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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): January 2, 2026
JASPER
THERAPEUTICS, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39138 |
|
84-2984849 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2200
Bridge Pkwy Suite #102
Redwood City, California 94065
(Address
of Principal Executive Offices) (Zip Code)
(650)
549-1400
Registrant’s
telephone number, including area code
N/A
(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 Exchange Act:
| (Title
of each class) |
|
(Trading
Symbol) |
|
(Name
of exchange on which registered) |
| Voting Common Stock,
par value $0.0001 per share |
|
JSPR |
|
The Nasdaq Stock Market
LLC |
| Redeemable Warrants,
each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00 |
|
JSPRW |
|
The Nasdaq Stock Market
LLC |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Chief Executive Officer and President
On
January 2, 2026, the Board of Directors (the “Board”) of Jasper Therapeutics, Inc. (the “Company”) determined
that, effective January 5, 2026, Ron Martell would cease serving as the Company’s Chief Executive Officer and President. Pursuant
to the Amended and Restated Employment Agreement, dated as of June 10, 2024, between the Company and Mr. Martell (the “Martell
Employment Agreement”), Mr. Martell’s departure from the Company constitutes a termination without Cause (as defined in the
Martell Employment Agreement), and, in accordance therewith, subject to Mr. Martell executing a release in favor of the Company in a
form agreed to by the Company, Mr. Martell will be entitled to receive an amount equal to 18 months of his base salary, payable in accordance
with the Company’s payroll cycle, and the Company shall pay COBRA premiums for Mr. Martell and his covered dependents for a period
of up to 18 months.
Pursuant
to the Martell Employment Agreement, on January 5, 2026 concurrently with Mr. Martell’s departure as the Company’s Chief
Executive Officer and President, he automatically resigned from the Board. The resignation was not a result of any disagreement with
the Company on any matter relating to the Company’s operations, policies or practices.
Appointment
of Chief Executive Officer and President
Effective
January 5, 2026, the Board also appointed Jeet Mahal, the Company’s current Chief Operating Officer, as the Company’s Chief
Executive Officer and President. Mr. Mahal will serve as the Company’s principal executive officer. Concurrently with Mr. Mahal’s
appointment as the Company’s Chief Executive Officer and President, he was also appointed as a Class III director of the Board.
The
Company previously entered into an amended and restated employment agreement with Mr. Mahal, dated June 10, 2024 (the “Mahal Employment
Agreement”). The Mahal Employment Agreement will continue to govern the terms of Mr. Mahal’s employment with the Company
and a description thereof is set forth in the section of the Company’s definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on May 19, 2025 (the “2025 Proxy Statement”) titled “Executive Compensation—Employment
and Other Arrangements with Named Executive Officers—Jeet Mahal” and incorporated herein by reference. In connection with
Mr. Mahal’s appointment as the Company’s Chief Executive Officer and President, Mr. Mahal’s annualized salary was increased
to $600,000 and he will be eligible to receive an annual performance bonus of up to 50% of his base salary. His salary and performance
bonus percentage may be adjusted in the future, and he may receive future market-based equity awards and a discretionary cash payment,
in each case at the discretion of the Compensation Committee of the Board. Mr. Mahal’s employment is on an “at will”
basis.
Mr.
Mahal’s biographical information is set forth in the section of the 2025 Proxy Statement titled “Executive Officers”,
and such information is incorporated herein by reference. There are no family relationships between Mr. Mahal and any director or executive
officer of the Company, and he was not selected by the Board to serve as Chief Executive Officer and President pursuant to any arrangement
or understanding with any person. Mr. Mahal has not engaged in any transaction that would be reportable as a related
party transaction under Item 404(a) of Regulation S-K.
Appointment
of Thomas Wiggans as Executive Chair
Effective
January 5, 2026, the Board appointed Thomas G. Wiggans, current Chairperson of the Board, as the Company’s Executive Chair. Mr.
Wiggans’ biographical information is set forth in the section of the 2025 Proxy Statement titled “Board of Directors and
Corporate Governance—Continuing Directors”, and such information is incorporated herein by reference. There are no family
relationships between Mr. Wiggans and any director or executive officer of the Company, and he was not selected by the Board to serve
as Executive Chair pursuant to any arrangement or understanding with any person. Mr. Wiggans has not engaged in any
transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On
January 7, 2026, the Company issued a press release announcing the appointment of Mr. Mahal as the Company’s Chief Executive Officer
and member of the Board and the appointment of Mr. Wiggans as Executive Chair. 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.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
| Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated January 7, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File, formatted in Inline
Extensible Business Reporting Language (iXBRL). |
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 7, 2026 |
By: |
/s/ Jeet Mahal |
| |
|
Name: Jeet Mahal |
| |
|
Title: Chief Executive Officer |
