Jaguar Health Inc

This management proposal asks stockholders to approve the Tenth Amendment to the Company’s Certificate of Incorporation to increase authorized voting Common Stock from 298 million to 500 million shares (and total authorized shares to 554,475,074). Management is seeking this approval to ensure the company has sufficient authorized shares to convert recently issued Series O Preferred Stock, to pursue future equity financings or debt-for-equity exchanges, to grant equity incentive awards, and to retain strategic flexibility for potential acquisitions or other corporate actions. The board framed the request in light of Nasdaq listing uncertainty and the expected conversion of the Series O Preferred by year-end, and so is seeking approval under both the Votes Cast Standard and the Majority of Outstanding Standard to maximize future filing flexibility. The filing and vote mechanics reflect Delaware law (Section 242) and the company’s view that the increase is not intended to change existing stockholder rights materially but will enable capital-raising and operational flexibility. The board cautions that issuance of the additional shares, if and when made, will be dilutive to existing stockholders’ percentage ownership and could be used to affect change-of-control dynamics, though management asserts no such specific takeover defense is intended. The board also reserves the right to abandon the amendment prior to filing if it determines it is not in stockholders’ best interests, and it will only file the amendment when conditions (including any applicable listing requirements) permit. Approval will be sought under two voting standards to address the possibility that our Common Stock may or may not be listed on a national securities exchange at the time of any filing, preserving the board’s ability to act. Overall, the proposal is a governance-level request to expand the issuance capacity of the company to support financing and strategic flexibility, balanced against dilution risks and potential anti-takeover effects; the board recommends voting FOR because it believes the benefits of flexibility and ability to implement imminent conversions and financings outweigh the dilution risks.

This management proposal requests stockholder approval to amend the Certificate of Incorporation to permit the board, in its discretion, to implement a First Reverse Stock Split at a ratio anywhere between 1-for-15 and 1-for-150 within one year of approval. Management seeks this authority primarily to address Nasdaq listing concerns stemming from a sustained bid-price deficiency and to increase the per-share market price to potentially attract institutional investors and reduce certain costs associated with low-priced listings. The board argues that giving itself discretion over the exact ratio and timing allows it to respond to market conditions and company performance to maximize any potential benefit while avoiding unnecessarily large splits if not required. The company has previously effected multiple reverse splits and recognizes that such actions do not guarantee improved market capitalization or sustained higher prices; management explicitly discloses risks including negative investor perception, potential post-split price declines, and greater percentage declines after a split. Because Delaware law allows certain amendments to be approved under a Votes Cast Standard if shares are exchange-listed, and because Nasdaq status is uncertain, the company seeks approval under both the Votes Cast and Majority of Outstanding standards to preserve flexibility. If approved only under the Votes Cast Standard and the stock is not listed when the board chooses to file, the board could be prevented from effecting the split and would have to seek further approval. The board also reserves the unilateral right to abandon the split before filing if it determines it is not in stockholders’ best interests. In sum, the proposal is a tactical governance tool intended to give the board optionality to pursue a reverse split to address listing and marketability issues, while acknowledging substantial execution and market risks; the board recommends voting FOR.

This management proposal asks stockholders to authorize a Second Reverse Stock Split that, if exercised by the board, would occur after (or concurrent with the implementation window for) the First Reverse Stock Split and would itself be at a ratio between 1-for-15 and 1-for-150. The stated rationale is to provide the board with additional flexibility to adjust the company’s share count and per-share price in response to market conditions following any First Reverse Stock Split, recognizing that the board may not be able to select an optimal single ratio upfront. The company discloses that if both reverse splits are exercised they could aggregate to a very large cumulative ratio (up to 1:22,500), amplifying both potential benefits to listing status and market price and the potential dilution-control/anti-takeover consequences of leaving authorized shares unchanged. The board again emphasizes the discretionary nature of the authority and reserves the right to abandon either split before filing if it determines it is not in stockholders’ best interests. Management frames the split(s) as measures to increase marketability, reduce certain listing costs, and broaden institutional interest, but also warns that reverse splits can be perceived negatively and do not assure increased market capitalization. The proposal is being submitted under both Votes Cast and Majority of Outstanding standards because Nasdaq listing status may be uncertain at the time of any filing. Ultimately the board recommends FOR, viewing the incremental optionality to implement a second split as valuable for tactical post-first-split adjustments while acknowledging material execution and market risks.

This management proposal seeks stockholder authorization under Nasdaq Listing Rule 5635(d) to permit the Company to issue shares of Common Stock upon exchange of the outstanding Streeterville Note under Section 3(a)(9) of the Securities Act without seeking further shareholder approval for each exchange. The company entered the note purchase agreement in November 2025 (original principal $10.81 million) and amended it in March 2026; as of March 12, 2026 the outstanding balance was approximately $7.06 million. Rule 5635(d) requires shareholder approval prior to a 20% Issuance at a price that is less than the Minimum Price; by obtaining this approval management aims to avoid later aggregation issues and uncertainty (including aggregation of a prior exchange with subsequent private placements within six months). The filing discloses the potential dilutive magnitude (for example, at a $0.10 exchange price the full exchange could yield ~70.6 million shares) and explains that the exchange price will be set at the Minimum Price on the agreement date, which can materially change dilution. The required vote is a majority in voting power of shares voting affirmatively or negatively (excluding abstentions and broker non-votes), and the board recommends FOR to preserve capital-raising flexibility and compliance with Nasdaq rules. The board also notes that approval will eliminate the need for separate shareholder votes for future exchanges and that failure to obtain approval could complicate or limit the company’s ability to consummate certain exchanges or financings. Investors should weigh the immediate practical benefits of operational flexibility against the demonstrated dilution risk and potential market impact of a substantial issuance of shares upon exchange.

This management proposal seeks a standard procedural authorization to adjourn the Special Meeting one or more times to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the other proposals. Management seeks this power to ensure that the company can obtain the necessary vote thresholds (which for certain proposals require either the Votes Cast Standard or a Majority of Outstanding) without convening a separate special meeting, saving time and expense. The company notes that Proposal 1–3 are being submitted under dual vote standards because Nasdaq listing status may be uncertain, which increases the importance of being able to continue solicitation if initial votes are inadequate. The filing explains quorum and broker voting rules, and discloses that Proposal 5 is viewed as a routine matter for brokers’ discretionary voting. While adjournment permits broader solicitation, it imposes additional costs and delays and gives management more time to influence the outcome through solicitation. The board recommends FOR, viewing adjournment authority as a pragmatic mechanism to secure necessary approvals in a situation where vote thresholds or quorum issues could otherwise prevent action.