nasdaq.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, at the special meeting of stockholders of the Company held on April 20, 2026 (the “Special Meeting”), the Company’s stockholders approved, among other things, an amendment (the “Eleventh Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “COI”), to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of not less than 1-for-15 and not greater than 1-for-150, with the exact ratio within that range to be determined at the discretion of the Company’s board of directors (the “Board”) on or before April 20, 2027.

Pursuant to such authority granted by the Company’s stockholders, the Board approved a one-for-thirty-five (35) reverse stock split (the “Reverse Stock Split”) of the Common Stock, and on April 24, 2026, the Company filed the Eleventh Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective in accordance with the terms of the Eleventh Amendment at 12:01 am Eastern Time on April 30, 2026 (the “Effective Time”). When the Reverse Stock Split becomes effective, every thirty-five (35) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the conversion and exercise prices of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the Effective Time will be reduced proportionately. The Reverse Stock Split did not change the total number of authorized shares of Common Stock or preferred stock of the Company.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.

Equiniti Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.

Commencing on April 30, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 47010C862.

The foregoing description of the Eleventh Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eleventh Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On April 27, 2026, the Company issued a press release announcing the effectuation of the Reverse Stock Split, a copy of which is furnished as Exhibit 99.1.

The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s intent to timely satisfy the terms of the Panel’s decision and ability to regain compliance with the Bird Price Rule. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

3.1

Certificate of Eleventh Amendment of the Third Amended and Restated Certificate of Incorporation of Jaguar Health, Inc.

99.1

Press Release Announcing Reverse Stock Split dated April 27, 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: April 27, 2026

By:

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer & President

EX-3.1

EX-3.1

Filename: d109088dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELEVENTH AMENDMENT TO THE

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

JAGUAR HEALTH, INC.

Jaguar Health, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

hereby certifies that:

1. The name of the Corporation is Jaguar Health, Inc. The date of filing of the Corporation’s original

Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) was June 6, 2013, under the name Jaguar Animal Health, Inc.

2. This Certificate of Eleventh Amendment to the Third Amended and Restated Certificate of Incorporation was duly authorized and adopted by

the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware and amends the provisions of the Company’s Third Amended and Restated Certificate of

Incorporation.

3. The amendment to the existing Third Amended and Restated Certificate of Incorporation being effected hereby is as

follows:

a. Add the following paragraph at the end of Section IV.A. as a new Section IV.A.12:

“11. Seventh Reverse Stock Split. Upon this Amendment to the Third Restated Certificate becoming effective

pursuant to the DGCL (the “Eleventh Amendment Effective Time”), each fifteen (15) to one hundred fifty (150) shares of Common Stock issued and outstanding immediately prior to the Eleventh Amendment Effective Time shall

automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, the exact ratio within the foregoing range to be determined by the Board of

Directors prior to the Eleventh Amendment Effective Time and publicly announced by the Corporation, without any further action by the Corporation or the holder thereof (the “Seventh Reverse Stock Split”). No fractional shares

shall be issued in connection with the Seventh Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the

Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of

the stockholder’s Old Certificates (as defined below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the Nasdaq Capital Market as of the date of the Eleventh

Amendment Effective Time, by (b) the fraction of one share owned by the stockholder. Each certificate that immediately prior to the Eleventh Amendment Effective Time represented shares of Common Stock (“Old Certificates”),

shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

4. This Certificate of Eleventh Amendment to the Third Amended and Restated Certificate of

Incorporation shall be effective at 12:01 a.m., Eastern Time, on April 30, 2026.

- 2 -

IN WITNESS WHEREOF, Jaguar Health, Inc. has caused this Certificate of Eleventh Amendment to

the Third Amended and Restated Certificate of Incorporation to be signed by Lisa A. Conte, its President and Chief Executive Officer, this 24th day of April, 2026.

JAGUAR HEALTH, INC.

