Jaguar Health Inc

This proposal asks shareholders to pre-approve, under Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of the Company's outstanding common stock to C/M Capital pursuant to an equity line of credit (ELOC Agreement) under which C/M Capital could purchase up to $40 million of common stock over time. Management seeks approval to remove the ELOC's 19.99% issuance cap so the Company can draw down additional shares if market conditions and internal approvals permit, while registration and resale rights for C/M Capital are to be provided by a concurrent registration rights agreement. Key commercial mechanics include commitment shares equal to 2% of the offering amount, primary and secondary put requests that set purchase amounts and formulaic discounted pricing, a floor price mechanism, and a beneficial ownership limitation (initially 4.99%, potentially increased by C/M Capital to 9.99% with notice). The Board argues the ELOC gives the Company a reliable, flexible source of capital for working capital and general corporate purposes; the Board also highlights registration obligations and conditions precedent that limit immediate issuance. The material governance concerns and risks for shareholders include substantial dilution (illustrated scenarios show issuance could represent a majority of outstanding shares depending on price), downstream selling pressure as C/M Capital may resell shares received, and price-discounted purchases that may be below market. The ELOC Agreement also preserves Board discretion to not enter or to negotiate alternative terms within 90 days; however, if executed and fully utilized, control and voting power dilution could be significant. The Board recommends a FOR vote, emphasizing access to capital, but shareholders must weigh liquidity and financing needs against dilution and potential adverse market impacts.

This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to permit issuance of more than 19.99% of outstanding common stock to C/M Capital in connection with a private placement (PIPE) that would sell Series P Non-Convertible Preferred Stock (aggregate stated value up to $2.4 million, PIPE purchase price $2.0M) and $72,000 of Commencement Shares or pre-funded warrants. Management seeks approval because the redemption mechanics for Series P (including mandatory and optional redemptions that may result in issuance of common stock) could lead to aggregate common shares issued upon redemption exceeding the 19.99% cap absent stockholder authorization. Key structural terms in the Certificate of Designation include an 8% accruing dividend (payable in cash or in-kind, with in-kind paid in common at a formula tied to Minimum Price), no voting rights, liquidation preference equal to Stated Value plus accrued dividends, non-convertibility, mandatory 10% redemption of Series P using ELOC proceeds, and optional redemption for Liquidation Amount in cash or Redemption Shares subject to beneficial ownership and Redemption Cap protections. The Preferred structure limits direct voting rights but creates potential dilution via Redemption Shares and Dividend-in-kind mechanics; C/M Capital’s beneficial ownership is capped at 4.99% (Maximum Percentage) though mechanics and redemptions could still produce substantial dilution up to illustrated scenarios. The Board argues this financing provides needed capital and flexibility and has included registration rights, while preserving discretion to decline or renegotiate terms before execution. Governance and investor considerations include dilution magnitude, the dividend/in-kind conversion mechanics that may produce additional common issuance, potential selling pressure from new holders, and interplay with the ELOC; shareholders must weigh near-term financing benefits against medium-term dilution and control implications. The Board recommends a FOR vote to secure the financing option while reserving the right not to proceed if terms change.

This proposal asks shareholders to grant the chair discretion to adjourn the Annual Meeting to solicit additional proxies if Proposals 3 and 4 lack sufficient votes at the scheduled meeting time. Management is seeking this authority as a procedural safeguard to permit the Company to continue outreach to stockholders and attempt to obtain the necessary majority approvals for the two non-routine Nasdaq 5635(d) financing proposals without having to hold a separate special meeting, thereby saving time and expense. Granting adjournment authority is common practice for contested or close-vote items and preserves the Board’s flexibility to pursue financing alternatives while continuing to solicit support. From a governance perspective, such adjournments can extend the timeline for decision-making and investor communications and may allow additional information to be provided to investors; however, they may also delay finality and prolong uncertainty for the market. The proposal is discretionary and the chairperson retains authority whether to present it, which concentrates procedural control in meeting leadership. The Board frames the adjournment power as protective of shareholder value by avoiding rushed denials of potentially accretive financing; shareholders should weigh the benefit of efficient solicitation against potential tactical use of adjournments. The Board unanimously recommends a FOR vote to allow time for further solicitation if needed.