Monitor the November 6 special meeting outcome; if Proposal 3 and related proposals pass, expect massive dilution and potential further stock price decline. The prior meeting failed due to lack of quorum, so turnout is critical. Watch for Nasdaq listing compliance risk given the reverse split authorization.
How the stock moved after the report
⚠ Clustered BEARISH VIEWSTOCK BELOW ENTRY AT T+1- T+0 · Oct 29 $2.04entry
- T+1 · 6d ago −20.59%α −18.82% · $1.62
- T+4 · todayOpen
- T+5 · in 11h Pending
- T+20 · in 22d Pending
- T+60 · in 3mo Pending
Price Chart
REPLAYWatch the reaction play outHow similar events traded
Executive Summary
Jaguar Health filed supplemental proxy materials ahead of its November 6, 2026 special meeting, disclosing that the board approved a six-fold increase in the share reserve under the 2014 Stock Incentive Plan to offset dilution from a Series R Preferred Stock dividend. If Proposal 3 passes, the plan will have 2,273,154 shares available (up from 378,859), maintaining the intended 14% of fully diluted shares. This filing underscores severe financial distress and massive potential dilution for existing holders.
Key Financial Metrics
Key Facts
- Special meeting scheduled for November 6, 2026 to vote on six proposals including a 14% equity incentive plan increase.
- Board approved a six-fold increase in the 2014 Plan share reserve on October 28, 2026, effective after the meeting.
- If Proposal 3 passes, shares available under the plan increase to 2,273,154 (from 378,859).
- Series R Preferred Stock dividend paid October 15, 2026, with automatic conversion into common stock at 5:1 ratio on November 2, 2026.
- Market cap is $17M; the company has executed eight prior reverse splits and a prior special meeting failed due to lack of quorum.
- Proposals include authorizing ~65% of outstanding stock issuance to CVP affiliates, repricing warrants, reverse split up to 1-for-150, and lowering ELOC floor price from $16.50 to $1.10.
Financial Impact
Potential dilution of up to 65% of outstanding common stock via CVP affiliates, plus 2,273,154 new shares under the equity plan (14% of fully diluted shares), plus Series R conversion at 5:1 ratio.
Risk Factors
- Massive dilution from multiple concurrent equity actions (CVP issuance, warrant repricing, equity plan increase, Series R conversion).
- Risk of delisting if reverse split not approved or Nasdaq requirements not met.
- Prior special meeting failed due to lack of quorum, creating uncertainty about proposal passage.
- Extreme financial distress with $17M market cap and repeated capital raises.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001193125-26-437038 |
| Document: 0001193125-26-437038-index-headers.html | 0001193125-26-437038 |
| Document: 0001193125-26-437038-index.html | 0001193125-26-437038 |
| Document: 0001193125-26-437038.txt | 0001193125-26-437038 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Nov 3, 2026 1d ago | S-3/A | $0.5575 | awaiting T+60 | awaiting T+60 | $0.4988 (+10.53%) |
Nov 3, 2026 1d ago | 8-K | $0.5575 | awaiting T+60 | awaiting T+60 | $0.4988 (−10.53%) |
Oct 29, 2026 6d ago | DEFA14A | $2.04 | awaiting T+60 | awaiting T+60 | $0.4988 (+75.55%) |
Oct 28, 2026 7d ago | 8-K | $2.04 | awaiting T+60 | awaiting T+60 | $0.4988 (−75.55%) |
Oct 22, 2026 13d ago | S-3 | $2.04 | awaiting T+60 | awaiting T+60 | $0.4988 (+75.55%) |
Oct 8, 2026 27d ago | DEF 14A | $4.79 | awaiting T+60 | awaiting T+60 | $0.4988 (+89.59%) |
Oct 5, 2026 4w ago | 8-K | $4.73 | awaiting T+60 | awaiting T+60 | $0.4988 (+89.45%) |
Sep 28, 2026 5w ago | 8-K | $6.02 | awaiting T+60 | awaiting T+60 | $0.4988 (+91.71%) |
Sep 24, 2026 5w ago | SC 13G/A | $7.70 | awaiting T+60 | awaiting T+60 | $0.4988 (+93.52%) |
Sep 24, 2026 5w ago | 424B5 | $7.06 | awaiting T+60 | awaiting T+60 | $0.4988 (+92.93%) |
US Market Status
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