aibioJaguar Health adds six-fold stock plan increase ahead of November vote
Tickers JAGX
A proxy supplement filed after a stock dividend explains a six-fold increase in shares available under the 2014 Stock Incentive Plan, which stockholders vote on November 6, 2026.
Key facts
- Company
- Jaguar Health, Inc. (NASDAQ: JAGX)
- News type
- Company Updates
- Primary source
- Jaguar Health, Inc. 8-K (2026-10-28)
In a Form 8-K dated October 27, 2026, Jaguar Health, Inc. (Nasdaq: JAGX) supplemented its definitive proxy statement for a special meeting of stockholders set for November 6, 2026. The company filed the proxy statement with the Securities and Exchange Commission on October 8, 2026. The supplement gives more detail on Proposal 3, which asks stockholders to approve an amendment and restatement of the company's 2014 Stock Incentive Plan. The amendment would raise the number of shares of common stock authorized for issuance under the plan to 378,859. The company says that figure equals 14% of its issued and outstanding common stock on a fully diluted basis as of September 30, 2026.
The supplement does not change any proposal or the board's recommendations described in the proxy statement.
Why the share reserve changed
The supplement follows a special stock dividend. On October 2, 2026, the board declared a one-time dividend of one share of Series R Preferred Stock for each share of common stock outstanding, plus each share issuable on certain warrants and pre-funded warrants with dividend rights. The record date was the close of business on October 13, 2026. Nasdaq set the ex-dividend date at October 16, 2026, and the dividend was paid as of the close of business on October 15, 2026.
Each share of Series R Preferred Stock converts automatically into five shares of common stock on November 2, 2026. Proposal 3 was included in the proxy statement before the dividend was paid, so the 378,859 share figure does not reflect the dividend or the conversion. Without an adjustment, the company says, the share reserve would represent about one-sixth of the proportionate interest in its common stock that it was meant to represent.
To correct that, the Compensation Committee used its sole discretion under Section 4.3 of the 2014 plan and approved a six-fold increase in the shares available for issuance under the plan. The board unanimously approved this share reserve adjustment on October 28, 2026. It takes effect immediately after the special meeting.
Share counts under each outcome
If stockholders approve Proposal 3, the adjustment would leave 2,273,154 shares available under the plan, which is 378,859 shares multiplied by six. The maximum number of shares that could be issued through incentive stock options under Section 422(b) of the Internal Revenue Code would be 163,998, which is 27,333 shares multiplied by six.
If stockholders do not approve Proposal 3, the company says the adjustment would still take effect, leaving 4,260 shares available under the plan, which is 710 shares multiplied by six. The incentive stock option limit would still be 163,998.
Financial position and business
The company's figures show 2025 revenue of $11.5 million, compared with $11.7 million in 2024. Research and development expense rose to $25.0 million in 2025 from $16.5 million in 2024. The net loss was $53.6 million for 2025 and $38.5 million for 2024. Cash from operations was negative $23.7 million in 2025 and negative $29.4 million in 2024.
Year-end cash and cash equivalents were $968,000 for 2025, according to a quarterly report filed August 19, 2026, compared with $8.0 million at year-end 2024. Cash and cash equivalents were $3.8 million at June 30, 2026.
Jaguar develops prescription drugs derived from plants for people with complicated gastrointestinal disease states, in conjunction with its family company Napo Pharmaceuticals, Inc. Napo and Napo Therapeutics, S.p.A. focus on expanding global access to crofelemer and on developing therapies for orphan and rare GI conditions.
What the vote does and does not decide
Stockholders vote on Proposal 3 at the special meeting on November 6, 2026, and the Series R conversion takes place on November 2, 2026, before the meeting. The vote decides less than it appears to: if stockholders say no, the six-fold adjustment still takes effect and leaves 4,260 shares available. Either way, the pool grows by the same factor, which means more shares for awards at a company that lost $53.6 million in 2025 on $11.5 million of revenue and held $3.8 million in cash at June 30, 2026, against cash used in operations of $23.7 million for 2025. The supplement says nothing on how those figures bear on the plan.