Washington, D.C. 20549
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:
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).
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. ☐
On October 1, 2026, the Company filed Amendment
No. 1 to the Original Form 8-K (“Amendment No. 1”) on Form 8-K/A to amend and supplement Item 9.01 of the Original Form 8-K
to include the financial statements and unaudited pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which
were not included in the Original Form 8-K. Due to a clerical error, Amendment No. 1 inadvertently included an incomplete version of Exhibit
99.3.
This Current Report on Form 8-K/A (“Amendment
No. 2”) amends Item 9.01 of the Original Form 8-K, as amended by Amendment No. 1, solely to refile Exhibit 99.3 in its entirety.
Except as described above, Amendment No. 2 does not amend, update or otherwise modify any other information set forth in Amendment No.
1 or the Original Form 8-K.
The audited financial statements and accompanying
notes of Kira Pharmaceuticals as of and for the fiscal years ended December 31, 2025 and 2024 are filed as Exhibit 99.1 to this Current
Report on Form 8-K/A and incorporated herein by reference.
The unaudited financial statements and accompanying
notes of Kira Pharmaceuticals as of and for the six months ended June 30, 2026 and 2025 are filed as Exhibit 99.2 to this Current Report
on Form 8-K/A and incorporated herein by reference.
The unaudited pro forma condensed combined balance
sheet as of June 30, 2026, the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026,
the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, and the related notes of Jasper
Therapeutics, Inc. with respect to the Merger, the concurrent private placement of non-voting convertible preferred stock (the “Financing”),
the distribution of contingent value rights and the Mirador License Agreement (as defined in Exhibit 99.3), are filed as Exhibit 99.3
to this Current Report on Form 8-K/A and incorporated herein by reference.
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.
Exhibit 99.3
JASPER THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
As of June 30, 2026
For the Six Months Ended June 30, 2026 and the
Year Ended December 31, 2025
(Unaudited)
Introduction
On July 16, 2026, Jasper Therapeutics, Inc. (the “Company”
or “Jasper”) acquired Kira Pharmaceuticals (“Kira”), a Cayman Islands exempted company, in accordance with the
terms of the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Kira Holdco Inc., a Delaware
corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Kira. Pursuant to the Merger Agreement, Kira
merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of the Company
(the “Merger”).
Under the terms of the Merger Agreement, following the closing of the
Merger (the “Closing”), the Company issued to the shareholders of Kira an aggregate of (i) 5,195,009 shares (the “Merger
Shares”) of voting common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) 4,644,977
shares of non-voting convertible preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), each
share of which is convertible into 61 shares of Common Stock, subject to certain conditions. Additionally, each option to purchase Kira
ordinary shares was assumed by the Company and was converted into options to purchase an aggregate of 392,791 shares of Common Stock and
an aggregate of 351,201 shares of Preferred Stock. Additionally, a total of 254,462 shares of Preferred Stock were issued to the holders
of Company SAFEs (as defined in the Merger Agreement).
Concurrently with the execution of the Merger Agreement, the Company
entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell an aggregate
of 4,655,951 shares of Preferred Stock (the “PIPE Securities”) for an aggregate purchase price of approximately $132.0 million
(the “Financing”). The Financing closed on July 20, 2026.
Pursuant to the Merger Agreement and the Purchase Agreement, the Company
will hold a shareholders’ meeting to submit the following matters to its shareholders for their consideration: (i) the
approval, in accordance with the rules of The Nasdaq Stock Market LLC, of the conversion of the Preferred Stock issued pursuant to the
Merger Agreement and to be issued pursuant to the Purchase Agreement into shares of Common Stock (the “Conversion Proposal”),
(ii) the ratification of the appointment of Patrick Crutcher to the Board of Directors of the Company (the “Board”), and (iii)
the approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock by an amount
sufficient to permit the conversion of all Preferred Stock and PIPE Securities issued or reserved for issuance pursuant to the Merger
Agreement and the Purchase Agreement, respectively, into Common Stock in accordance with the terms of the Certificate of Designation (as
defined in the Merger Agreement).
