Jaguar Health (JAGX) Proxy filing summary

Executive summary

• Special Meeting scheduled for April 20, 2026, to vote on five key proposals impacting capital structure and governance.

• Proposals include increasing authorized common stock, two reverse stock splits, approval for share issuance related to a promissory note, 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, Nasdaq listing compliance, and future business opportunities.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized common stock from 298M to 500M shares and total authorized shares to 554,475,074.

• Proposal 2: Grant board authority for a reverse stock split (1-for-15 to 1-for-150) at its discretion within one year.

• Proposal 3: Grant board authority for a second reverse stock split (same ratio range) after the first split, within one year.

• Proposal 4: Approve issuance of shares upon exchange of a $10.81M secured promissory note (Streeterville Note) under Nasdaq Rule 5635(d).

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit proxies.

• No dissenters' rights are afforded for these actions.

Board of directors and corporate governance

• Board has discretion to implement or abandon amendments and reverse stock splits based on market and company conditions.

• Board recommends all proposals and will publicly announce voting results and implementation decisions.

• Board and management beneficial ownership disclosed, with no individual (other than Streeterville Capital) holding more than 10%.