8-K

JAGUAR HEALTH, INC.

Date: May 27, 2026

/s/ Lisa A. Conte

Lisa A. Conte

Chief Executive Officer & President

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

Jaguar Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-36714

46-2956775

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


200 Pine Street
Suite 400
San Francisco, California		94104
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 371-8300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.0001 Per Share

JAGX

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure.

On May 27, 2026, Jaguar Health, Inc. (the “Company”) issued a press release announcing the Decision Letter (as defined below) from the Nasdaq Hearings Panel, a copy of which is furnished as Exhibit 99.1.

The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01.

Other Events.

As previously disclosed, on April 24, 2026, the Company received formal notice that the Nasdaq Hearings Panel (“Panel”) had granted the Company’s request for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the condition that the Company demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) by May 15, 2026. On May 6, 2026, the Company received a superseding decision from the Panel granting the Company’s request for an extension to demonstrate compliance with the Bid Price Rule, from May 15, 2026, to May 18, 2026.

On May 26, 2026, the Company was formally notified by Nasdaq that the Company had regained compliance with the Bid Price Rule (the “Compliance Determination”) but that the Panel would maintain jurisdiction over the Company and its listing until September 1, 2026, the outside date of the Panel’s discretion in this matter.

The Compliance Determination further stated that, in accordance with Listing Rule 5815(d)(4)(B), the Company is subject to a Mandatory Panel Monitor for a period of one year from the date of the Compliance Determination, or May 26, 2027. If within the one-year monitoring period Nasdaq determines that the Company has failed to evidence a closing bid price of at least $1.00 per share for 30 consecutive business days, the Company will not be afforded a 180-day grace period otherwise automatically available under Listing Rule 5810(c)(3). Rather, Nasdaq would issue a delist determination, at which time the Company may request a new hearing before the Panel. The Company’s request for a hearing would stay any further action by Nasdaq at least pending the hearing and the expiration of any extension period that may be granted by the Panel following such hearing.

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release dated May 27, 2026.

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Jaguar Health Inc.