Jaguar Health, Inc. 8-K

What Happened

• Jaguar Health, Inc. announced that its board declared a special one-time dividend of one‑tenth (0.1) of a share of newly created Series O Convertible Preferred Stock for each share of common stock outstanding and for each share issuable upon exercise of certain eligible warrants (Record Date: March 2, 2026). The Preferred Stock Dividend was expected to be paid as of the close of business on March 4, 2026.
• On March 2, 2026 the company filed a Certificate of Designation (Series O), designating 1,557,000 shares of preferred stock as Series O Convertible Preferred Stock and setting the conversion, voting, transfer, liquidation and other rights for those shares.

Key Details

• Dividend mechanics: 0.1 share of Series O per common share outstanding and per common-share equivalent from Eligible Warrants (Eligible Warrants aggregate = 2,400,765 shares).
• Conversion: Series O converts into common stock at a Conversion Ratio equal to the Stated Value ($8.01) divided by the Conversion Price; the Conversion Price is the “Minimum Price” (the lower of the prior trading day’s close or the 5‑day average closing price). Company may optionally convert all Series O before Dec 31, 2026; otherwise Series O automatically converts on Dec 31, 2026.
• Ownership limit: No holder may receive conversion shares that would cause beneficial ownership above 19.99% of outstanding common stock; excess conversion entitlement may be issued as Pre‑Funded Warrants exercisable at $0.001 per share.
• Rights and restrictions: Series O shares carry no regular dividends, generally no voting rights (except as specified), may be issued in 0.1‑share increments, are non‑transferable without company consent, and have a Liquidation Amount of $0.0001 per share. No trading market is expected for Series O (CUSIP 47010C 870).

Why It Matters

• For investors this creates potential dilution: Series O shares convert into common shares based on a price formula tied to Jaguar’s market price, and conversions (or pre‑funded warrants) will increase the number of common shares outstanding if holders convert. The 19.99% cap limits any single holder’s post‑conversion ownership, which may lead to issuance of pre‑funded warrants instead of shares.
• The issuance is structured as a dividend of preferred stock rather than cash, so it does not affect the company’s cash position immediately but changes the company’s capital structure and could impact future per‑share metrics if conversion occurs. The shares are restricted, carry minimal liquidation preference, and are not expected to trade, so liquidity for these instruments is limited.