Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.




Item 5.03   Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

At the special meeting of stockholders of Jaguar Health, Inc. (the "Company") held on December 9, 2020 and reconvened on December 22, 2020 (the "Special Meeting"), the Company's stockholders approved an amendment (the "Fifth Amendment") to the Company's Third Amended and Restated Certificate of Incorporation (the "COI") to effect a reverse stock split of the Company's voting common stock ("Common Stock") at a ratio of not less than one-for-two and not greater than one-for-twenty, with the exact ratio within that range to be determined in the discretion of the Company's board of directors (the "Board") on or before December 9, 2021.

Pursuant to such authority granted by the Company's stockholders, the Board approved a one-for-three reverse stock split (the "Reverse Stock Split") of the Common Stock and the filing of the Fifth Amendment to effectuate the Reverse Stock Split. On September 3, 2021, the Company filed the Fifth Amendment with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Fifth Amendment at 12:01 am Eastern Time on September 8, 2021 (the "Effective Time"). When the Reverse Stock Split becomes effective, every three (3) shares of the Company's issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduces the number of shares of Common Stock issuable upon the conversion of the Company's outstanding non-voting common stock and the exercise or vesting of its outstanding stock options and warrants in proportion to the ratio of the Reverse Stock Split and causes a proportionate increase in the conversion and exercise prices of such non-voting common stock, stock options and warrants. In addition, the number of shares reserved for issuance under the Company's equity compensation plans immediately prior to the Effective Time will be reduced proportionately. The Reverse Stock Split did not change the total number of authorized shares of Common Stock or preferred stock.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.

American Stock Transfer and Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will correspond stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in book-entry form or in "street name" (through a broker, bank or other holder of record) are not required to take any action.

Commencing on September 8, 2021, trading of the Company's Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company's Common Stock following the Reverse Stock Split is 47010C607.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders of the Company ("Annual Meeting") on September 3, 2021. Six proposals were submitted to and approved by the Company's stockholders. The proposals are described in detail in the Company's proxy statement. The final results for the votes regarding each proposal are set forth below.

1. Proposal to elect one Class III director, Greg J. Divis, was approved by the


    stockholders by the following vote:




                                Broker Non-
     For          Withheld         Votes
38,359,499.55   5,847,699.00   20,221,518.00




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2. Proposal to ratify the appointment of Mayer Hoffman McCann P.C. as the


    Company's independent registered public accounting firm for the fiscal year
    ending December 31, 2021, was approved by the stockholders by the following
    vote:




                                              Broker Non-
     For          Against       Abstained        Votes
59,982,055.55   2,644,826.00   1,801,835.00      0.00

3. Proposal to approve an amendment to the Company's Third Amended and Restated


    Certificate of Incorporation, as amended, to increase the number of authorized
    shares of Common Stock from 150,000,000 shares to 290,000,000 shares, was not
    approved by the stockholders by the following vote:




                                               Broker Non-
     For           Against       Abstained        Votes
48,327,240.55   14,569,030.00   1,532,446.00      0.00

4. Proposal to approve, on a non-binding advisory basis, the compensation paid by


    use to the Company's named executive officers, was approved by the
    stockholders by the following vote:




                                               Broker Non-
     For          Against       Abstained         Votes
34,344,282.55   6,926,168.00   2,936,748.00   20,221,518.00

5. Proposal to indicate, on a non-binding advisory basis, the frequency of future


    advisory votes to approve the compensation paid by the Company to the
    Company's named executive officers, whereby the frequency of 3 Years was
    approved by the stockholders by the following vote:




                                                                 Broker Non-
   3 Years        2 Years           1 Year         Abstain          Votes
24,431,696.00   3,043,578.00     12,946,265.55   3,785,659.00   20,221,518.00

6. Proposal to approve a proposal to grant discretionary authority to adjourn the


    Annual Meeting, if necessary, to solicit additional proxies in the event that
    there are not sufficient votes at the time of the Annual Meeting to approve
    Proposal 3, was approved by the stockholders by the following vote:




                                              Broker Non-
     For          Against       Abstained        Votes
53,287,111.55   8,623,027.00   2,518,576.00      0.00

Item 7.01. Regulation FD Disclosure.

On September 3, 2021, the Company issued a press release announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1.

On September 3, 2021, the Company issued a press release announcing the results of the Reverse Stock Split, a copy of which is furnished as Exhibit 99.2.

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.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                   Description
    3.1         Certificate of Fifth Amendment of the Third Amended and Restated
              Certificate of Incorporation of Jaguar Health, Inc.
   99.1         Press Release Announcing Results of the 2021 Annual Meeting of
              Stockholders of the Company, dated September 3, 2021.
   99.2         Press Release Announcing the Reverse Stock Split, dated September 3,
              2021.
    104       Cover Page Interactive Data File (embedded with the inline XBRL document)




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