Concurrently with the execution of the Purchase Agreement, the Company
entered into a Registration Rights Agreement with the Investors, pursuant to which the Company is required to file a resale registration
statement with respect to the shares of Common Stock issuable upon conversion of the PIPE Securities within 90 calendar days.
Concurrently with the execution of the
Merger Agreement, the Company entered into a contingent value rights agreement (the “CVR Agreement”), pursuant to which
each holder of Common Stock of record immediately prior to the Closing is entitled to one (1) contractual contingent value right
(each, a “CVR”) for each share of Common Stock held. Each CVR entitles the holder to receive a pro-rata portion of $30.0
million if the United States Food and Drug Administration issues a Priority Review Voucher (as defined in the CVR Agreement) in
connection with briquilimab on or prior to December 31, 2028.
On July 13, 2026, Kira entered into a License Agreement with Mirador
Therapeutics, Inc. (“Mirador”), pursuant to which Kira granted Mirador an exclusive, worldwide, royalty-bearing license to
KP-301 and KP-402 (the “Mirador License Agreement”). Under the terms of the Mirador License Agreement, Mirador agreed to pay
Kira an upfront payment of $12.0 million and a payment of $8.0 million upon delivery of drug substance and compound to Mirador, as well
as potential development milestone payments of up to $108.5 million, commercial milestone payments of up to $350.0 million, and tiered
royalties. The Mirador License Agreement was entered into in contemplation of the Merger and the Financing, and Mirador participated as
an investor in the Financing. The Company acquired the rights and receivables under the Mirador License Agreement as part of the Merger.
As the Mirador License Agreement was entered into on July 13, 2026, after the date of the historical Kira balance sheets included in this
filing, the pro forma financial information gives effect to the Mirador License Agreement as a transaction adjustment.
The following unaudited pro forma condensed combined financial information
of the Company is presented to illustrate the estimated effects of (1) the Merger, (2) the Financing, (3) the CVR Agreement and
(4) the Mirador License Agreement.
The unaudited pro forma condensed combined balance sheet as of June
30, 2026 combines the historical consolidated balance sheet of the Company and the historical consolidated balance sheet of Kira, giving
effect to the Merger, the Financing, the CVR distribution and the Mirador License Agreement as if they had occurred on June 30, 2026.
The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December
31, 2025 combine the historical statements of operations of the Company and Kira, giving effect to the Merger, the Financing, the CVR
distribution and the Mirador License Agreement as if they had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information should
be read in conjunction with the following historical consolidated financial statements and notes:
| ● | the audited consolidated financial statements of the Company as of December 31, 2025 and for the year then ended included in the Annual
Report on Form 10-K for the year ended December 31, 2025; |
| ● | the unaudited consolidated financial statements of the Company as of and for the six months ended June 30, 2026 included in the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026; |
| ● | the audited financial statements of Kira as of December 31, 2025 and 2024 and for the years then ended filed as Exhibit 99.1 to this
Current Report on Form 8-K/A; and |
| ●
| the unaudited financial statements of Kira as of and for the six months ended June 30, 2026 filed as Exhibit 99.2 to this Current
Report on Form 8-K/A. |
The following unaudited pro forma condensed combined financial information
has been prepared in accordance with Article 11 of Regulation S-X, as amended by the SEC on May 20, 2020, and presents the historical
financial position and results of operations of the Company and Kira, adjusted to give effect to (i) the Merger, (ii) the Financing, (iii)
the CVR distribution and (iv) the Mirador License Agreement, described in the notes below.
The unaudited pro forma condensed combined financial information is
presented for illustrative and informational purposes only and is based upon available information and assumptions made by management
that we believe are reasonable. Actual adjustments may differ materially. The pro forma financial information does not purport to represent
what the results of operations would have been had these transactions actually occurred on the dates indicated, nor does it purport to
project results for any future period. The pro forma financial information does not give effect to any anticipated synergies, operating
efficiencies, tax savings or cost savings.
