Jaguar Health (JAGX) Proxy filing summary

Executive summary

• Special meeting set for Nov. 6, 2026; Sept. 15, 2026 is the voting record date, and the board recommends FOR all six proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks Nasdaq approval for common shares issuable through exchanges of Series Q preferred stock and CVP debt; Proposal 2 would reprice up to 4,052 warrants from $525–$3,996.60 to $1 per share.

• Proposal 3 would raise the 2014 Plan share reserve to 378,859, or 14% of fully diluted shares as of Sept. 30, 2026; Proposal 4 seeks authority for a 1-for-2 to 1-for-150 reverse split.

• Proposal 5 would lower the C/M Capital equity-line floor price from $16.50 to $1.10; Proposal 6 authorizes adjournment if needed to solicit votes on Proposals 1–5.

• Proposals 1, 2, 3, 5 and 6 require a majority of votes cast; Proposal 4 passes with a majority of votes cast or a majority of outstanding voting power. Quorum requires one-third of voting power.

Board of directors and corporate governance

• The board unanimously recommends FOR Proposals 1–6; it may select the reverse-split ratio and timing, or abandon the split, within the proposal’s terms.

• The 2014 Plan is administered by the Compensation Committee, composed of at least two directors who meet exchange independence and Rule 16b-3 nonemployee-director standards.