Jaguar Health is revising the share amounts tied to a proposed increase in its employee stock-plan reserve after a special preferred-stock dividend changed the company’s share count. The adjustment is intended to keep the plan reserve at roughly the same proportion of Jaguar’s fully diluted shares as originally planned.
The change affects a proposal coming before stockholders at the November 6 special meeting. The board approved a sixfold adjustment to the plan reserve; the larger reserve would apply if stockholders approve the proposal.
Key details
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The original proposal sought a reserve of 378,859 shares. Jaguar’s proxy materials described that amount as about 14% of the company’s fully diluted shares as of September 30, 2026, before accounting for the preferred-stock dividend and its conversion.
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The dividend changes the share count. Jaguar declared one share of Series R preferred stock for each common share outstanding, as well as for certain common shares issuable under warrants and pre-funded warrants. The dividend was paid on October 15. Each Series R share is scheduled to convert automatically into five common shares on November 2, subject to limits on how much any holder and its affiliates can own.
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The board approved a sixfold increase in the plan reserve. Jaguar says the dividend and conversion would otherwise leave the proposed reserve representing about one-sixth of the intended proportion of the company’s common stock, diluting the plan’s intended benefits. The compensation committee approved the adjustment under the plan, and the board unanimously approved it on October 28. It is to take effect immediately after the special meeting.
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If stockholders approve the proposal, the plan reserve will be 2,273,154 shares—six times the 378,859 shares described in the original proposal. Jaguar says this is intended to keep the reserve at approximately 14% of fully diluted shares as of September 30, taking the dividend’s impact into account.
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If stockholders reject the proposal, the existing reserve will also be adjusted sixfold. The 710 shares then available for future awards would become 4,260 shares.
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The proxy materials cite 653 shares already subject to outstanding awards as of September 15, 2026, and 710 shares then available for future awards. The plan’s stated maximum for shares issuable through incentive stock options would rise from 27,333 to 163,998 under the adjustment.
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The meeting date and vote are unchanged. Stockholders who have already voted do not need to submit new instructions unless they want to change their vote on the plan proposal.
The practical change is the scale of the share reserve: Jaguar is multiplying the relevant plan-share figures by six to account for the preferred-stock dividend and conversion. The adjustment does not itself determine whether the proposed plan increase is approved; that remains subject to the stockholder vote.