Jaguar Health Inc

Proposal 1 asks stockholders to authorize the issuance of Common Stock upon the Company’s discretionary exchange of outstanding Series Q Preferred Stock. The preferred stock was issued to Uptown Capital, LLC and Streeterville Capital, LLC in exchange for reductions of royalty-interest obligations. The exchange ratio is based on a $25,000 stated value per preferred share divided by a market-based exchange price, subject to adjustment for corporate actions. Nasdaq Rule 5635(d) requires stockholder approval because the potential issuance can exceed 20% of outstanding shares and may occur below Nasdaq’s Minimum Price. The filing estimates that full exchange of 897.37 Series Q shares could produce 70,348,855 Common Shares before the September 2026 reverse split, although actual issuance depends on future exchange prices and the Company’s election to exchange. Approval would remove the Series Q Exchange Cap and allow future exchanges without additional stockholder authorization. Failure to approve would prevent issuance above the cap unless approval is later obtained, limiting the Company’s ability to use the exchange mechanism. Management acknowledges substantial potential dilution, reduced voting influence for existing holders, possible book-value and earnings-per-share dilution, and potential downward pressure on the stock price. The board unanimously recommends voting FOR because approval is necessary to preserve the Company’s contractual exchange rights and comply with Nasdaq requirements.

Proposal 2 asks stockholders to approve repricing four groups of Investor Warrants to a uniform $1.00 exercise price. The affected warrants cover up to 4,052 shares and currently carry exercise prices between $525.00 and $3,996.60 per share. The amendments would also permit cashless exercise and shorten the expiration date to the 30th day after stockholder approval. The warrants include Bridge Financing, Bridge Extension, 2025 RDO, and January 2026 warrants, while insider-held portions are excluded from the proposed repricing. Exercise would also entitle holders to Series O Conversion Shares, producing a maximum estimated issuance of 49,690 shares including additional placement-agent warrants. Management says the repricing is intended to induce exercise, eliminate a prospective dilution overhang, and improve the Company’s ability to pursue strategic alternatives. Approval is required under Nasdaq Rule 5635(d) because the repriced exercise price is below the applicable Minimum Price and potential issuances may be aggregated with other transactions. If rejected, the amendments become void, original prices and expiration dates remain in place, and management considers exercise unlikely at prevailing market prices. The filing highlights dilution, possible stock-price pressure, and reduced ownership influence for current stockholders, but also notes that approval could generate cash exercise proceeds. The board unanimously recommends voting FOR.

Proposal 3 seeks approval of an amended and restated 2014 Stock Incentive Plan. The amendment would set the aggregate share reserve at 14% of fully diluted Common Stock as of September 30, 2026, counting the plan shares in the denominator. The plan also retains an annual evergreen increase of up to 5% of prior-year outstanding shares through January 1, 2036, unless the board reduces or eliminates the increase. As of September 15, 2026, only 710 shares were reportedly available for future awards, while 653 shares were subject to outstanding awards. Management states that the plan could run out of shares as early as the third quarter of 2026 without the increase. The board argues that additional equity capacity is important for attracting, retaining, and motivating employees, senior management, advisors, consultants, and nonemployee directors. Stockholder approval is also sought to preserve incentive-stock-option treatment under the Internal Revenue Code and comply with Nasdaq listing requirements. The proposal authorizes options, restricted stock, and RSUs, with a maximum of 27,333 shares issuable through incentive stock options. The filing notes that future grants are discretionary, so the amount any participant may receive cannot currently be determined. The board unanimously recommends voting FOR because it views continued equity-compensation capacity as material to compensation strategy and succession planning.

