Jaguar Health, Inc.

8-K · d85703d8k.htm

0001585608 2026-06-08 2026-06-08
  
  
 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): June 8, 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 5.07
 Submission of Matters to a Vote of Security Holders.

 On June 8, 2026, Jaguar Health, Inc. (the “Company”) reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that was adjourned on May 22, 2026 and June 2, 2026, respectively. At the Annual Meeting, five proposals were submitted to and approved by the Company’s stockholders. The proposals are described in details in the Company’s definitive proxy statement of the Annual Meeting on Schedule 14A, originally filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (as amended and supplemented, the “Proxy Statement”). At the Annual Meeting, a total of 7,169,152 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), out of a total of 14,044,277 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting, as of April 15, 2026, the record date for the Annual Meeting (the “Record Date”), were represented in person or by proxy at the Annual Meeting.
 The final results for the votes regarding each proposal are set for below.
  

 1.
 Proposal to elect one Class II director to the Company’s board of directors to hold office for a three-year term until the annual meeting of stockholders in 2029 and until such director’s successor is elected and qualified. The votes regarding this proposal were as follows:

  

  
   
 For
  
   
 Withheld
  
   
 Broker Non-
Votes
  

 John Micek III

   
  
 3,967,085
  
   
  
 240,944
  
   
  
 2,961,123
  

  

 2.
 Proposal to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved by the stockholders by the following vote:

  

 For

  
 Against

  
 Abstained

  
 Broker Non-
Votes

 6,898,326
  
 238,443
  
 32,383
  
 0

  

 3.
 Proposal to approve, pursuant to Nasdaq Listing Rule 5635(d) (Rule 5635(d)), the issuance of more than 19.99% of the Company’s issued and outstanding shares of Common Stock to C/M Capital Master Fund, LP (and its affiliates), an accredited investor (“C/M Capital”), pursuant to a securities purchase agreement to be entered into between the Company and C/M Capital within 90 days after the date of the Annual Meeting (the “ELOC Agreement”), was approved by the stockholders by the following vote:

  

 For

  
 Against

  
 Abstained

  
 Broker Non-
Votes

 3,891,273
  
 291,441
  
 25,315
  
 2,961,123

  

 4.
 Proposal to approve, pursuant to Rule 5635(d), the issuance of more than 19.99% of the Company’s issued and outstanding shares of Common Stock to C/M Capital pursuant to a securities purchase agreement to be entered between the Company and C/M Capital within 90 days after the date of the Annual Meeting (the “Preferred Stock Purchase Agreement”), including shares of Common Stock issuable upon redemption of shares of a new series of preferred stock of the Company, par value $0.0001 per share, to be designated as Series P Non-Convertible Preferred Stock (the “Series P Preferred Stock”), to be issued and sold pursuant to the Preferred Stock Purchase Agreement, was approved by the stockholders by the following vote:

  

 For

  
 Against

  
 Abstained

  
 Broker Non-
Votes

 3,846,847
  
 336,712
  
 24,470
  
 2,961,123

 5.
 Proposal to approve a proposal to grant discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposals 3 and 4, was approved by the stockholders by the following vote:

  

 For

  
 Against

  
 Abstained

  
 Broker Non-
Votes

 3,928,027
  
 258,049
  
 21,953
  
 2,961,123

  

 Item 7.01
 Regulation FD Disclosure.

 On June 8, 2026, the Company issued a press release announcing the results of the Annual Meeting, 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.
  

 Item 9.01
 Financial Statements and Exhibits.

 (d) Exhibits
  

 Exhibit
No.
   
 Description

 99.1
   
 Press Release, dated June 8, 2026

 104
   
 Cover Page Interactive Data File (embedded with the inline XBRL document)

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

  
  
  
  
  
  
 JAGUAR HEALTH, INC

 Date: June 8, 2026
  

  
 By:
  
 /s/ Lisa A. Conte

  

  

  
 Lisa A. Conte

  

  

  
 Chief Executive Officer & President