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 January 20, 2023 (the "Special Meeting"), the Company's stockholders approved an amendment (the "Seventh Amendment") to the Company's Third Amended and Restated Certificate of Incorporation, as amended (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-three and not greater than one-for-seventy five, 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 January 20, 2024.

Pursuant to such authority granted by the Company's stockholders, the Board approved a one-for-seventy five reverse stock split (the "Reverse Stock Split") of the Common Stock and the filing of the Seventh Amendment to effectuate the Reverse Stock Split. On January 20, 2023, the Company filed the Seventh 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 Seventh Amendment at 12:01 am Eastern Time on January 23, 2023 (the "Effective Time"). When the Reverse Stock Split becomes effective, every seventy-five (75) 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 January 23, 2023, 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 47010C706.

The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh 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 Special Meeting of Stockholders of the Company ("Special Meeting") on January 20, 2023. Three proposals were submitted to and approved by the Company's stockholders, each of which is described in the Company's definitive proxy statement for the Special Meeting (the "Proxy Statement"), filed with the Securities and Exchange Commission on November 28, 2022. At the Special Meeting, a total of 81,476,933 shares of Common Stock, out of a total of 151,225,150 shares of Common Stock issued and outstanding and entitled to vote, and a total of 10 shares of the Company's Series F Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), representing all of the issued and outstanding shares of Preferred Stock entitled to vote at the Special Meeting, each as of November 22, 2022, the record date for the Special Meeting, were represented in person or by proxy at the Special Meeting. As described in the Proxy Statement, each share of Preferred Stock entitled the holder of record thereof to 6,000,000,000 votes on Proposal 1 at the Special Meeting; provided, that, any votes cast by holders of the Preferred Stock are required to be voted in the same proportion as shares of Common Stock are voted on such proposal.





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The final results for the votes regarding each proposal are set forth below.

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

Certificate of Incorporation, as amended, to effect a reverse stock split of

the Company's issued and outstanding voting common stock, par value $0.0001

per share, at a ratio of not less than 1-for-3 and not greater than 1-for-75,

with the exact ratio, if approved and effected at all, to be set within that

range at the discretion of the Company's board of directors and publicly

announced by the Company on or before January 22, 2024 without further

approval or authorization of the Company's stockholders, was approved by the

stockholders by the following vote:






                                                            Broker Non-
      For                Against           Abstained           Votes
  51,789,833,999       8,053,911,756       237,731,178              0

2. Proposal to approve, pursuant to Nasdaq Marketplace Rule 5635(d), the issuance

of Company's common stock equal to 20% or more the Common Stock outstanding

before the issuance in one or more non-public capital raising transaction, was

approved by the stockholders by the following vote:






                                                Broker Non-
    For            Against       Abstained         Votes
  51,998,893       8,409,585        958,116       20,110,339

3. Proposal to approve one or more adjournments of the Special Meeting, if

necessary, to solicit additional proxies in the event that there are not

sufficient votes at the time of the Special Meeting to approve Proposals 1 and

2, was approved by the stockholders by the following vote :





                                                  Broker Non-
    For            Against        Abstained          Votes
  71,451,220       8,917,441       1,108,272              0

Item 7.01. Regulation FD Disclosure.

On January 20, 2023, the Company issued a press release announcing the results of the Special Meeting and the effectuation of the Reverse Stock Split, 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 9.01  Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.                                   Description
    3.1         Certificate of Seventh Amendment of the Third Amended and Restated
              Certificate of Incorporation of Jaguar Health, Inc.
   99.1         Press Release Announcing Results of the 2023 Special Meeting of
              Stockholders of the Company, dated January 20, 2023.
    104       Cover Page Interactive Data File (embedded within the inline XBRL document)




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