JASPER THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
As of June 30, 2026
(in thousands, except share data)
| | |
Jasper
Historical | | |
Kira
Historical | | |
Merger Related Transaction
Adjustments | | |
Other Transaction Adjustments | | |
Note 4 | |
Pro Forma
Combined | |
| ASSETS | |
| | |
| | |
| | |
| | |
| |
| |
| Current assets: | |
| | |
| | |
| | |
| | |
| |
| |
| Cash and cash equivalents | |
$ | 7,314 | | |
$ | 10,685 | | |
$ | 124,829 | | |
$ | - | | |
(A) | |
$ | 142,828 | |
| Mirador receivable | |
| - | | |
| - | | |
| - | | |
| 12,000 | | |
(E) | |
| 12,000 | |
| Material deliverable to Mirador | |
| - | | |
| - | | |
| - | | |
| 7,995 | | |
(J) | |
| 7,995 | |
| Restricted cash, current | |
| 417 | | |
| - | | |
| - | | |
| - | | |
| |
| 417 | |
| Prepaid expenses and other current assets | |
| 3,840 | | |
| 576 | | |
| - | | |
| - | | |
| |
| 4,416 | |
| Total current assets | |
| 11,571 | | |
| 11,261 | | |
| 124,829 | | |
| 19,995 | | |
| |
| 167,656 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Property and equipment, net | |
| 60 | | |
| 8 | | |
| - | | |
| - | | |
| |
| 68 | |
| Operating lease right-of-use assets | |
| 128 | | |
| 25 | | |
| - | | |
| - | | |
| |
| 153 | |
| Other non-current assets | |
| 43 | | |
| 351 | | |
| - | | |
| - | | |
| |
| 394 | |
| Total assets | |
$ | 11,802 | | |
$ | 11,645 | | |
$ | 124,829 | | |
$ | 19,995 | | |
| |
$ | 168,271 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Accounts payable | |
| 2,778 | | |
| 4,232 | | |
| - | | |
| - | | |
| |
| 7,010 | |
| Accrued expenses and other current liabilities | |
| 4,797 | | |
| 737 | | |
| - | | |
| 1,500 | | |
(K) | |
| 8,375 | |
| | |
| | | |
| | | |
| 1,341 | | |
| | | |
(L) | |
| | |
| Current portion of operating lease liabilities | |
| 270 | | |
| 28 | | |
| - | | |
| - | | |
| |
| 298 | |
| SAFE liabilities | |
| - | | |
| 7,214 | | |
| (7,214 | ) | |
| - | | |
(H) | |
| | |
| Total current liabilities | |
| 7,845 | | |
| 12,211 | | |
| (5,873 | ) | |
| 1,500 | | |
| |
| 15,683 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Warrant liability | |
| 2,544 | | |
| - | | |
| - | | |
| - | | |
| |
| 2,544 | |
| CVR obligation | |
| - | | |
| - | | |
| 1,900 | | |
| - | | |
(I) | |
| 1,900 | |
| Other non-current liabilities | |
| - | | |
| 1,294 | | |
| - | | |
| - | | |
| |
| 1,294 | |
| Total liabilities | |
| 10,389 | | |
| 13,505 | | |
| (3,973 | ) | |
| 1,500 | | |
| |
| 21,421 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Commitments and contingencies | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Convertible Preferred Stock | |
| - | | |
| - | | |
| 124,829 | | |
| - | | |
(A) | |
| 263,742 | |
| | |
| | | |
| | | |
| 120,418 | | |
| - | | |
(B) | |
| | |
| | |
| | | |
| | | |
| | | |
| 18,495 | | |
(F) | |
| | |
| Options for convertible preferred stock | |
| - | | |
| - | | |
| 4,654 | | |
| - | | |
(G) | |
| 4,654 | |
| Total Convertible Preferred Stock | |
| - | | |
| - | | |
| 249,901 | | |
| 18,495 | | |
| |
| 268,396 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Stockholders’ equity (deficit): | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Preferred stock | |
| - | | |
| 37 | | |
| (37 | ) | |
| - | | |
(H) | |
| - | |
| Common stock | |
| 3 | | |
| 276 | | |
| (276 | ) | |
| - | | |
(H) | |
| 4 | |
| | |
| | | |
| | | |
| 1 | | |
| - | | |
(C) | |
| | |
| Additional paid-in capital | |
| 322,014 | | |
| 181,979 | | |
| (181,979 | ) | |
| - | | |
(H) | |