A Delaware corporation

By:

/s/ Lisa A. Conte

Name:

Lisa A. Conte

Title:

President and Chief Executive Officer

EX-99.1

EX-99.1

Filename: d109088dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Jaguar Health Granted Extension Until May 15, 2026, to

Demonstrate Compliance with Nasdaq’s Bid Price Rule;

Company Announces Reverse Stock Split

Reverse split approved at April 2026 Special Meeting of Stockholders

Shares of Jaguar Health common stock to begin trading on split-adjusted basis on April 30, 2026

San Francisco, CA (April 27, 2026): Jaguar Health, Inc. (Nasdaq: JAGX) (“Jaguar” or the “Company”) today announced that on

April 24, 2026, the Company received formal notice that the Nasdaq Hearings Panel (the “Panel”) has granted Jaguar an extension through May 15, 2026, to demonstrate compliance with the $1.00 bid price rule for continued listing on The

Nasdaq Capital Market. To evidence compliance, the Company must report a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days on or before May 15, 2026. The Panel may defer a compliance determination for up to

20 business days.

To support compliance with the $1.00 bid price rule, Jaguar today announced that it will effect a reverse stock split of its issued and

outstanding voting common stock (“Common Stock”), at an exchange ratio of 1-for-35, on Thursday, April 30, 2026, (the “Effective Date”). The

Company’s Common Stock will begin trading on a split-adjusted basis when the market opens on the Effective Date and will remain listed on The Nasdaq Capital Market under the symbol “JAGX.” The new CUSIP number for the

Company’s Common Stock following the reverse stock split is 47010C862.

The effectuation of the reverse stock split follows the approval of a

proposal submitted to Jaguar stockholders at a Special Meeting of Stockholders (the “Special Meeting”). This proposal is described in detail in the Company’s definitive proxy statement on Schedule 14A relating to the Special

Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2026. Stockholders may obtain a free copy of the proxy statement and other documents filed by Jaguar with the SEC at http://www.sec.gov. The proxy

statement is also available on the Company’s corporate website.

When the reverse stock split becomes effective, every thirty-five (35) shares

of the Company’s Common Stock immediately prior to the Effective Date shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share, and this change will be reflected on

Nasdaq’s website and other stock quote platforms. No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split

will receive a cash payment in lieu thereof.

Equiniti Trust Company, LLC is acting as exchange agent for the reverse stock split and will send

instructions to stockholders of record who hold stock certificates regarding the exchange of their certificates for post-reverse stock split shares of Common Stock. Stockholders who hold their shares in brokerage accounts or “street

name” are not required to take any action to effect the exchange of their shares.

About the Jaguar Health Family of Companies

Jaguar Health, Inc. (“Jaguar”) develops novel proprietary prescription drugs sustainably derived from plants for people with complicated

gastrointestinal (“GI”) disease states. Jaguar family companies Napo Pharmaceuticals, Inc. and Napo Therapeutics S.p.A. focus on the development and commercialization of novel crofelemer powder for oral solution for the treatment of rare

and orphan gastrointestinal disorders with intestinal failure, including microvillus inclusion disease and short bowel syndrome. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp. that emerged from Jaguar’s

Entheogen Therapeutics Initiative (ETI), is focused on developing novel prescription medicines derived from plants for mental health indications.

For more information about:

Jaguar Health, visit https://jaguar.health

Napo

Pharmaceuticals, visit napopharma.com

Napo Therapeutics, visit napotherapeutics.com

Magdalena Biosciences, visit magdalenabiosciences.com

Forward-Looking Statements

Certain statements in this

press release constitute “forward-looking statements.” These include statements regarding Jaguar’s expectation that the Company’s Common Stock will begin trading on a split-adjusted basis when the market opens on the

Effective Date. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,”

“could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the

negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events.

These forward-looking statements speak only as of the date of this release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar’s control.

Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Source: Jaguar Health, Inc.

Contact:

hello@jaguar.health

Jaguar-JAGX

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Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration