Jaguar Health, Inc. 8-K

What Happened
Jaguar Health, Inc. announced that its board declared a special one-time dividend of Series O Convertible Preferred Stock equal to one‑tenth (1/10) of a share of Series O Preferred for each outstanding share of voting common stock and for shares issuable upon exercise of certain warrants (Eligible Warrants). The Record Date is March 2, 2026 and the Preferred Stock Dividend is expected to be paid as of the close of business on March 4, 2026. The company will file a Certificate of Designation for the Series O Preferred Stock with the Delaware Secretary of State before issuance.

Key Details

• Dividend amount: 0.1 share of Series O Preferred Stock per outstanding common share and per share issuable upon certain warrants; Eligible Warrants in aggregate equal 2,400,765 common shares with dividend rights.
• Conversion timeline: Company may optionally convert all Series O Preferred into common shares any time before Dec 31, 2026; if not converted earlier, automatic conversion occurs on Dec 31, 2026.
• Conversion mechanics: Conversion Shares are determined by a Conversion Ratio using a Stated Value divided by a Conversion Price; the Conversion Price equals the “Minimum Price” (lower of prior day’s close or 5‑day average). No fractional common shares on conversion — cash paid for final fractions.
• Limits and substitutes: Issuance of Conversion Shares is limited so no holder exceeds a 19.99% beneficial ownership cap (Maximum Percentage); if needed, the company may issue pre‑funded warrants instead of shares to stay under the cap.
• Rights and market: Series O may be issued in 1/10 share fractions, cannot be transferred without company consent, carry no dividend rights, generally have no voting rights (one vote per 0.1 share only where holders vote), have a $0.0001 per‑share liquidation preference, and are not expected to have any trading market or listing.

Why It Matters
For investors, this action creates potential future dilution because Series O Preferred Stock can convert into common shares (subject to the 19.99% cap and conversion formula tied to market price). The timing is explicit: March 2 record date and expected issuance on March 4, 2026, with conversion no later than Dec 31, 2026. Series O shares will not be tradable and have limited economic rights (no dividends, minimal liquidation preference), so holders of Series O (including warrant holders who receive them) will mainly have a conversion option into common stock rather than a liquid, dividend‑paying security. Investors trading around the record and payment dates should check entitlement with their broker. The company also filed supplemental risk factors related to this dividend.