| 324,219 | |
| | |
| | | |
| | | |
| 4,020 | | |
| - | | |
(C) | |
| | |
| | |
| | | |
| | | |
| (1,900 | ) | |
| | | |
(I) | |
| | |
| | |
| | | |
| | | |
| 85 | | |
| - | | |
(G) | |
| | |
| Accumulated deficit | |
| (320,604 | ) | |
| (184,172 | ) | |
| 184,172 | | |
| - | | |
(H) | |
| (445,769 | ) |
| | |
| | | |
| | | |
| (125,165 | ) | |
| - | | |
(D) | |
| | |
| Accumulated other comprehensive income | |
| - | | |
| 20 | | |
| (20 | ) | |
| - | | |
(H) | |
| - | |
| Total stockholders’ equity (deficit) | |
| 1,413 | | |
| (1,860 | ) | |
| (121,099 | ) | |
| - | | |
| |
| (121,546 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Total liabilities, mezzanine equity and stockholders’ equity (deficit) | |
$ | 11,802 | | |
$ | 11,645 | | |
$ | 124,829 | | |
$ | 19,995 | | |
| |
$ | 168,271 | |
JASPER THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
For the Year Ended December 31, 2025
(in thousands, except share and per share data)
| | |
Jasper Historical | | |
Kira Historical | | |
Merger Related Transaction Adjustments | | |
Other Transaction Adjustments | | |
Note 4 | | Pro Forma Combined |
|
| Operating expenses: | |
| | |
| | |
| | |
| | |
| |
|
|
|
| Acquired in-process research and development | |
$ | - | | |
$ | - | | |
$ | 125,165 | | |
| | | |
| (D) | | $ |
126,665 |
|
| | |
| | | |
| | | |
| | | |
| 1,500 | | |
| (K) | |
|
|
|
| Research and development | |
| 63,104 | | |
| 909 | | |
| - | | |
| | | |
| | | |
64,013 |
|
| General and administrative | |
| 20,779 | | |
| 1,501 | | |
| - | | |
| | | |
| | | |
22,280 |
|
| Total operating expenses | |
| 83,883 | | |
| 2,410 | | |
| 125,165 | | |
| 1,500 | | |
| | | |
212,958 |
|
| Loss from operations | |
| (83,883 | ) | |
| (2,410 | ) | |
| (125,165 | ) | |
| (1,500 | ) | |
| | | |
(212,958 |
) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Other income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Interest income (expense), net | |
| 1,741 | | |
| - | | |
| - | | |
| | | |
| | | |
1,741 |
|
| Change in fair value of warrant liability | |
| 8,528 | | |
| - | | |
| - | | |
| | | |
| | | |
8,528 |
|
| Gain on accounts payable settlement | |
| - | | |
| 2,027 | | |
| - | | |
| | | |
| | | |
2,027 |
|
| Loss from issuance and remeasurement of convertible note at fair value | |
| - | | |
| (3,950 | ) | |
| - | | |
| | | |
| | | |
(3,950 |
) |
| Other income (expense), net | |
| (2,187 | ) | |
| 220 | | |
| - | | |
| | | |
| | | |
(1,967 |
) |
| Provision for income taxes | |
| - | | |
| (258 | ) | |
| - | | |
| | | |
| (M) | | |
(258 |
) |
| Total other income (expense), net | |
| 8,082 | | |
| (1,961 | ) | |
| - | | |
| - | | |
| | | |
6,121 |
|
| | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Net loss | |
$ | (75,801 | ) | |
$ | (4,371 | ) | |
$ | (125,165 | ) | |
| (1,500 | ) | |
| | | $ |
(206,837) |
|
| | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Other comprehensive loss | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Foreign currency translation adjustment, net of tax | |
| - | | |
| (416 | ) | |
| - | | |
| - | | |
| | | |
(416 |
) |
| Total comprehensive loss | |
$ | (75,801 | ) | |
$ | (4,787 | ) | |
$ | (125,165 | ) | |
| (1,500 | ) | |
| | | $ |
(207,253 |
) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Net loss per share attributable to common stockholders, basic and diluted | |
$ | (3.95 | ) | |
| | | |
$ | | | |
| | | |
| | | $ |
(0.34 |
) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Weighted average shares outstanding, basic and diluted | |
