{"url_path":"/sec/jagx/8-k/2026-06-11/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1585608/0001193125-26-266770-index.html","accession_number":"0001193125-26-266770","cik":"0001585608","ticker":"JAGX","issuer_name":"Jaguar Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1585608/0001193125-26-266770-index.html","primary_entity_key":"0001585608","primary_entity_name":"Jaguar Health, Inc."},"word_count":2711,"has_tables":true,"body_markdown":"Item 5.03\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nSeries P Certificate of Designation\n\nAs disclosed under Items 1.01 and 3.02 above, in connection with the Preferred Stock Financing, the Company agreed to issue shares of Series P Preferred Stock to the Investors. The preferences, rights, limitations and other matters relating to the Series P Preferred Stock are set forth in the Certificate of Designation, which the Company filed with the Secretary of State of the State of Delaware on June 8, 2026. The Certificate of Designation became effective with the Secretary of State of the State of Delaware upon filing.\n\nThe Certificate of Designation authorizes the Company to issue up to 300 of its 4,475,074 authorized shares of preferred stock as Series P Preferred Stock.\n\nDividends\n\nFrom and after the date of the first issuance of any shares of the Series P Preferred Stock (the “Original Issue Date”), each outstanding share of Series P Preferred Stock shall commence accruing dividends (“Dividends”) on the Stated Value of each share of Series P Preferred Stock (which is $10,000) at the rate of 8% per year. Dividends shall be payable in arrears on the first trading day of each fiscal quarter (each, a “Dividend Date”). Dividends shall be payable on each Dividend Date, to each record holder of shares of Series P Preferred Stock (each a “Holder” and collectively, the “Holders”) on the applicable Dividend Date, in shares of Common Stock (“Dividend Shares”) so long as the Equity Condition (as defined in the Certificate of Designation) is satisfied on the Dividend Date, or in cash, at the election of the Company. Dividends to be paid on a Dividend Date in Dividend Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share) of Common Stock equal to the quotient obtained by dividing (i) the amount of Dividend payable on such Dividend Date less any cash dividend by (ii) the greater of (x) the Minimum Price (as defined in the Certificate of Designation) on the Dividend Date and (y) $0.546, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock (the “Floor Price”).\n\nVoting Rights\n\nExcept as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series P Preferred Stock shall have no voting rights.\n\nLiquidation Rights\n\nIn the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event (as defined below) (each, a “Liquidation Event”), each share of Series P Preferred Stock shall be entitled to be paid, out of the assets of the Company available for distribution to its stockholders, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock (as defined in the Certificate of Designation) and subject to (i) any existing or future secured or unsecured indebtedness and other liabilities (including trade payables) of the Company, and (ii) the rights of the holders of any class or series of securities ranking on parity with Series P Preferred Stock upon any such Liquidation Event and the rights of the Company’s depositors and other creditors, an amount per share of Series P Preferred Stock equal to the Stated Value at such time plus any accrued but unpaid Dividend (as applicable, the “Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company (other than a Chapter 7 bankruptcy) or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the Liquidation Amount, the Holders of shares of Series P Preferred Stock and the holders of all Parity Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Following the payment of the Liquidation Amount, if there are any remaining assets of the Company available for distribution to its stockholders, the Series P Preferred Stock shall not participate in such distributions. Notwithstanding the foregoing, if in the event of a dissolution or winding up of the\n\nCompany in connection with a Chapter 7 bankruptcy, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the Liquidation Amount, the Holders with respect to their shares of Series P Preferred Stock shall be entitled to receive out of such assets the same amount that each share of the Common Stock would receive as if each outstanding share of Series P Preferred Stock were, immediately prior to the applicable record date, fully converted (disregarding solely for such purposes any redemption or exchange limitations hereunder) to shares of Common Stock by dividing (i) Liquidation Amount by (ii) the greater of (x) the Minimum Price as of the record date and (y) the Floor Price, which amounts shall be paid pari passu with all holders of Common Stock.\n\nEach of the following events shall be considered a “Deemed Liquidation Event”: (a) (A) a merger or consolidation in which the Company is a constituent party and in which the stockholders of the Company immediately prior to such merger or consolidation do not continue to hold a majority of the voting power of the Company or any successor entity following such merger or consolidation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company; provided, however, that any of the foregoing events shall not constitute a Deemed Liquidation Event if the Company is a surviving entity that is listed or quoted for trading on a Trading Market immediately after such event. The Company shall not have the power to effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement’) provides that the consideration payable to the Series P Preferred Stock shall be allocated in accordance with the Certificate of Designation.\n\nConversion Rights\n\nSeries P Preferred Stock shall not be convertible into Common Stock or any other security of the Company and does not otherwise have any conversion rights.\n\nMandatory Redemption\n\nNo later than two (2) trading days following receipt by the Company of the net proceeds from any put request made by the Company pursuant to the ELOC Agreement, the Company shall redeem shares of Series P Preferred Stock outstanding at such time, at a per share redemption price equal to the Liquidation Amount and an aggregate redemption price equal to not less than 10% of such proceeds, to be paid, at the Company’s sole discretion, in cash or in such number of shares of Common Stock (the “Mandatory Redemption Shares”) equal to the quotient obtained by dividing (i) the Liquidation Amount by (ii) the greater of (x) the Minimum Price as of the date that the Mandatory Redemption Notice (as defined in the Certificate of Designation) is delivered by the Company to the Holders and (y) the Floor Price (the “Mandatory Redemption Ratio”).