JAGX Jaguar Health, Inc. - 8-K

Item 1.01

Entry into a Material Definitive Agreement.

Exchange Transactions

As previously disclosed, on May 19, 2026, Jaguar Health, Inc. (the “Company”) sold and issued to Streeterville Capital, LLC (“Streeterville”) an aggregate of 408 shares of Series Q Perpetual Preferred Stock (the “Series Q Preferred Stock”) in two privately negotiated exchange transactions.

On May 26, 2026, the Company entered into a privately negotiated exchange agreement with Streeterville (the “First Exchange Agreement”), pursuant to which the Company issued 31,958 shares (the “First Exchange Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) to Streeterville in exchange for an aggregate of 3.72 outstanding shares of Series Q Preferred Stock held by Streeterville (the “First Exchanged Preferred Shares”). Upon completion of such exchange, the First Exchanged Preferred Shares were cancelled and retired.

On June 1, 2026, the Company entered into another privately negotiated exchange agreement with Streeterville (the “Second Exchange Agreement”), pursuant to which the Company issued 32,710 shares (the “Second Exchange Shares”) of Common Stock to Streeterville in exchange for an aggregate of 4.2 outstanding shares of Series Q Preferred Stock held by Streeterville (the “Second Exchanged Preferred Shares”). Upon completion of such exchange, the Second Exchanged Preferred Shares were cancelled and retired.

Both the First Exchange Agreement and the Second Exchange Agreement (collectively, the “Exchange Agreements”) include representations, warranties, and covenants customary for a transaction of this type.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in their entirety by the Exchange Agreements, copies of which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The First Exchange Shares and Second Exchange Shares were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 8.01

Other Events.

On June 2, 2026, the Company reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that was adjourned on May 22, 2026. At the Annual Meeting, the Company announced that since it filed on May 29, 2026 a supplement (the “Supplement”) to the definitive proxy statement of the Annual Meeting on Schedule 14A, originally filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (as amended and supplemented, the “Proxy Statement”), to provide additional information to the stockholders regarding certain proposals in the Proxy Statement, the Company decided to further adjourn the Annual Meeting until Monday, June 8, 2026 at 8:30 a.m. Pacific Time to ensure that the stockholders have sufficient time to review and consider such additional information before voting. At that time, the Annual Meeting will be reconvened at the Company’s offices at 200 Pine Street, Suite 400, San Francisco, CA 94104.

The record date for the Annual Meeting remains April 15, 2026. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.

The Company strongly encourages all of its stockholders to read the Company’s Proxy Statement, the Supplement, and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Streeterville Exchange Agreement, dated May 26, 2026

10.2

Streeterville Exchange Agreement, dated June 1, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)