Jaguar Health, Inc. 8-K

What Happened
Jaguar Health, Inc. reconvened its 2026 Annual Meeting on June 8, 2026 (previously adjourned May 22 and June 2). Stockholders approved five proposals, including the election of a Class II director, ratification of the company’s auditor, and two Nasdaq Rule 5635(d) approvals to permit issuance of more than 19.99% of outstanding common stock to C/M Capital under planned securities purchase agreements. As of the record date (April 15, 2026) there were 14,044,277 shares entitled to vote; 7,169,152 shares were represented at the meeting.

Key Details

• Director elected: John Micek III — For: 3,967,085; Withheld: 240,944; Broker non-votes: 2,961,123.
• Auditor ratified: RBSM LLP — For: 6,898,326; Against: 238,443; Abstained: 32,383.
• Approval (ELOC Agreement) under Rule 5635(d): For: 3,891,273; Against: 291,441; Abstained: 25,315; Broker non-votes: 2,961,123.
• Approval (Preferred Stock Purchase Agreement / Series P) under Rule 5635(d): For: 3,846,847; Against: 336,712; Abstained: 24,470; Broker non-votes: 2,961,123.
• Adjourn authority to solicit additional proxies: For: 3,928,027; Against: 258,049; Abstained: 21,953; Broker non-votes: 2,961,123.
• Company furnished a press release on June 8, 2026 (Exhibit 99.1) announcing the results.

Why It Matters
The shareholder approvals clear the way for Jaguar Health to enter two securities purchase agreements with C/M Capital (within 90 days) that could each result in issuance of more than 19.99% of the company’s outstanding common shares — a level that could meaningfully dilute existing holders and change ownership percentages. Investors should watch for follow‑up filings (new 8-Ks or registration statements) that disclose the exact terms, pricing, share counts and potential dilution. Ratifying the auditor provides continuity for financial reporting, and the board composition remains as reflected by the election of John Micek III.