Jasper Therapeutics Amends Bylaws, Modifies Security Holder Rights

TL;DR

**Jasper Therapeutics just changed its bylaws and shareholder rights, watch for potential dilution or control shifts.**

AI Summary

Jasper Therapeutics, Inc. filed an 8-K on January 3, 2024, to report a material modification to the rights of its security holders and amendments to its Articles of Incorporation or Bylaws. This filing indicates a significant change in the company's capital structure or governance, which could impact the value and control of existing shares. For investors, this matters because such changes can dilute existing shareholders, alter voting power, or affect the future financial performance of the company, potentially leading to a decrease in stock value.

Why It Matters

This filing signals a fundamental change in how Jasper Therapeutics operates or how its shares are structured, which could directly affect shareholder value and control.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can have a significant, though not always immediately clear, impact on shareholder value and corporate governance.

Analyst Insight

A smart investor would carefully review the full details of the amended Articles of Incorporation or Bylaws once they become publicly available to understand the specific impact on their rights and potential dilution, and consider if this aligns with their investment thesis for Jasper Therapeutics.

Key Numbers

• January 3, 2024 — Date of Report (This is the date of the earliest event reported in the 8-K filing, indicating when the material changes occurred.)
• 001-39138 — Commission File Number (This unique identifier helps track Jasper Therapeutics' filings with the SEC.)
• 84-2984849 — IRS Employer Identification No. (This is the company's tax identification number.)

Key Players & Entities

• Jasper Therapeutics, Inc. (company) — the registrant filing the 8-K
• January 3, 2024 (date) — date of the earliest event reported
• Delaware (company) — state of incorporation for Jasper Therapeutics, Inc.
• 001-39138 (dollar_amount) — Commission File Number
• 84-2984849 (dollar_amount) — IRS Employer Identification No.
• 2200 Bridge Pkwy Suite #102 Redwood City, California 94065 (company) — address of principal executive offices
• 650-549-1400 (dollar_amount) — registrant's telephone number

Forward-Looking Statements

• The changes to security holder rights and bylaws could lead to a re-evaluation of Jasper Therapeutics' corporate governance. (Jasper Therapeutics, Inc.) — medium confidence, target: Q1 2024
• Shareholders may experience a shift in their voting power or economic interest due to the reported modifications. (Shareholders of Jasper Therapeutics, Inc.) — medium confidence, target: Ongoing

FAQ

Key Financial Figures

• $0.0001 — tered) Voting Common Stock, par value $0.0001 per share JSPR The Nasdaq Stock Mar
• $11.50 — ng Common Stock at an exercise price of $11.50 JSPRW The Nasdaq Stock Market LLC
• $1.00 — th the minimum bid price requirement of $1.00 per share of Common Stock for continued
• $115.00 — of Common Stock at an exercise price of $115.00 per share, which is 10 times $11.50, th
• $11 — of $115.00 per share, which is 10 times $11.50, the exercise price prior to the Rev

Filing Documents

• ea191024-8k_jasper.htm (8-K) — 35KB
• ea191024ex3-1_jasper.htm (EX-3.1) — 17KB
• ex3-1_002.jpg (GRAPHIC) — 5KB
• ex3-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-000980.txt ( ) — 288KB
• jspr-20240103.xsd (EX-101.SCH) — 4KB
• jspr-20240103_def.xml (EX-101.DEF) — 26KB
• jspr-20240103_lab.xml (EX-101.LAB) — 36KB
• jspr-20240103_pre.xml (EX-101.PRE) — 25KB
• ea191024-8k_jasper_htm.xml (XML) — 6KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 3, 2024, Jasper Therapeutics, Inc. (the "Company") filed a Certificate of Second Amendment to its Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Amendment"), with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the "Reverse Split") of the shares of Company's voting common stock, par value $0.0001 per share ("Common Stock"). As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 20, 2023, at the Company's Special Meeting of Stockholders held on December 15, 2023, the stockholders of the Company approved the Certificate of Amendment to effect, in the sole discretion of the Board of Directors of the Company (the "Board") at any time on or before December 15, 2024, the Reverse Stock Split at a ratio to be determined by the Board within a range of 1-for-3 to 1-for-10. The Board set the Reverse Stock Split ratio at 1-for-10 and approved and authorized the filing of the Certificate of Amendment on December 22, 2023. As a result of the Reverse Stock Split, every ten (10) shares of pre-Reverse Stock Split Common Stock will be combined into one (1) share of the Company's post-Reverse Stock Split Common Stock, without any change in par value per share. Proportionate voting rights and other rights of holders of Common Stock will not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares as described below). No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. In lieu of any fractional shares to which a holder of Common Stock would otherwise be entitled as a result of the Reverse Stock Split, the Company will pay cash equal to such fraction multiplied by the closing sales price of the Common Stock as reported on the Nasdaq

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Second Amendment to the Second Amended and Restated Certificate of Incorporation of Jasper Therapeutics, Inc., filed with the Secretary of State of the State of Delaware on January 3, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1

SIGNATURES

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. JASPER THERAPEUTICS, INC. Date: January 4, 2024 By: /s/ Herb Cross Name: Herb Cross Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR