Jaguar Health (JAGX) Proxy filing summary

Executive summary

• The annual meeting will address the election of one Class II director, ratification of the independent auditor, approval of two significant stock issuance proposals to C/M Capital, and authority to adjourn if needed for additional proxy solicitation.

• Forward-looking statements highlight capital-raising activities, financing needs, and risks related to stock price and Nasdaq listing compliance.

• Stockholders of record as of April 15, 2026, are entitled to vote, with a quorum set at one-third of voting power.

Voting matters and shareholder proposals

• Proposal 1: Elect John Micek III as Class II director for a three-year term.

• Proposal 2: Ratify RBSM LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approve issuance of more than 19.99% of common stock to C/M Capital under an ELOC Agreement, up to $40 million.

• Proposal 4: Approve issuance of more than 19.99% of common stock to C/M Capital under a Preferred Stock Purchase Agreement, including Series P Preferred Stock redemption.

• Proposal 5: Grant authority to adjourn the meeting to solicit additional proxies if needed for Proposals 3 and 4.

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.

• Audit, Compensation, and Nominating Committees are fully independent; Audit Committee chaired by John Micek III.

• Board held 30 meetings in 2025, with high attendance; written charters for all committees are available online.

• Code of Business Conduct and Ethics and insider trading policies are in place; no exceptions granted in the last year.

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