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 potential reverse stock splits, approval of share issuance for debt exchange, and potential adjournment to solicit more proxies.

• Board unanimously recommends voting in favor of all proposals, citing flexibility for capital raising and compliance with Nasdaq requirements.

• Forward-looking statements highlight risks related to capital needs, Nasdaq listing, and future financing.

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: Authorize board to effect a reverse stock split (1-for-15 to 1-for-150) at its discretion within one year.

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

• Proposal 4: Approve issuance of shares upon exchange of a $10.81M secured note to Streeterville Capital, potentially exceeding 20% of outstanding shares.

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

• No dissenters' rights are afforded for any of these actions.

Board of directors and corporate governance

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

• Board recommends all proposals and retains flexibility to respond to future opportunities.

• Stockholder proposals for the 2026 annual meeting must be received by March 27, 2026, for inclusion.