| 19,168,110 | | |
| | | |
| | | |
| | | |
| (N) | | |
607,242,129 |
|
JASPER THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
For the Six Months Ended June 30, 2026
(in thousands, except share and per share data)
| | |
Jasper Historical | | |
Kira Historical | | |
Merger Related Transaction Adjustments | | |
Note 4 | |
Pro Forma Combined | |
| Operating expenses: | |
| | |
| | |
| | |
| |
| |
| Research and development | |
$ | 10,949 | | |
$ | 1,187 | | |
$ | - | | |
| |
$ | 12,136 | |
| General and administrative | |
| 9,210 | | |
| 1,253 | | |
| - | | |
| |
| 10,463 | |
| Acquired in-process research and development expense | |
| - | | |
| 139 | | |
| - | | |
| |
| 139 | |
| Total operating expenses | |
| 20,159 | | |
| 2,579 | | |
| - | | |
| |
| 22,738 | |
| Loss from operations | |
| (20,159 | ) | |
| (2,579 | ) | |
| - | | |
| |
| (22,738 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Other income, net: | |
| | | |
| | | |
| | | |
| |
| | |
| Interest income | |
| 246 | | |
| - | | |
| - | | |
| |
| 246 | |
| Change in fair value of warrant liability | |
| 13,620 | | |
| - | | |
| - | | |
| |
| 13,620 | |
| Gain on accounts payable settlement | |
| - | | |
| 1,327 | | |
| - | | |
| |
| 1,327 | |
| Loss on issuance of SAFEs | |
| - | | |
| (2,164 | ) | |
| - | | |
| |
| (2,164 | ) |
| Other income, net | |
| 2,359 | | |
| 85 | | |
| - | | |
| |
| 2,444 | |
| Provision for income taxes | |
| - | | |
| (87 | ) | |
| - | | |
(M) | |
| (87 | ) |
| Total other income, net | |
| 16,225 | | |
| (839 | ) | |
| - | | |
| |
| 15,386 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Net loss | |
$ | (3,934 | ) | |
$ | (3,418 | ) | |
$ | - | | |
| |
| (7,352 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Other comprehensive loss | |
| | | |
| | | |
| | | |
| |
| | |
| Foreign currency translation adjustment, net of tax | |
| - | | |
| (151 | ) | |
| - | | |
| |
| (151 | ) |
| Total comprehensive loss | |
$ | (3,934 | ) | |
$ | (3,569 | ) | |
$ | - | | |
| |
$ | (7,503 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Net loss per share attributable to common stockholders, basic and diluted | |
$ | (0.14 | ) | |
| | | |
$ | | | |
| |
$ | (0.01 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Weighted average shares outstanding, basic and diluted | |
| 28,696,937 | | |
| | | |
| | | |
(N) | |
| 616,771,573 | |
NOTE 1 — DESCRIPTION OF TRANSACTIONS
Merger Related Transactions
Merger Transaction
On July 16, 2026, Jasper Therapeutics, Inc. (the
“Company” or “Jasper”) acquired Kira Pharmaceuticals (“Kira”) in accordance with the terms of the
Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Kira merged with and into the Company
(the “Merger”). The Company issued to the shareholders of Kira an aggregate of (i) 5,195,009 shares of Common Stock and (ii)
4,644,977 shares of Preferred Stock as merger consideration. Each option to purchase Kira ordinary shares was assumed and converted into
options to purchase an aggregate of 392,791 shares of Common Stock and an aggregate of 351,201 shares of Preferred Stock. A total of 254,462
shares of Preferred Stock were issued to the holders of Company SAFEs.
Financing
Concurrently with the execution of the Merger
Agreement, the Company entered into the Purchase Agreement, pursuant to which the Company agreed to sell an aggregate of 4,655,951 shares
of Preferred Stock for an aggregate cash purchase price of approximately $132.0 million.
