Jaguar Health, Inc. filed Definitive Additional Materials with the SEC on October 29, 2026, supplementing its earlier proxy statement to disclose a six-fold increase in share reserves under its 2014 Stock Incentive Plan, driven by a Series R Preferred Stock conversion event scheduled for November 2, 2026.

Key Highlights

  • Special meeting date: Jaguar Health's stockholder special meeting is scheduled for November 6, 2026, with the original proxy statement filed on October 8, 2026.
  • Series R dividend: The board declared a one-time dividend of one share of Series R Preferred Stock for each share of Common Stock outstanding, with a record date of October 13, 2026 and payment as of the close of business on October 15, 2026.
  • Conversion ratio: Each share of Series R Preferred Stock will automatically convert at a ratio of five shares of Common Stock on November 2, 2026, the Series R Conversion Date.
  • Six-fold share reserve adjustment: The Compensation Committee approved a six-fold increase in shares available under the 2014 Plan, unanimously ratified by the Board on October 28, 2026, to take effect immediately following the Special Meeting.
  • If Proposal 3 is approved: Shares available under the 2014 Plan would become 2,273,154 (378,859 multiplied by six), representing approximately 14% of issued and outstanding shares on a fully diluted basis as of September 30, 2026.
  • If Proposal 3 is not approved: Shares available under the 2014 Plan would be 4,260 (710 multiplied by six), with the incentive stock option cap at 163,998 (27,333 multiplied by six) in either scenario.

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

According to the filing, Jaguar Health, Inc. (NASDAQ:JAGX), a San Francisco-based Delaware corporation, submitted these Definitive Additional Materials to supplement Proposal 3 from its October 8, 2026 proxy statement. Proposal 3 asks stockholders to approve an amendment and restatement of the company's 2014 Stock Incentive Plan to authorize 378,859 shares, representing 14% of issued and outstanding Common Stock on a fully diluted basis as of September 30, 2026. The company noted that because Proposal 3 was included in the proxy before the Series R Preferred Stock Dividend was paid, the share figures in that proposal did not reflect the subsequent conversion event.

The filing explains that, absent an adjustment, the share reserve under the 2014 Plan "would represent approximately one-sixth of the proportionate interest in the Company's outstanding Common Stock that it was intended to represent, resulting a dilution of the benefits or potential benefits intended to be made available under the 2014 Plan." To address this, the Compensation Committee invoked Section 4.3 of the 2014 Plan, which grants it sole discretion to approve the Share Reserve Adjustment. The Board unanimously ratified this adjustment on October 28, 2026, and it is set to take effect immediately following the Special Meeting.

The filing further discloses that if stockholder approval is not obtained for Proposal 3, the adjustment would still apply to the existing reserve, producing 4,260 available shares (710 multiplied by six). In both scenarios, the maximum number of shares issuable upon exercise of incentive stock options under Section 422(b) of the Internal Revenue Code would be 163,998 (27,333 multiplied by six). Stockholders who have already submitted proxy cards are not required to resubmit unless they wish to change their vote on Proposal 3, according to the filing.

What Was Disclosed

Jaguar Health filed supplemental proxy materials disclosing a six-fold Share Reserve Adjustment to its 2014 Stock Incentive Plan, prompted by a Series R Preferred Stock conversion. The adjustment, approved by the Board on October 28, 2026, is contingent on the outcome of the November 6, 2026 Special Meeting vote on Proposal 3.