\n\nOptional Redemption\n\nThe Company, at the option of its board of directors, or any duly authorized committee thereof, may, at any time after the Original Issue Date, redeem, in whole or in part, the shares of Series P Preferred Stock at the time outstanding, at a redemption price equal to the Liquidation Amount per share, with the redemption price to be paid, at the Company’s sole discretion, in cash or in such number of shares of Common Stock (the “Optional Redemption Shares”) equal to the quotient obtained by dividing (i) the Liquidation Amount by (ii) the greater of (x) the Minimum Price as of the date that the Optional Redemption Notice (as defined in the Certificate of Designation) is delivered by the Company to the Holders and (y) the Floor Price (the “Optional Redemption Ratio”).\n\nRestrictions on Redemption\n\nNotwithstanding anything to the contrary in the Certificate of Designation, the Company shall not issue any Redemption Shares or Dividend Shares to the extent that after such issuance, the Holder who would receive such shares together with the other Attribution Parties (as defined in the Certificate of Designation) collectively would beneficially own in excess of 4.99% (as may be adjusted from time to time in accordance with the Certificate of\n\nDesignation, the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such issuance. With the prior written consent of the Company, any Holder may from time to time increase or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Holder and not to any other Holder.\n\nIn the event that the issuance of shares of Common Stock to a Holder upon redemption of such shares of Series P Preferred Stock or payment of the accrued and unpaid Dividend results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock, the Company may, in lieu of the shares that would otherwise be issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”), elect to issue to such Holder, for the same redemption price or a price equal to the accrued and unpaid Dividend (as applicable), a pre-funded warrant to purchase up to the number of the Excess Shares.\n\nNotwithstanding the foregoing, the Company will not have the right to redeem any shares of Series P Preferred Stock and issue any Redemption Shares or pay any accrued and unpaid Dividend in Dividend Shares to any Holder if the total cumulative number of the Redemption Shares and the Dividend Shares issued to such Holder would exceed the Redemption Cap (as defined in the Certificate of Designation) unless (i) the Stockholder Approval for the Preferred Stock Financing is obtained to issue more than the Redemption Cap, or (ii) the Common Stock is not listed or quoted for trading on any Trading Market (as defined in the Certificate of Designation).\n\nTriggering Events\n\nThe Triggering Events set forth in the Certificate of Designation include, among others:\n\n \n\n \n(i)\n\nthe failure to file the applicable Registration Statement (as defined in the Preferred Registration Rights Agreement) with the SEC on or prior to the date that is five days after the applicable Filing Deadline (as defined in the Registration Rights Agreement) or the failure to cause the applicable Registration Statement to be declared effective by the Commission on or prior to the date that is five days after the Commission indicates that it has no further comments to the Registration Statement;\n\n \n\n \n(ii)\n\nwhile the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten consecutive days or for more than an aggregate of 20 days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration Rights Agreement));\n\n \n\n \n(iii)\n\nthe suspension from trading or the failure of the Common Stock to be listed or quoted for trading on a Trading Market for a period of five consecutive trading days;\n\n \n\n \n(iv)\n\nthe Company’s failure to pay to any Holder any Dividend on any Dividend Date (whether or not declared by the Board of Directors) or any other amount when and as due under the Certificate of Designation, the Preferred Stock Purchase Agreement or any other Transaction Document (as defined in the Preferred Stock Purchase Agreement) or any other agreement, document, certificate or other instrument delivered\n\n \n\nin connection with the transactions contemplated hereby and thereby (in each case, whether or not permitted pursuant to the Delaware General Corporation Law), except, in the case of a failure to pay Dividends when and as due, in each such case only if such failure remains uncured for a period of at least two trading days; or\n\n \n(v)\n\nany shares of Series P Preferred Stock remain outstanding on or after the third anniversary of the Original Issue Date.\n\nConsequences of Triggering Events\n\nIf a Triggering Event has occurred (i) the Required Holders (as defined in the Certificate of Designation) may, by notice to the Company (the “Notice of Forced Redemption”), force the Company to redeem all of the issued and outstanding shares of Series P Preferred Stock then held by the Holders for a price equal to (1) the Stated Value, plus (2) any accrued and unpaid Dividend with respect to all such shares of Series P Preferred Stock, plus (3) any and all other amounts (the “Other Amounts”) due and payable to the Holders pursuant to the Certificate of Designation of all such shares of Series P Preferred Stock (collectively, the “Total Amounts”), with such Total Amounts to be paid in such number of shares of Common Stock equal to the quotient obtained by dividing the Total Amounts by the greater of (x) the Minimum Price as of the date that a Notice of Forced Redemption is delivered by the Required Holders to the Company and (y) the Floor Price (collectively, the “Forced Redemption Shares”, and together with the Mandatory Redemption Shares and the Optional Redemption Shares, collectively the “Redemption Shares”); (ii) the Holders shall have the right to pursue any other remedies that the Required Holders may have under applicable law and/or in equity; and (iii) the Holders shall have the right to seek and receive injunctive relief from a court prohibiting the Company from issuing any of its Common Stock or Preferred Stock to any party unless the all shares of Series P Preferred Stock owned by the Holders are redeemed in full simultaneously with such issuance. Notwithstanding the foregoing, Holder will not have the right to force the Company to redeem any shares of Series P Preferred Stock and issue any Forced Redemption Shares if the total cumulative number of the Redemption Shares and Dividend Shares issued to such Holder would exceed the Redemption Cap unless (i) the Stockholder Approval is obtained to issue more than the Redemption Cap, or (ii) the Common Stock is not listed or quoted for trading on a Trading Market.\n\nTrading Market\n\nThere is no established trading market for any of the Series P Preferred Stock, and the Company does not expect a market to develop. The Company does not intend to apply for a listing for any of the Series P Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series P Preferred Stock will be limited.\n\nThe foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein."}