JAGX schedules Special Meeting for November 6, 2026 to vote on six proposals including CVP exchange approval, warrant repricing, plan share increase, reverse split, and ELOC floor price reduction

Proposal 1 (CVP exchange approval) is the largest potential dilution event on the ballot, capped at up to 92.9% of outstanding common stock at a $1.00 hypothetical exchange price based on ~899.82 Series Q Preferred shares and ~$2,895,351 of CVP Debt outstanding as of September 25, 2026; at the $7.06 Minimum Price the same exchange would represent ~64.9% of post-issuance common stock.

Proposal 2 reprices Investor Warrants covering up to 4,052 shares to $1.00 per share from prior exercise prices of $525.00 to $3,996.60, with a new expiration 30 days after stockholder approval and an automatic cashless exercise mechanism intended to eliminate warrant overhang for potential strategic transactions.

Proposal 4 authorizes a reverse stock split at a ratio between 1-for-2 and 1-for-150 at the board's discretion within one year, with the company stating the move is needed in part to meet Nasdaq's $4.00 minimum bid price requirement for potential strategic transactions; Common Stock closed at $2.75 on September 17, 2026.

Proposal 5 reduces the C/M Capital ELOC Floor Price from $16.50 to $1.10 per share; up to $40 million of common stock may be sold under the ELOC, and the company disclosed the September 17, 2026 close of $2.75 is approximately 83.3% below the current Floor Price.

Proposal 3 increases shares authorized under the 2014 Stock Incentive Plan to 378,859 (14% of fully diluted shares as of September 30, 2026); the board noted the plan could otherwise run out of available shares as soon as Q3 2026 given only 710 shares remained available.

Record date share count of 7,802,102 was disclosed on a pre-September 2026 RSS basis (approximately 520,140 retroactively adjusted for the 1-for-15 reverse stock split effective September 17, 2026); as of September 25, 2026, the company reported 1,945,542 shares of common stock outstanding.

The proxy is structured as a Special Meeting covering only the six governance and capital-structure proposals listed above; the filing does not include periodic financial results, forward guidance, or customer concentration disclosures.