Jaguar Health, Inc. filed an 8-K on October 28, 2026, supplementing its definitive proxy statement to disclose a six-fold increase in the share reserve under its 2014 Stock Incentive Plan, approved by the Compensation Committee and unanimously by the Board on October 28, 2026, ahead of a special stockholder meeting scheduled for November 6, 2026.

Key Highlights

  • Special Meeting date: The Company's special meeting of stockholders is scheduled for November 6, 2026, with the original proxy statement filed with the SEC on October 8, 2026.
  • Proposal 3 share target: Stockholders are being asked to approve an amendment increasing shares authorized under the 2014 Plan to 378,859, representing 14% of issued and outstanding Common Stock on a fully diluted basis as of September 30, 2026.
  • Six-fold Share Reserve Adjustment: The Compensation Committee approved, and the Board unanimously confirmed on October 28, 2026, a six-fold increase in shares available under the 2014 Plan, to take effect immediately following the Special Meeting.
  • If Proposal 3 is approved: The adjusted share reserve would be 2,273,154 shares (378,859 multiplied by six), with a maximum of 163,998 shares issuable as incentive stock options under Section 422(b) of the Code (27,333 multiplied by six).
  • If Proposal 3 is not approved: The adjusted share reserve would be 4,260 shares (710 multiplied by six), with the same incentive stock option maximum of 163,998 shares.
  • Series R Preferred Stock trigger: On October 2, 2026, the Board declared a special one-time dividend of one share of Series R Preferred Stock for each share of Common Stock outstanding, with each share of Series R Preferred Stock set to convert automatically on November 2, 2026 at a ratio of five shares of Common Stock per share of Series R Preferred Stock.
  • Current plan availability: As of September 15, 2026, only 710 shares remained available for issuance under the 2014 Plan, representing approximately 0.14% of issued and outstanding shares on a fully diluted basis.

Jaguar Health Supplements Proxy to Address Series R Preferred Stock Impact on 2014 Plan

According to the filing, Jaguar Health, Inc. (NASDAQ:JAGX) issued this 8-K to supplement its October 8, 2026 definitive proxy statement in connection with Proposal 3, which asks stockholders to approve an amendment and restatement of the Company's 2014 Stock Incentive Plan. The supplement was necessitated by the Company's Series R Preferred Stock Dividend, which was declared by the Board on October 2, 2026, paid as of the close of business on October 15, 2026, and will result in an automatic conversion of each outstanding share of Series R Preferred Stock into five shares of Common Stock on November 2, 2026.

The filing explains that because Proposal 3 was included in the proxy statement before the Series R Preferred Stock Dividend was paid, "the number of shares set forth in Proposal 3 therefore does not reflect the Series R Preferred Stock Dividend or the Series R Conversion." The Company disclosed that absent an adjustment, the 378,859-share reserve contemplated by Proposal 3 "would represent approximately one-sixth of the proportionate interest in the Company's outstanding Common Stock that it was intended to represent," resulting in a dilution of the benefits intended under the 2014 Plan.

To address this, the Compensation Committee invoked Section 4.3 of the 2014 Plan to approve the Share Reserve Adjustment, which multiplies the number of shares available under the plan by six. The Board unanimously approved this adjustment on October 28, 2026, with the adjustment set to take effect immediately following the Special Meeting. The Company noted that the adjustment is designed to ensure the 2014 Plan continues to represent approximately 14% of issued and outstanding Common Stock on a fully diluted basis as of September 30, 2026, accounting for the Series R Preferred Stock Dividend. Stockholders who have already submitted proxy votes on Proposal 3 are not required to resubmit unless they wish to change their vote.

What Was Disclosed

Jaguar Health filed this 8-K supplement to disclose a six-fold Share Reserve Adjustment to its 2014 Stock Incentive Plan, prompted by the Series R Preferred Stock Dividend and the forthcoming Series R Conversion, ahead of the November 6, 2026 special stockholder meeting.