Jaguar Health updates proxy disclosure on 2014 Plan share reserve
No actual financial results were disclosed, so there is no beat, miss, or in-line outcome versus the supplied prior-guidance midpoint; that context also cites Guardant Health rather than Jaguar Health. Jaguar Health's supplement to its November 6, 2026 special-meeting proxy states that the Board unanimously approved a six-fold 2014 Plan share-reserve adjustment, effective immediately after the meeting, to preserve the plan at approximately 14% of fully diluted shares after the Series R conversion. If Proposal 3...
Key takeaways
Share reserve adjustment: The Board unanimously approved a six-fold increase in the aggregate 2014 Plan share reserve, effective immediately after the November 6, 2026 special meeting.
Vote-dependent plan capacity: Approval of Proposal 3 would increase shares available under the 2014 Plan to 2,273,154; rejection would result in 4,260 available shares.
ISO ceiling: The maximum aggregate number issuable through Section 422(b) incentive stock options would increase from 27,333 to 163,998 regardless of the Proposal 3 vote.
Series R conversion: Each Series R Preferred Stock share will automatically convert into five common shares on November 2, 2026, subject to the applicable beneficial-ownership cap.
Plan runway: The supplemental background states that the 2014 Plan could run out of available shares as soon as the third quarter of 2026 if the proposed increase is not approved.
Special meeting: Stockholders will vote on Proposal 3 at the November 6, 2026 special meeting, with the Share Reserve Adjustment taking effect immediately afterward.
Voting continuity: The filing states that stockholders do not need to resubmit proxy cards or voting instructions unless they wish to change their vote on Proposal 3.
Key metrics
Disclosure changes
- 2014 Plan share reserve
The Share Reserve Adjustment makes the aggregate 2014 Plan reserve six times the number available on its effective date. The reserve would be 2,273,154 shares if Proposal 3 is approved or 4,260 shares if it is not approved.
The adjustment materially changes the number of shares available for issuance under the 2014 Plan. - Section 422(b) incentive stock option maximum
The maximum aggregate number of shares issuable through Section 422(b) incentive stock options would be 163,998 following the Share Reserve Adjustment, regardless of the Proposal 3 vote.
The adjustment expands the maximum number of common shares issuable through incentive stock options. - Series R Preferred Stock conversion
The supplement discloses that Series R Preferred Stock will automatically convert on November 2, 2026 at five common shares per preferred share, subject to the beneficial-ownership cap.
The conversion increases the common-share denominator and reduces the plan reserve's percentage ownership unless the Share Reserve Adjustment becomes effective. - Proposal 3 and Board recommendation
Except for the supplemental share-reserve information, the proposals to be acted upon and the Board's recommendations remain unchanged.
Stockholders do not need to resubmit their proxy or voting instructions unless changing their vote on Proposal 3.
Primary source
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