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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2025
JAGUAR HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36714 | 46-2956775 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 Pine Street, Suite 400 San Francisco, California |
94104 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 371-8300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, Par Value $0.0001 Per Share | JAGX | The Nasdaq Capital Market |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 19, 2025, Jaguar Health, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders of the Company. Seven proposals were submitted to and approved by the Company’s stockholders. The proposals are described in details in the Company’s proxy statement. The final results for the votes regarding each proposal are set for below.
| 1. | Proposal to elect three Class I directors to the Company’s board of directors to hold office for a three-year term until the annual meeting of stockholders in 2028 and until their respective successors are elected and qualified. The votes regarding this proposal were as follows: |
| For | Withheld | Broker Non- Votes |
||||||||||
| James J. Bochnowski |
359,092 | 21,757 | 425,060 | |||||||||
| Lisa A. Conte |
357,147 | 23,702 | 425,060 | |||||||||
| Jonathan B. Siegel |
361,236 | 19,613 | 425,060 | |||||||||
| 2. | Proposal to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- |
|||
| 778,506 |
13,484 |
13,919 |
0 |
| 3. | Proposal to approve an amendment and restatement of the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2014 Plan by 307,670 shares and extend the remaining term of the 2014 Plan to ten years, was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- |
|||
| 322,980 |
50,775 |
7,094 |
425,060 |
| 4. | Proposal to approve, for purposes of Nasdaq Listing Rule 5635(d) (“Rule 5635(d)”), the issuance of shares of Common Stock issuable upon exchange of shares of the Series L Perpetual Preferred Stock, par value $0.0001 per share (the “Series L Preferred Stock”) issued to certain accredited investors, was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- |
|||
| 321,407 |
44,749 |
14,693 |
425,060 |
| 5. | Proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of shares of Common Stock issuable upon exchange of shares of the Series M Perpetual Preferred Stock, par value $0.0001 per share (the “Series M Preferred Stock”) issued to certain accredited investors, was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- |
|||
| 321,358 |
43,522 |
15,969 |
425,060 |
| 6. | Proposal to approve, for purposes of Nasdaq Listing Rules 5635(c) and 5635(d), the issuance of up to an aggregate of 1,409,732 shares of Common Stock upon conversion of certain of the 6% convertible promissory notes and exercise of related warrants to purchase shares of Common Stock issued by the Company pursuant to the note exchange and warrant purchase agreements, dated June 24, 2025, between the Company and the purchasers named therein, was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- |
|||
| 330,741 | 42,897 | 7,211 | 425,060 |
| 7. | Proposal to approve a proposal to grant discretionary authority for the Company to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve proposals 3, 4, 5 and 6, was approved by the stockholders by the following vote: |
| For |
Against |
Abstained |
Broker Non- |
|||
| 335,349 | 37,164 | 8,336 | 425,060 |
| Item 7.01. | Regulation FD Disclosure. |
On August 19, 2025, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description |
|
| 99.1 | Press Release, dated August 19, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JAGUAR HEALTH, INC. | ||
| By: | /s/ Lisa A. Conte |
|
| Name: | Lisa A. Conte | |
| Title: | Chief Executive Officer & President | |
Date: August 19, 2025
Exhibit 99.1
Jaguar Health Reports Approval of All Proposals at August 2025 Annual Meeting of Stockholders
Jaguar CEO Lisa Conte presenting August 20 at Emerging Growth Conference to provide updates on near-term catalysts; Click here to register
As announced, initial proof-of-concept results from the ongoing investigator-initiated trial in Abu Dhabi show crofelemer reduced the required total parenteral nutrition in the first participating microvillus inclusion disease (MVID) patient by up to 27% and in the first participating short bowel syndrome (SBS-IF) patient by up to 12.5%; FDA meeting resulted in planned Jaguar regulatory pathway to complete supplemental NDA strategy for crofelemer for patients with metastatic breast cancer, a population meeting orphan definition in US
Company strategy: Seek business development partnerships for license to develop and commercialize Jaguar’s orphan indication products, resulting in non-dilutive funding for Jaguar
San Francisco, CA (August 19, 2025): Jaguar Health, Inc. (NASDAQ: JAGX) (“Jaguar” or the “Company”) today announced the voting results of the Company’s Annual Meeting of Stockholders held on August 19, 2025 (the “Annual Meeting”).
Seven proposals were submitted to and approved by the stockholders of the Company at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A relating to the Annual Meeting and supplemental information filed with the Securities and Exchange Commission on July 21, 2025 and as amended on August 6, 2025. Stockholders may obtain a free copy of the proxy statement and other documents filed by Jaguar with the SEC at http://www.sec.gov. The proxy statement is also available on the Company’s corporate website.
About the Jaguar Health Family of Companies
Jaguar Health, Inc. (Jaguar) is a commercial stage pharmaceuticals company focused on developing novel proprietary prescription medicines sustainably derived from plants from rainforest areas for people and animals with gastrointestinal distress, specifically associated with overactive bowel, which includes symptoms such as chronic debilitating diarrhea, urgency, bowel incontinence, and cramping pain. Jaguar family company Napo Pharmaceuticals (Napo) focuses on developing and commercializing human prescription pharmaceuticals for essential supportive care and management of neglected gastrointestinal symptoms across multiple complicated disease states. Napo’s crofelemer is FDA-approved under the brand name Mytesi® for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar family company Napo Therapeutics is an Italian corporation Jaguar established in Milan, Italy in 2021 focused on expanding crofelemer access in Europe and specifically for orphan diseases. Jaguar Animal Health is a Jaguar tradename. Magdalena Biosciences, a joint venture formed by Jaguar and Filament Health Corp. that emerged from Jaguar’s Entheogen Therapeutics Initiative (ETI), is focused on developing novel prescription medicines derived from plants for mental health indications.
For more information about:
Jaguar Health, visit https://jaguar.health
Napo Pharmaceuticals, visit www.napopharma.com
Napo Therapeutics, visit napotherapeutics.com
Magdalena Biosciences, visit magdalenabiosciences.com
Canalevia-CA1, visit canalevia.com
Visit the Make Cancer Less Shitty patient advocacy program on Bluesky, X, Facebook & Instagram
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” These include statements regarding Jaguar’s expectation that Jaguar management will present at the August 2025 Emerging Growth Conference, and statements regarding Jaguar’s planned regulatory pathway to complete a supplemental NDA for crofelemer for patients with metastatic breast cancer. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to several risks, uncertainties, and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar’s control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Source: Jaguar Health, Inc.
Contact:
hello@jaguar.health
Jaguar-JAGX