Opening the filing
8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, at the special meeting of stockholders of Jaguar Health, Inc. (the “Company”) held on April 20, 2026 (the “Special Meeting”), the Company’s stockholders approved, among other things, an amendment (the “Twelfth Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “COI”), to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of not less than 1-for-15 and not greater than 1-for-150, with the exact ratio within that range to be determined at the discretion of the Company’s board of directors (the “Board”) on or before April 20, 2027.
Pursuant to such authority granted by the Company’s stockholders, the Board approved a one-for-fifteen (15) reverse stock split (the “Reverse Stock Split”) of the Common Stock, and on September 14, 2026, the Company filed the Twelfth Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective in accordance with the terms of the Twelfth Amendment at 12:01 am Eastern Time on September 17, 2026 (the “Effective Time”). When the Reverse Stock Split becomes effective, every fifteen (15) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the conversion and exercise prices of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the Effective Time will be reduced proportionately. The Reverse Stock Split did not change the total number of authorized shares of Common Stock or preferred stock of the Company.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
Equiniti Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.
Commencing on September 17, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 47010C 854.
The foregoing description of the Twelfth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Twelfth Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.