Jasper Therapeutics Enters Material Definitive Agreement

TL;DR

Jasper Therapeutics just signed a big deal, filing an 8-K for it.

AI Summary

On September 18, 2025, Jasper Therapeutics, Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. Jasper Therapeutics, Inc. is a biotechnology company focused on biological products.

Why It Matters

This filing indicates a significant contractual development for Jasper Therapeutics, Inc., which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring further analysis of the agreement's terms.

Key Players & Entities

• Jasper Therapeutics, Inc. (company) — Registrant
• September 18, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-39138 (identifier) — SEC File Number
• 84-2984849 (identifier) — EIN

FAQ

Key Financial Figures

• $0.0001 — tered) Voting Common Stock, par value $0.0001 per share JSPR The Nasdaq Stock Mar
• $115.00 — ng Common Stock at an exercise price of $115.00 JSPRW The Nasdaq Stock Market LLC
• $2.43 — mon Stock. The public offering price is $2.43 per share of Common Stock and accompany
• $2.2842 — he Underwriting Agreement at a price of $2.2842 per share of Common Stock and accompany
• $2.4299 — n Warrant. The public offering price is $2.4299 per share of Common Stock underlying ea
• $2.2841 — he Underwriting Agreement at a price of $2.2841 per share of Common Stock underlying ea
• $2.92 — xercise price of each Common Warrant is $2.92. Each Common Warrant is exercisable com
• $30.0 m — from the Offering will be approximately $30.0 million, before deducting underwriting di

Filing Documents

• ea0258026-8k_jasper.htm (8-K) — 53KB
• ea025802601ex1-1_jasper.htm (EX-1.1) — 286KB
• ea025802601ex4-1_jasper.htm (EX-4.1) — 91KB
• ea025802601ex4-2_jasper.htm (EX-4.2) — 102KB
• ea025802601ex5-1_jasper.htm (EX-5.1) — 9KB
• ea025802601ex99-1_jasper.htm (EX-99.1) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 9KB
• ex5-1_003.jpg (GRAPHIC) — 2KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• 0001213900-25-089584.txt ( ) — 929KB
• jspr-20250918.xsd (EX-101.SCH) — 4KB
• jspr-20250918_def.xml (EX-101.DEF) — 26KB
• jspr-20250918_lab.xml (EX-101.LAB) — 36KB
• jspr-20250918_pre.xml (EX-101.PRE) — 25KB
• ea0258026-8k_jasper_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 18, 2025, Jasper Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with TD Securities (USA) LLC as the representative of the several underwriters named therein (the "Underwriters"), relating to an underwritten public offering (the "Offering") of (i) an aggregate of 11,670,707 shares of the Company's voting common stock ("Common Stock") and accompanying warrants (the "Common Warrants") to purchase up to an aggregate of 11,670,707 shares of Common Stock and (ii) pre-funded warrants to purchase up to an aggregate of 675,000 shares of Common Stock (the "Pre-Funded Warrants") and accompanying Common Warrants to purchase up to an aggregate of 675,000 shares of Common Stock. The public offering price is $2.43 per share of Common Stock and accompanying Common Warrant to purchase one share of Common Stock and the Underwriters have agreed to purchase the shares of Common Stock and accompanying Common Warrants pursuant to the Underwriting Agreement at a price of $2.2842 per share of Common Stock and accompanying Common Warrant. The public offering price is $2.4299 per share of Common Stock underlying each Pre-Funded Warrant and accompanying Common Warrant to purchase one share of Common Stock, which represents the per-share offering price per share of Common Stock and accompanying Common Warrant in the Offering, less the $0.0001 exercise price for each Pre-Funded Warrant, and the Underwriters have agreed to purchase the Pre-Funded Warrants and accompanying Common Warrants pursuant to the Underwriting Agreement at a price of $2.2841 per share of Common Stock underlying each Pre-Funded Warrant and accompanying Common Warrant to purchase one share of Common Stock. The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No. 333-285914), previously filed with the Securities and Exchange Commission (the "SEC") on March 19,

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the anticipated use of proceeds from the Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing the Offering on a timely basis or at all, market conditions and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking by law. 2

01. Other Events

Item 8.01. Other Events. On September 18, 2025, the Company provided the following corporate update on the ongoing investigation into the confounded efficacy results reported in July 2025 from the 240mg Q8W and the 240mg followed by 180mg Q8W cohorts of the BEACON study in Chronic Spontaneous Urticaria ("CSU"): Based on the work conducted to date, the Company believes the anomalous efficacy results in these two cohorts do not appear to be related to drug substance ("DS") or drug product ("DP") manufacturing or distribution processes. This conclusion reflects, among other factors: a comprehensive review of manufacturing and distribution records; robust testing of multiple lots across the manufacturing and clinical supply chain; independent, blinded testing of returned drug product samples from trial sites; and review of stability samples from the lots used in the two cohorts compared against other lots. With no evidence of DS or DP issues, the ongoing investigation is now focused on clinical site activity, including: patient selection and enrollment processes; investigational product handling and administration at the site level; drug delivery methods (for example, injection site, needle and injection media); and additional patient- and site-level data review. The Company continues to expect to complete the investigation in the fourth quarter of 2025, supported by a key opinion leader panel that will review findings and provide clinical and chemistry, manufacturing and controls recommendations for integration into the planned Phase 2b CSU study. On September 18, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements Except for the factual statements made herein, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such as "believes," "intends," "expects," "plans" and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the investigation into clinical site activity will provide any conclusive information or insights into the confounded efficacy results reported in July 2025 from the BEACON study. Reference is also made to other factors detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, including the Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this Current Report on Form 8-K, unless required by law. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 1.1 Underwriting Agreement, dated as of September 18, 2025, by and between Jasper Therapeutics, Inc. and TD Securities (USA) LLC 4.1 Form of Pre-Funded Warrant to Purchase Common Stock. 4.2 Form of Common Warrant. 5.1 Opinion of Paul Hastings LLP. 23.1 Consent of Paul Hastings LLP (included in Exhibit 5.1). 99.1 Press Release, dated September 18, 2025. 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: September 19, 2025 By: /s/ Herb Cross Name: Herb Cross Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR