Jasper Therapeutics Holds Annual Meeting, Approves Share Increase

TL;DR

Jasper Therapeutics got shareholder approval to boost authorized shares 5x, paving way for future funding.

AI Summary

Jasper Therapeutics, Inc. announced on June 6, 2024, that it held its Annual Meeting of Stockholders. During the meeting, stockholders elected two Class II directors, approved an amendment to the company's Second Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 500,000,000, and ratified the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024.

Why It Matters

The approval to increase authorized shares could enable Jasper Therapeutics to raise additional capital for future growth or acquisitions, potentially impacting its stock value.

Risk Assessment

Risk Level: low — This filing is routine and relates to corporate governance and standard shareholder approvals, with no immediate financial distress or significant operational changes indicated.

Key Numbers

• 500,000,000 — Authorized Shares (Increased from 100,000,000 to facilitate future capital raising.)
• 2024 — Fiscal Year (Auditor ratified for the fiscal year ending December 31, 2024.)

Key Players & Entities

• Jasper Therapeutics, Inc. (company) — Filer
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm
• June 6, 2024 (date) — Date of Annual Meeting
• December 31, 2024 (date) — Fiscal year end for auditor ratification
• 100,000,000 (dollar_amount) — Original authorized shares
• 500,000,000 (dollar_amount) — Increased authorized shares

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
• $727,272 — annualized salary shall continue to be $727,272, and he will be eligible to receive an
• $476,100 — oss' initial annualized salary shall be $476,100, and he will be eligible to receive an
• $481,301 — al's initial annualized salary shall be $481,301, and he will be eligible to receive an
• $514,500 — er's initial annualized salary shall be $514,500 and he will be eligible to receive an a

Filing Documents

• ea0207631-8k_jasper.htm (8-K) — 57KB
• ea020763101ex10-3_jasper.htm (EX-10.3) — 71KB
• ea020763101ex10-4_jasper.htm (EX-10.4) — 72KB
• ea020763101ex10-5_jasper.htm (EX-10.5) — 74KB
• ea020763101ex10-6_jasper.htm (EX-10.6) — 92KB
• 0001213900-24-051891.txt ( ) — 663KB
• jspr-20240606_def.xml (EX-101.DEF) — 26KB
• jspr-20240606_lab.xml (EX-101.LAB) — 36KB
• jspr-20240606_pre.xml (EX-101.PRE) — 25KB
• jspr-20240606.xsd (EX-101.SCH) — 4KB
• ea0207631-8k_jasper_htm.xml (XML) — 6KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan On June 6, 2024, Jasper Therapeutics, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the Jasper Therapeutics, Inc. 2024 Equity Incentive Plan (the "2024 Plan") and the Jasper Therapeutics, Inc. 2024 Employee Stock Purchase Plan (the "2024 ESPP"), which were both previously approved by the Board of Directors of the Company (the "Board"). The 2024 Plan and 2024 ESPP each became effective on June 6, 2024 upon stockholder approval at the Annual Meeting. More complete summaries of the terms of the 2024 Plan and the 2024 ESPP are set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2024 (the "Proxy Statement") under the sections entitled "Proposal No. 3: Approval of our 2024 Equity Incentive Plan" and "Proposal No. 4: Approval of our 2024 Employee Stock Purchase Plan", respectively, which descriptions and text are incorporated herein by reference. The foregoing description of the terms of the 2024 Plan and the 2024 ESPP and the descriptions thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2024 Plan and the 2024 ESPP, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Amendment of Ronald Martell Employment Agreement On June 10, 2024, the Company entered into an Amended and Restated Employment Agreement (the "Martell A&R Employment Agreement") with its President and Chief Executive Officer, Ronald Martell. Pursuant to the Martell A&R Employment Agreement, Mr. Martell will c

07. Submission of Matters

Item 5.07. Submission of Matters to a Vote of Security Holders . On June 6, 2024, the Company held the Annual Meeting. At the Annual Meeting, a total of 12,454,542 shares of the Company's voting common stock, or approximately 82.6% of the 15,085,553 shares of the Company's voting common stock issued an outstanding as of April 11, 2024, the record date for the Annual Meeting, were represented virtually or by proxy. At the Annual Meeting, the Company's stockholders considered four proposals, each of which is described in more detail in the Proxy Statement. Set forth below is a brief description of each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal . Proposal No. 1: To elect two Class III directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified . Director Nominee Votes For Votes Withheld Broker Non-Votes Ronald Martell 10,259,426 163,329 2,031,787 Christian W. Nolet 10,259,436 163,319 2,031,787 Proposal No. 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for its Votes For Votes Against Abstentions 12,429,917 17,329 7,296 Proposal No. 3 : To approve the 2024 Plan. Votes For Votes Against Abstentions Broker Non-Votes 10,319,969 95,298 7,488 2,031,787 Proposal No. 4 : To approve the 2024 ESPP. Votes For Votes Against Abstentions Broker Non-Votes 10,404,664 12,102 5,989 2,031,787 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Jasper Therapeutics, Inc. 2024 Equity Incentive Plan (previously filed on June 7, 2024 as Exhibit 4.3 to the Company's Registration Statement on Form S-8 and incorporated herein by reference) . 10.2 Jasper Therapeutics, Inc. 2024 Employee Stock Purchase Plan (previously filed on June 7, 2024 as Exhibit 4.7 to the Company's Registration Statement on Form S-8 and incorporated herein by reference) . 10.3 Amended and Restated Employment Agreement, dated as of June 10, 2024, by and between Jasper Therapeutics, Inc. and Ronald Martell. 10.4 Amended and Restated Employment Agreement, dated as of June 10, 2024, by and between Jasper Therapeutics, Inc. and Herb Cross. 10.5 Amended and Restated Employment Agreement, dated as of June 10, 2024, by and between Jasper Therapeutics, Inc. and Jeet Mahal. 10.6 Amended and Restated Employment Agreement, dated as of June 10, 2024, by and between Jasper Therapeutics, Inc. and Edwin Tucker. 104 Cover Page Interactive Data File , formatted in Inline Extensible Business Reporting Language (iXBRL). 4

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: June 12, 2024 By: /s/ Herb Cross Name: Herb Cross Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR