Jaguar Health Inc

This proposal asks shareholders to pre-approve, under Nasdaq Listing Rule 5635(d), the issuance of Common Stock that may be issued from time to time upon the Company’s exchange of outstanding Series Q Perpetual Preferred Stock previously issued to two accredited investors. Management seeks this approval because the potential issuance could represent a large percentage of outstanding shares and Nasdaq rules require prior shareholder approval for a 20% issuance at a price below the Minimum Price; without this approval future exchanges could be limited by Rule 5635(d) or require separate shareholder votes. The Series Q shares were issued in privately negotiated exchange agreements in May 2026 in exchange for reductions in outstanding royalty interests, and the Certificate of Designation sets an exchange mechanism (Series Q Exchange Ratio) tied to the lower of certain Nasdaq prices, subject to an exchange cap unless stockholder approval is obtained. The filing discloses that full exchange of the 889.28 outstanding Series Q shares could, depending on the effective Series Q Exchange Price, lead to issuance scenarios that would be highly dilutive (examples in the filing indicate up to roughly 62% of outstanding common shares under certain assumptions). The Board frames approval as necessary to preserve flexibility to effect exchanges at management’s discretion and notes that if approval is not obtained exchanges above the Series Q Exchange Cap would not be permitted until shareholder approval is received. Key shareholder risks are dilution to existing holders’ ownership and potential downward pressure on the market price and EPS; the filing quantifies illustrative exchange outcomes at multiple hypothetical exchange prices. Notably, holders of Series Q Preferred Stock will not be eligible to vote on this proposal under Nasdaq rules. Given these trade-offs the Board unanimously recommends voting FOR to enable the Company to implement the exchange mechanics it negotiated while acknowledging significant dilution risk to current shareholders.

This proposal requests shareholder approval to reprice a set of existing investor warrants (comprised of multiple warrant series issued in 2025–2026) so that each warrant would have a $1.00 exercise price and, upon exercise, holders would also receive Conversion Shares attributable to a previously paid Series O Preferred Stock dividend. Management’s stated rationale is to induce holders to exercise the warrants (including via a cashless exercise mechanism and a shortened expiration tied to the stockholder approval date), thereby eliminating an overhang that could hamper the Company’s ability to pursue strategic alternatives and potentially improve marketability of the stock. The Company discloses the types of warrants involved (Bridge Financing Warrants, Bridge Extension Warrants, 2025 RDO Warrants, and January 2026 Warrants) and that certain insider-held warrants are excluded from the repricing. The filing quantifies the maximum shares issuable upon exercise (including conversion shares) at up to 745,354 shares representing about 13.3% of outstanding common stock as of the record date, and explains that because the repriced exercise price would be below the Minimum Price under Nasdaq rules, stockholder approval is required under Rule 5635(d). Management argues approval would (i) enable the Warrant Amendments to take effect, (ii) likely generate cash proceeds if warrants are exercised for cash, and (iii) prevent aggregation with other sub-Minimum Price issuances for the Rule 5635(d) six-month aggregation window. The primary countervailing considerations for shareholders are dilution risk, the potential for immediate selling pressure if exercised shares are sold into the market, and the fact that repricing materially increases the economic value of warrants that previously were out-of-the-money. The Board unanimously recommends FOR because it believes exercise of the warrants will reduce uncertainty and overhang that could impede strategic transactions and enhance stockholder value opportunities, while acknowledging dilution risk.

This proposal seeks shareholder approval to amend and restate the Company’s existing 2014 Stock Incentive Plan to increase the Share Reserve to an amount equal to 14% of the issued and outstanding Common Stock on a fully diluted basis as of September 30, 2026, with annual evergreen increases (subject to Board discretion) and an ISO cap of 410,000 shares. Management says the increase is necessary to continue granting equity awards that the Board believes are essential to attract, retain, and motivate employees, consultants and non-employee directors and to support succession and compensation strategies; the filing notes that, based on current grant rates, the plan could run out of shares as soon as Q3 2026 if not increased. The proposal is also tied to technical requirements: shareholder approval is required for incentive stock options to meet IRC Section 422 requirements and to meet Nasdaq listing rules for equity plan grants. From a shareholder-value perspective, equity plan expansions are trade-offs: they support recruiting and retention and can align management’s incentives with long-term value creation, but they also create dilution and potential downward pressure on per-share metrics. The plan contains standard governance features (Compensation Committee administration, limits on transferability, adjustment provisions for corporate events, and anti-dilution mechanics) and an evergreen provision that automatically increases the reserve each year unless the Board acts otherwise. The Board unanimously recommends FOR, framing the amendment as necessary operational infrastructure to preserve the Company’s compensation program and compliance, while acknowledging dilution risk to existing shareholders.

This is a procedural but material governance proposal asking shareholders to authorize the meeting chair or a majority of holders present to adjourn the Special Meeting, if needed, to solicit additional proxies to obtain approval for Proposals 1–3. Management seeks this authority as a pragmatic mechanism to avoid having to reconvene a separate meeting or to incur additional administrative burden if quorum or vote thresholds are not met at the scheduled meeting time. Effectively, a FOR vote gives the Board flexibility and additional time to engage with stockholders and solicit support; a vote AGAINST could limit the Company’s ability to continue solicitation and may force an operational pause or separate meeting. While the proposal does not change substantive corporate rights, it can materially affect the likelihood that Proposals 1–3 will ultimately be approved because it permits continued outreach to sway undecided holders. The filing notes the chair will have discretion whether to submit the adjournment proposal at the meeting and that approval requires a majority of votes cast (excluding abstentions and broker non-votes) by holders present in person or by proxy. In sum, the proposal is a standard but important procedural measure that reduces the risk that the Company cannot secure needed approvals due to shortfalls in votes on the other, substantive proposals; the Board unanimously recommends FOR.