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Jaguar Health (NASDAQ: JAGX) confronts Nasdaq delisting risk after bid-price breach

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Jaguar Health, Inc. reported that Nasdaq notified the company on March 5, 2026 that it is no longer in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price of its common stock has closed below $1.00 per share for the previous 30 consecutive business days.

Nasdaq also stated the company is not eligible for a standard compliance period because it effected one or more reverse stock splits over the prior two years with a cumulative ratio of at least 250-to-1. Unless Jaguar Health requests an appeal before a Nasdaq Hearings Panel by March 12, 2026, its securities would be scheduled for delisting.

Jaguar Health intends to timely request this appeal, which would automatically stay any further suspension or delisting action at least until the hearing process is concluded. The company cautions there can be no assurance that the Panel will grant continued listing or that it will regain and maintain compliance with Nasdaq’s standards.

Positive

  • None.

Negative

  • Nasdaq noncompliance and delisting risk: Jaguar Health is no longer in compliance with Nasdaq’s $1.00 minimum bid price rule and is ineligible for a standard cure period because of prior reverse stock splits, creating a concrete risk that its securities could be delisted absent a successful appeal.

Insights

Nasdaq noncompliance and delisting risk add meaningful uncertainty for Jaguar Health.

Jaguar Health has fallen out of compliance with Nasdaq’s minimum bid price rule after its shares traded below $1.00 for 30 straight business days. Because it executed reverse splits totaling at least a 250-to-1 ratio over the prior two years, it is not eligible for Nasdaq’s usual cure period.

Instead, the company must appeal to a Nasdaq Hearings Panel by March 12, 2026 to avoid its securities being scheduled for delisting. A timely appeal will stay further suspension or delisting while the process is underway, but the company explicitly notes there is no assurance the Panel will approve continued listing.

This situation introduces clear listing risk, which can affect trading liquidity and investor perception if a delisting ultimately occurs. The outcome will depend on the Panel’s decision following the hearing process, as referenced in this disclosure, and on whether Jaguar Health can demonstrate a sustainable path back to compliance under Nasdaq’s standards.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Understanding 8-K Material Events →
false 0001585608 0001585608 2026-03-05 2026-03-05
 
 

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): March 5, 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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 5, 2026, Jaguar Health, Inc. (the “Company”) received a written notification (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that because the bid price for the Company’s common stock for the previous 30 consecutive business days had closed below the minimum $1.00 per share, the Company was no longer in compliance with the requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). Further, the Notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company effected a reverse stock split over the prior one-year period or effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

The Notice stated that unless the Company timely requests by March 12, 2026 an appeal before a Hearings Panel (the “Panel”), the Company’s securities would be scheduled for delisting from Nasdaq. Accordingly, the Company intends to timely request an appeal before the Panel, and at which point, such timely request will automatically stay any further suspension or delisting action by Nasdaq at least pending the ultimate conclusion of the hearing process. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

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, including statements related to the Company’s intent to request an appeal before the Panel and ability to regain compliance with Nasdaq’s continued listing standards. 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, 2024, 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.

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.

 

      JAGUAR HEALTH, INC.
Date: March 6, 2026     By:  

/s/ Lisa A. Conte

      Lisa A. Conte
      Chief Executive Officer & President

Source: View Original Filing on SEC EDGAR

FAQ

Why did Jaguar Health (JAGX) receive a Nasdaq noncompliance notice?

Jaguar Health received a Nasdaq notice because its common stock bid price closed below $1.00 per share for 30 consecutive business days. This violates Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price to maintain continued listing on the exchange.

What happens if Jaguar Health does not appeal Nasdaq’s delisting decision?

If Jaguar Health does not request an appeal by March 12, 2026, its securities would be scheduled for delisting from Nasdaq. The notice specifies that the delisting process would move forward absent a timely appeal to a Nasdaq Hearings Panel by the company.

Why is Jaguar Health ineligible for a standard Nasdaq compliance period?

Jaguar Health is ineligible for a standard compliance period because it effected a reverse stock split over the prior one-year period, or multiple reverse stock splits over two years, with a cumulative ratio of at least 250-to-1. Nasdaq Listing Rule 5810(c)(3)(A)(iv) restricts compliance periods in such cases.

How does Jaguar Health plan to respond to the Nasdaq notice?

Jaguar Health states it intends to timely request an appeal before a Nasdaq Hearings Panel by March 12, 2026. A timely appeal would automatically stay any further suspension or delisting action while the hearing process proceeds, although the outcome of that process is uncertain.

Is there any guarantee Jaguar Health will remain listed on Nasdaq?

There is no guarantee Jaguar Health will remain listed on Nasdaq. The company explicitly notes there can be no assurance the Hearings Panel will grant its request for continued listing or that it will regain and maintain compliance with Nasdaq’s continued listing standards going forward.

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