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Get filing alertsJaguar Health shareholders approve major equity issuances to C/M Capital, risking 40%+ dilution
Filed June 8, 2026 · Period ending June 8, 2026 · ~1 min read
Key Changes
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Stockholders approved issuing over 19.99% of outstanding shares to C/M Capital under an equity line of credit agreement to be executed within 90 days, representing significant dilution to existing holders.
Item 5.07: ELOC Agreement verify on EDGAR → -
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A second equity issuance to C/M Capital was approved involving Series P Non-Convertible Preferred Stock redeemable for common shares, potentially exceeding another 19.99% of outstanding stock.
Item 5.07: Preferred Stock verify on EDGAR → -
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John Micek III was elected as Class II director for a three-year term through 2029, receiving 3.97 million votes for and 241,000 withheld.
Item 5.07: Director Election verify on EDGAR → -
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RBSM LLP was ratified as independent auditor for fiscal year 2026 with overwhelming support (6.9 million votes for).
Item 5.07: Auditor verify on EDGAR →
Summary
Jaguar Health reconvened its 2026 Annual Meeting on June 8, where shareholders approved two separate equity financing arrangements with C/M Capital that could collectively dilute existing holders by over 40%.
The first involves an equity line of credit allowing issuance of more than 19.99% of outstanding shares, while the second creates a new Series P Preferred Stock that can be redeemed for common shares also exceeding 19.99% of the float. Both agreements must be executed within 90 days. For retail investors, this represents substantial near-term dilution risk.
While the capital may support operations or growth initiatives, the combined effect could significantly reduce existing shareholders' ownership percentage. The company has not disclosed the specific terms, pricing mechanisms, or intended use of proceeds in this filing. Watch for the actual securities purchase agreements to be filed within the next 90 days, which will reveal pricing terms, draw-down mechanics, and whether the company negotiated any floor prices or caps to limit dilution. The company also issued a press release on June 8 announcing these results, though the content was not included in this filing.
Section-by-Section Diff
Event · Item 9.01 — Financial Statements and Exhibits
Jaguar Health filed an 8-K attaching a press release dated June 8, 2026; no material event details disclosed in the filing body.
Added in current filing · verify on EDGAR →
Press Release, dated June 8, 2026
The 8-K references an attached press release dated June 8, 2026, but the filing body does not disclose the content or subject matter of the press release. Without the exhibit text, the nature and materiality of the disclosed event cannot be determined.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Jaguar Health reconvened its 2026 Annual Meeting on June 8, 2026, where stockholders approved five proposals including equity issuances to C/M Capital.
Added in current filing · verify on EDGAR →
Proposal to approve, pursuant to Nasdaq Listing Rule 5635(d) (Rule 5635(d)), the issuance of more than 19.99% of the Company’s issued and outstanding shares of Common Stock to C/M Capital Master Fund, LP (and its affiliates), an accredited investor (“C/M Capital”), pursuant to a securities purchase agreement to be entered into between the Company and C/M Capital within 90 days after the date of the Annual Meeting (the “ELOC Agreement”), was approved by the stockholders by the following vote: For | Against | Abstained | Broker Non- | Votes | 3,891,273 | 291,441 | 25,315 | 2,961,123
Stockholders approved issuing more than 19.99% of outstanding common stock to C/M Capital under an ELOC Agreement to be executed within 90 days. This represents significant potential dilution to existing shareholders. The proposal passed with 3,891,273 votes for and 291,441 against.
Added in current filing · verify on EDGAR →
Proposal to approve, pursuant to Rule 5635(d), the issuance of more than 19.99% of the Company’s issued and outstanding shares of Common Stock to C/M Capital pursuant to a securities purchase agreement to be entered between the Company and C/M Capital within 90 days after the date of the Annual Meeting (the “Preferred Stock Purchase Agreement”), including shares of Common Stock issuable upon redemption of shares of a new series of preferred stock of the Company, par value $0.0001 per share, to be designated as Series P Non-Convertible Preferred Stock (the “Series P Preferred Stock”), to be issued and sold pursuant to the Preferred Stock Purchase Agreement, was approved by the stockholders by the following vote: For | Against | Abstained | Broker Non- | Votes | 3,846,847 | 336,712 | 24,470 | 2,961,123
Stockholders approved a second equity issuance to C/M Capital involving Series P Non-Convertible Preferred Stock that can be redeemed for common stock, potentially exceeding 19.99% of outstanding shares. This creates additional dilution risk. The proposal passed with 3,846,847 votes for and 336,712 against.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Proposal to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved by the stockholders by the following vote: For | Against | Abstained | Broker Non- | Votes | 6,898,326 | 238,443 | 32,383 | 0
Stockholders ratified RBSM LLP as the independent auditor for fiscal year 2026. The proposal passed with 6,898,326 votes for, 238,443 against, and 32,383 abstentions.
Event · Item 7.01 — Regulation FD Disclosure
Jaguar Health disclosed Annual Meeting results via press release on June 8, 2026.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On June 8, 2026, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1.
The company disclosed results from its Annual Meeting of shareholders through a press release. This is a routine procedural disclosure under Regulation FD. The 8-K does not provide details of the meeting results themselves, only that they were announced.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify