The massive dilution from the Series R Preferred Stock dividend is a defensive anti-dilution measure that will result in massive dilution of ~83% of current float within 3 weeks. The simultaneous 3-month payment extensions on $30.22M of debt obligations signals the company's cash constraints. The dividend is designed to reward existing holders but the conversion mechanics create a near-term overhang of 11.4M shares. Monitor for any additional ATM sales between record date and conversion date, and any announcement of a strategic transaction that could trigger the Series P repurchase of Series P Preferred Stock.
Price Chart
Executive Summary
Jaguar Health declared a special one-time dividend of Series R Convertible Preferred Stock, with each share converting into 5 common shares on November 2, 2026. This dividend is intended to provide dilution protection as the company evaluates strategic alternatives. Simultaneously, Jaguar extended payment obligations on two $12M royalty interests and a $6.22M secured note from October 1, 2026 to January 1, 2027, signaling ongoing cash constraints.
Key Facts
- Special dividend of 1 share of Series R Preferred Stock per common share and per eligible warrant (up to 142,535 shares) to holders of record on October 13, 2026.
- Series R Preferred Stock automatically converts into 5 shares of common stock on November 2, 2026.
- Maximum of 11,406,235 shares of common stock issuable upon conversion, representing up to 11,406,235 shares of common stock.
- Assuming 2,281,247 shares of Series R Preferred Stock outstanding (assuming 2,138,712 common shares + 142,535 warrants fully exercised).
- Conversion of Series R Preferred Stock could represent approximately 83.3% of outstanding common stock immediately following conversion date (after giving effect to conversion and assuming full exercise of eligible warrants).
- Royalty payments on two $12 million royalty interests (Uptown 2020 and Streeterville 2022) extended from October 1, 2026 to January 1, 2027.
- Monthly royalty payment minimum $750,000 per month starting January 1, 2027.
- Maturity of $6,220,812.50 secured note extended from October 1, 2026 to January 1, 2027.
- C/M Capital Master Fund consented to the dividend and authorization of Series R Preferred Stock in exchange for a repurchase of Series P Preferred Stock upon any Fundamental Transaction.
- Company has up to $9,824,188 remaining available under the ATM program as of September 24, 2026.
- Company is evaluating strategic alternatives including a planned NDA filing for crofelemer for MVID in mid-2027.
Financial Impact
Potential dilution of up to 11,406,235 shares (approx. 83.3% of current float) upon conversion of Series R Preferred Stock on November 2, 2026. Debt obligations of $30.22 million (two $12M royalty interests + $6.22M note) extended by 3 months.
Risk Factors
- Massive dilution of ~83% of current float upon conversion of Series R Preferred Stock on November 2, 2026.
- Cash constraints evidenced by 3-month payment extensions on $30.22M of debt obligations.
- Potential for additional dilution from ATM sales between record date and conversion date.
- Uncertainty around the ex-dividend date and trading implications for investors.
- No established trading market for Series R Preferred Stock.
Investment Themes
Documents Analyzed
This report is based on 11 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-413233 |
| Document: d183888dex31.htm | 0001193125-26-413233 |
| Document: d183888dex992.htm | 0001193125-26-413233 |
| Document: d183888dex101.htm | 0001193125-26-413233 |
| Document: d183888dex43.htm | 0001193125-26-413233 |
| Document: d183888dex42.htm | 0001193125-26-413233 |
| Document: d183888dex41.htm | 0001193125-26-413233 |
| Document: d183888dex991.htm | 0001193125-26-413233 |
| Document: 0001193125-26-413233-index-headers.html | 0001193125-26-413233 |
| Document: 0001193125-26-413233-index.html | 0001193125-26-413233 |
| Document: 0001193125-26-413233.txt | 0001193125-26-413233 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | S-3 | $2.04 | awaiting T+60 | — | $2.22 (−9.07%) |
Oct 8, 2026 18d ago | DEF 14A | $4.79 | awaiting T+60 | — | $2.22 (+53.55%) |
Oct 5, 2026 22d ago | 8-K | $4.73 | awaiting T+60 | — | $2.22 (+52.96%) |
Sep 28, 2026 29d ago | 8-K | $6.02 | awaiting T+60 | — | $2.22 (+63.04%) |
Sep 24, 2026 4w ago | SC 13G/A | $7.70 | awaiting T+60 | — | $2.22 (+71.10%) |
Sep 24, 2026 4w ago | 424B5 | $7.06 | awaiting T+60 | — | $2.22 (+68.48%) |
Sep 24, 2026 4w ago | 8-K | $7.06 | awaiting T+60 | — | $2.22 (+68.48%) |
Sep 21, 2026 5w ago | 8-K | $34.46 | awaiting T+60 | — | $2.22 (−93.54%) |
Sep 15, 2026 5w ago | 8-K | $0.2246 | awaiting T+60 | — | $2.22 (−890.65%) |
Sep 3, 2026 7w ago | 424B5 | $10.41 | awaiting T+60 | — | $2.22 (+78.63%) |
US Market Status
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