Jaguar Health Series R preferred stock converts to common shares

Jaguar Health, Inc. has disclosed that its Series R Convertible Preferred Stock will convert into common stock at a five-to-one ratio, a move the company states will result in significant dilution for existing shareholders who do not hold the preferred shares. The conversion is set to occur on November 2, 2026, under terms detailed in a Certificate of Designation filed as an exhibit to a Current Report on Form 8-K submitted to the U.S. Securities and Exchange Commission on October 5, 2026.

The company’s board of directors established October 13, 2026, as the record date and October 15, 2026, as the payment date for the preferred stock dividend. Eligibility for this dividend is determined by holding common stock as of the record date. Jaguar Health noted that the specific ex-dividend date will be announced by the Nasdaq Stock Market once determined. The filing includes an example assuming an ex-dividend date of October 16, 2026, illustrating that shareholders selling common stock on the payment date may lose dividend rights to the buyer of record.

Based on figures provided for illustration purposes, if 2,281,247 shares of Series R preferred stock are outstanding, a maximum of 11,406,235 shares of common stock would be issued upon full conversion. This figure assumes that holders of record for 2,138,712 shares of common stock and warrants to purchase up to 142,535 shares of common stock with dividend rights receive the preferred shares. As of October 1, 2026, Jaguar Health reported 2,138,712 shares of common stock outstanding.

The filing indicates that if no additional shares are issued between the record date and the conversion date, the newly issued conversion shares would represent approximately 83.3% of the company’s outstanding common stock immediately following the conversion. This calculation assumes full exercise of eligible warrants into common stock. The beneficial ownership percentage of existing common stockholders will vary depending on any additional share issuances made by the company during this period.

Jaguar Health stated that the size of any additional issuances is uncertain as of the date of the report, meaning the exact magnitude of further dilution cannot be conclusively determined. The company provided hypothetical scenarios showing ownership percentages in the event of additional issuances equal to 350%, 600%, and 650% of the total common stock held by existing holders at the record date. According to these illustrations, existing common stockholders would remain majority holders if additional issuances are less than 600% of their record-date holdings.

The risk factors also highlight potential future dilution from other corporate actions. These include sales of common stock under an At The Market Offering Agreement dated December 10, 2021, with Ladenburg Thalmann & Co. Inc., as amended. Additionally, exchanges of existing debt for common stock under Section 3(a)(9) of the Securities Act of 1933 could contribute to further dilution for holders who do not benefit from the preferred stock dividend.