Proposal 4 asks stockholders to authorize, but not require, a reverse stock split ranging from 1-for-2 to 1-for-150. The board would choose the exact ratio and timing and announce it by the one-year anniversary of approval, without returning to stockholders. The proposal is being submitted under both a votes-cast standard and a majority-of-outstanding standard to preserve flexibility if Nasdaq listing status changes. Management says a higher share price could improve marketability, liquidity, institutional-investor appeal, and compliance with exchange requirements. The Company also links the proposal to potential strategic transactions that may require satisfaction of Nasdaq’s $4.00 initial-listing bid-price criterion. A reverse split would not reduce authorized shares proportionately, increasing the board’s relative ability to issue authorized but unissued stock without further approval. The filing expressly warns that the split may not increase the market price proportionately, may reduce market capitalization, may fail to improve liquidity, and may amplify percentage declines. Fractional shares would be paid in cash, and outstanding options and convertible securities would be adjusted under their terms. The board may abandon the split before effectiveness, and the authority expires if unused within one year. The board unanimously recommends voting FOR.

Proposal 5 asks stockholders to approve lowering the Floor Price in the Company’s June 9, 2026 equity line of credit with C/M Capital. The ELOC provides for up to $40 million of committed purchases through fixed, VWAP, and additional VWAP purchases, subject to contractual conditions. The current $16.50 Floor Price prevents fixed and VWAP purchases on days when the closing price is below that amount. Because the Common Stock closed at $2.75 on September 17, 2026, management says the existing floor makes use of the facility unlikely. The proposed replacement amount remains blank in the preliminary filing, so the precise threshold is not specified. Management argues that lowering the floor would restore flexibility to access capital during periods of depressed share prices. The filing acknowledges that sales under the ELOC could materially dilute existing holders and potentially increase price volatility or downward pressure. If rejected, the $16.50 floor remains and the Company may be unable to use the facility for capital raising under prevailing conditions. The proposal had been preceded by stockholder approval of the broader ELOC issuance proposal at the 2026 Annual Meeting. The board unanimously recommends voting FOR.

Proposal 6 asks stockholders to approve Common Stock issuances to Joshua Mailman and his affiliates upon full exercise of specified common warrants and pre-funded warrants. The approval is sought under Nasdaq Rules 5635(b) and 5635(d), addressing potential change of control and 20% issuances below the Nasdaq Minimum Price. The warrants arose from Bridge Financing, Bridge Extension, January 2026 financing, Series O dividend rights, and a September 2026 pre-funded warrant issued in connection with Mr. Mailman’s acquisition of Napo Therapeutics shares. Full exercise is estimated to issue 149,888 shares, including 139,415 warrant shares and 10,472 Conversion Shares. Based on the filing’s adjusted share count, that issuance could result in Mailman and affiliates owning approximately 27.8% of the Company and becoming the largest ownership position. Approval would require amendments removing specified beneficial-ownership caps before the relevant exercises. Failure to approve would block issuances to the extent they trigger the Nasdaq thresholds, limiting exercise of the warrants. Management recognizes dilution, reduced influence for existing stockholders, and possible adverse effects on book value, earnings per share, and market price. The shares originally issued in the relevant transactions to Mailman and affiliates are excluded from voting on this proposal. The board unanimously recommends voting FOR.

Proposal 7 asks stockholders to authorize one or more adjournments of the Special Meeting if additional proxies are needed. The stated purpose is to solicit votes in favor of Proposals 1 through 6. The adjournment may be made without separate notice beyond an announcement at the meeting. Either the meeting chair or the requisite holders present and entitled to vote may approve an adjournment, whether or not a quorum exists. The chair has discretion whether to submit the proposal to stockholders. The proposal is treated as routine, allowing brokers to vote uninstructed shares in their discretion. Approval could give management additional time to obtain support for transactions involving preferred-stock exchange issuance, warrant changes, equity compensation, reverse split authority, the ELOC, and Mailman-affiliated warrants. Opponents could view the proposal as facilitating passage of substantive measures without immediate resolution, although the filing does not present a separate opposition case. The board recommends FOR to preserve flexibility if vote totals are insufficient at the scheduled meeting. The filing’s recommendation section contains a numbering error referring to Proposal 6 rather than Proposal 7, but the substantive proposal is clearly the adjournment request.