Contingent Value Rights
Concurrently with the execution of the Merger
Agreement, the Company entered into a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder
of Common Stock of record immediately prior to the closing of the Merger is entitled to one (1) contingent value right (each, a “CVR”),
for each share of Common Stock held. Each CVR entitles the holder to receive a pro-rata portion of $30.0 million if the United States
Food and Drug Administration issues a Priority Review Voucher in connection with briquilimab on or prior to December 31, 2028.
Other Transactions
Mirador License Agreement
On July 13, 2026, Kira entered into a License
Agreement with Mirador Therapeutics, Inc. (“Mirador”), pursuant to which Kira granted Mirador an exclusive, worldwide, royalty-bearing
license to KP-301 and KP-402 (the “Mirador License Agreement”). Under the terms of the Mirador License Agreement, Mirador
agreed to pay Kira (i) an upfront payment of $12.0 million and (ii) $8.0 million upon delivery of drug substance and compound to Mirador,
as well as potential development milestone payments of up to $108.5 million, commercial milestone payments of up to $350.0 million, and
tiered royalties (the “Mirador Contingent Rights”).
University of Pennsylvania License Agreement
Amendment
On July 9, 2026, Kira executed the Third Amendment
to the License Agreement (the “Third Amendment”) pursuant to the license agreement between Kira and The Trustees of the University
of Pennsylvania (the “Penn License Agreement”). The terms of the Penn License Agreement and the Third Amendment include a
fee under certain events defined as a change of control of Kira (the “Change in Control Fee”). Third Amendment established
a minimum Change of Control Fee of $1.5 million. The Merger qualifies as a change of control as defined in the Third Amendment.
NOTE 2 — BASIS OF PRESENTATION
The Merger is accounted for as an asset acquisition
by the Company of Kira under ASC 805, Business Combinations. The Company performed an initial screen test under ASC 805-10-55-5A and concluded
the screen test was not met as gross assets acquired included, in addition to IPR&D programs, the rights to receive an upfront fee
and a payment for materials deliverable to Mirador pursuant to the Mirador License Agreement, which constitute separately identifiable
financial assets not similar to the IPR&D programs. Because the screen test was not met, a full assessment was performed under ASC
805-10-55-5D. The Company concluded that the acquired set did not include the substantive processes or assembled workforce capable of
producing outputs. Accordingly, the Merger is accounted for as an asset acquisition under ASC 805-50. No goodwill is recognized. Acquired
IPR&D that has no alternative future use is expensed at the acquisition date in accordance with ASC 730-10-25-1.
The unaudited pro forma condensed combined balance
sheet as of June 30, 2026 combines the historical consolidated balance sheet of the Company and the historical consolidated balance sheet
of Kira, giving effect to the Merger, the Financing, the CVR distribution and the Mirador License Agreement as if they had occurred on
June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year
ended December 31, 2025 combine the historical statements of operations of the Company and Kira, giving effect to the Merger, the Financing,
the CVR distribution and the Mirador License Agreement as if they had occurred on January 1, 2025.
The adjustments attributable to the Merger, the
Financing and the CVR’s (the “Merger Related Transaction Adjustments”) and the adjustments attributable to the Mirador
License Agreement (the “Other Transaction Adjustments”), collectively (the “pro forma adjustments”), are based
on currently available information and assumptions the Company believes are reasonable and are considered preliminary. The pro forma
adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.
Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference
may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant
effects of the Merger based on information available to management at this time and that the pro forma adjustments give appropriate
effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The pro forma adjustments do not reflect any anticipated
synergies, operating efficiencies or cost savings that may result from the Merger and integration costs that may be incurred.
NOTE 3 — ESTIMATED CONSIDERATION AND PRELIMINARY PURCHASE
PRICE ALLOCATION
The estimated fair value of the consideration
transferred was approximately $149.0 million, inclusive of the estimated Company transaction costs in connection with the Merger is summarized
as follows (in thousands):
| | |
Amounts | |
| Common stock | |
$ | 4,021 | |
| Preferred stock | |
| 138,913 | |
| Assumption of Kira options | |
| 4,739 | |
| Estimated transaction costs | |
| 1,341 | |
| Total consideration transferred | |
$ | 149,014 | |
The preliminary estimated fair value consideration
was based on the (i) common shares issued, multiplied by $0.774 which represents the closing price as reported on the Nasdaq Capital Market
on July 16, 2026, (ii) the aggregate preferred shares issued (as converted to common shares), multiplied by $0.465 which represents the
as converted price from the Financing, (iii) the estimated fair value of the Kira stock options exchanged for stock options of the Company
and (iv) the estimated transaction costs.
