Jaguar Health (JAGX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2026, with key proposals including director election, auditor ratification, and significant capital transactions with C/M Capital.

• Shareholders of record as of April 15, 2026, are eligible to vote on all proposals.

• Forward-looking statements highlight risks related to capital raising, stock price volatility, and financing needs.

Voting matters and shareholder proposals

• Proposals include: (1) election of one Class II director, (2) ratification of RBSM LLP as auditor, (3) approval of issuance of >19.99% of common stock to C/M Capital under an ELOC, (4) approval of issuance of >19.99% of common stock to C/M Capital under a Preferred Stock Purchase Agreement, and (5) authority to adjourn the meeting to solicit more proxies if needed.

• Each proposal requires a majority of votes cast, except director election, which requires a plurality.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes; four of five directors are independent under Nasdaq rules.

• Committees: Audit (Micek, Bochnowski, Siegel), Compensation (Bochnowski, Siegel), Nominating (Bochnowski, Micek).

• Audit Committee held four meetings in 2025; Compensation Committee also met four times.

• Code of Business Conduct and Ethics and insider trading policies are in place.

• Limitation of liability and indemnification agreements for directors and officers.