The preliminary allocation of consideration to
net assets acquired, based upon the Kira balance sheet as of the Closing Date, is as follows (in thousands):
| (in thousands) | |
Amount | |
| Assets acquired: | |
| |
| Cash and cash equivalents | |
$ | 10,685 | |
| Mirador receivable | |
| 12,000 | |
| Material deliverable to Mirador | |
| 7,995 | |
| Prepaid expenses and other current assets | |
| 576 | |
| Property and equipment and other non-current assets | |
| 384 | |
| Liabilities assumed: | |
| | |
| Accounts payable, accrued liabilities and other liabilities | |
| (6,291 | ) |
| Penn change in control fee | |
| (1,500 | ) |
| Acquired in-process research and development (IPR&D) | |
| 125,165 | |
| Total consideration transferred | |
$ | 149,014 | |
The above allocation of the purchase price is
based upon certain preliminary valuations and other analyses that have not been completed as of the date of this filing. Any changes in
the estimated fair values of the net assets recorded for this asset acquisition upon the finalization of more detailed analyses of the
facts and circumstances that existed at the date of the Merger will change the allocation of the purchase price. As such, the purchase
price allocations for the acquisition are preliminary estimates, which are subject to change.
NOTE 4 — TRANSACTION ACCOUNTING ADJUSTMENTS
The pro forma adjustments included in the “Transaction
Accounting Adjustments” column are preliminary and represent the Company’s best estimates based on currently available information
and assumptions the Company believes are reasonable.
| (A) | To
record $124.8 million net proceeds associated with the issuance of Preferred Stock under the Purchase Agreement as follows: |
| | |
Amount | |
| Gross proceeds from Financing | |
$ | 132,000 | |
| Placement agent fees | |
| (6,980 | ) |
| Other fees | |
| (191 | ) |
| Net cash pro forma adjustment | |
$ | 124,829 | |
| (B) | To
record the issuance of 4,899,439 shares of Preferred Stock as merger consideration, consisting of (i) 4,644,977 shares issued to former
shareholders of Kira and (ii) 254,462 shares issued to holders of Company SAFEs, each valued at the Financing price. This adjustment
also reflects the elimination of Kira’s historical equity balances, including common stock, additional paid-in capital, accumulated
deficit, and accumulated other comprehensive income, as part of the acquisition accounting. |
| (C) | To
record the issuance of 5,195,009 shares of Common Stock to former shareholders of Kira as merger consideration, valued at $0.774 per
share, representing the closing price of the Company’s Voting Common Stock as reported on the closing date of the Merger. |
| (D) | To
record the expensing of acquired IPR&D at the acquisition date. The acquired programs, KP-104 (anti-C5 x Factor H bifunctional biologic,
and KP-701 (anti-CD79B x CD32B bispecific), have no alternative future use and are expensed per ASC 730-10-25-1. |
| (E) | To
record upfront license fee receivable under the Mirador License Agreement |
| (F) | To
record Merger consideration allocable to the Mirador receivable, the material deliverable to Mirador and the Change in Control Fee liability
under the Penn License Agreement. |
| (G) | In
connection with the Merger, the Company assumed all outstanding and unexercised Kira equity options, which were converted into options
to purchase an aggregate of (i) 392,791 shares of Common Stock and (ii) 351,201 shares of Preferred Stock (collectively, the “Assumed
Options”). The closing-date fair value of the Assumed Options was determined using a Black-Scholes valuation model, utilizing the
Merger date closing market price of $0.774 per share. |
The total closing-date fair value was
allocated between (i) the pre-combination service period, which is included as part of the consideration transferred in the amount of
approximately $4.8 million, and (ii) the post-combination service period, which will be recognized as stock-based compensation expense
under ASC 718 over the remaining vesting periods. The pre-combination service period portion reflects the closing-date fair value
multiplied by the ratio of service completed prior to the acquisition date to the total vesting period for each award.
| (H) | To
record the elimination of Kira SAFEs and historical equity balances, including common stock, additional paid-in capital, accumulated
deficit, and accumulated other comprehensive income settled or extinguished in conjunction with the Merger. |
| (I) | In
connection with the Merger, the Company entered into the CVR Agreement pursuant to which each holder of Common Stock of record immediately
prior to the Closing is entitled to one (1) CVR for each share of Common Stock held. Each CVR entitles the holder to receive a pro-rata
portion of $30.0 million if the United States Food and Drug Administration issues a Priority Review Voucher in connection with briquilimab
on or prior to December 31, 2028. The aggregate fair value of the CVR obligation at the time of the Closing was $1.9 million, which is
recognized as a liability with the dividend recognized to additional paid in capital. |
| (J) | To
record the estimated value of physical samples of antibodies, cell lines used to manufacture antibodies, compounds, drug substance
and drug product licensed and deliverable to Mirador under the Mirador License Agreement. |
| |
(K) |
To record the Change in Control Fee under the Penn License Agreement. |
| |
|
|
| |
(L) |
To record direct acquisition costs (legal, accounting, and advisory fees) not yet reflected in the Company’s historical financial statements as of June 30, 2026. |
| |
|
|
| |
(M) |
No pro forma income tax benefit has been recognized on the net loss generated by the transaction accounting adjustments. The Company maintains a full valuation allowance against its deferred tax assets, as it is not more likely than not that those assets will be realized. Accordingly, no deferred tax benefit arising from the acquired IPR&D charge, transaction costs, CVR distribution, or other pro forma adjustments has been recorded. The effective tax rate on the pro forma combined results is zero for this reason. |
| |
|
|
| |
(N) |
The pro forma basic and diluted loss per share reflect the pro forma net loss for each period presented and assume that all shares of Common Stock and Preferred Stock issued in connection with the Merger and the Financing were outstanding for the entirety of all periods presented. |
| |
|
|
| |
|
The Company applies the two-class method of computing loss per share. The Series A Non-Voting Convertible Preferred Stock carries no liquidation preference, participates in dividends only on an as-if-converted basis when dividends are declared on Common Stock, and participates equally with Common Stock on an as-converted basis. Accordingly, the Preferred Stock is treated as a second class of common stock, net loss is allocated proportionally between classes, and loss per share is identical for both classes on a per-common-equivalent basis. The following table sets forth the pro forma adjustment to the weighted-average shares outstanding used in the calculation. |
| | |
Six Months Ended
June 30,
2026 | | |
Year Ended
December 31,
2025 | |
| Numerator: | |
| | |
| |
| Pro forma comprehensive net loss | |
$ | (7,503 | ) | |
$ | (207,253 | ) |
| | |
| | | |
| | |
| Denominator: | |
| | | |
| | |
| Common Stock: | |
| | | |
| | |
| Historical Jasper weighted average shares | |
| 28,697 | | |
| 19,168 | |
| Common Stock issued to Kira shareholders | |
| 5,195 | | |
| 5,195 | |
| Total weighted average Common Stock | |
| 33,879 | | |
| 24,363 | |
| | |
| | | |
| | |
| Preferred Stock (as-converted to Common Stock equivalents): | |
| | | |
| | |
| Merger consideration | |
| 283,344 | | |
| 283,344 | |
| SAFE holder settlement | |
| 15,522 | | |
| 15,522 | |
| Financing | |
| 284,014 | | |
| 284,014 | |
| Total weighted average Preferred Stock (as-converted) | |
| 582,880 | | |
| 582,880 | |
| | |
| | | |
| | |
| Total weighted average shares (Common + Preferred, as-converted) | |
| 616,772 | | |
| 607,243 | |
| | |
| | | |
| | |
| Pro forma net loss per share (basic and diluted, per common equivalent): | |
$ | (0.01 | ) | |
$ | (0.34 | ) |
