Jasper Therapeutics (NASDAQ: JSPR) buys Kira, adds $132M PIPE cash
Rhea-AI Filing Summary
Jasper Therapeutics completed an all-stock acquisition of Kira Pharmaceuticals, making Kira a wholly owned subsidiary. At closing Jasper issued 5,195,009 shares of common stock and 4,644,977 shares of non-voting convertible preferred stock, each preferred share being convertible into 61 common shares, and assumed Kira options and SAFEs. Immediately after the merger and before new financing, former Kira equityholders held about 88.73% of fully diluted common stock and pre-transaction Jasper holders about 11.27%.
Jasper also agreed to a $132 million private placement of roughly 4.7 million preferred shares, after which pre-transaction Jasper holders, former Kira holders and PIPE investors are expected to own 6.68%, 49.86% and 43.46% of fully diluted common stock, assuming full conversion. Legacy Jasper shareholders receive one non-transferable contingent value right per share, tied to a potential $30 million payment if the FDA grants a Priority Review Voucher for briquilimab by December 31, 2028. Kira licensed KP-301 and KP-402 to Mirador Therapeutics for $12 million upfront, up to $108.5 million in development and regulatory milestones, up to $350 million in sales milestones and tiered royalties. Jasper created a new preferred class with protective voting rights, automatic conversion after stockholder approval and beneficial ownership caps, and refreshed leadership by adding director Patrick Crutcher and appointing Matthew Ros as chief operating officer.
Positive
- $132 million PIPE financing via non-voting preferred stock adds substantial capital, with company materials indicating the proceeds are expected to fund multiple clinical milestones and operating needs through 2H 2028.
- The Mirador License Agreement provides non-dilutive revenue potential: $12 million upfront, up to $108.5 million in development and regulatory milestones, up to $350 million in commercial milestones and tiered royalties on licensed products.
Negative
- Transaction structure is highly dilutive: after the Kira merger and $132 million PIPE, pre-transaction Jasper equityholders are expected to own only 6.68% of fully diluted common stock, with Kira holders and PIPE investors owning the remainder.
Filing Explained
The acquisition closed, but the $132 million PIPE remained conditional as of July 16, so its financing and ownership effects were not yet current.
The
The completed issuance has already changed the ownership structure for existing common holders, while the further PIPE-related dilution remains conditional rather than completed.
The PIPE is a private placement of preferred securities, not a public offering; the company separately agreed to seek resale registration for the resulting common shares within 90 days after the financing closes.
The preferred stock does not convert immediately: conversion is automatic on the third business day after stockholder approval, subject to ownership caps, and the company agreed to seek that approval within 120 days.
As of
The key resolution points are the expected
Sources and calculations
- Jasper Therapeutics Form 8-K (2026-07-16)
- Form 8-K purpose (current)
- Private placement / PIPE (current)
- Dilution (current)
- Jasper Therapeutics latest quarterly fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $14,144,000 / ($14,548,000 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
contingent value right financial
Priority Review Voucher regulatory
PIPE Securities financial
Registration Rights Agreement financial
Certificate of Designation regulatory
Rare Pediatric Disease Designation medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Jasper Therapeutics (JSPR) do in its acquisition of Kira Pharmaceuticals?
How will ownership of Jasper Therapeutics (JSPR) be split after the Kira merger and PIPE financing?
What are the key terms of Jasper Therapeutics’ (JSPR) $132 million PIPE financing?
What does the Mirador License Agreement mean for Jasper Therapeutics (JSPR)?
How does Jasper Therapeutics’ (JSPR) new preferred stock class work?
What leadership changes accompanied the Jasper Therapeutics (JSPR) and Kira merger?
UNITED STATES
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Item 1.01 - Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On July 16, 2026, Jasper Therapeutics, Inc., a Delaware corporation (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, dated July 16, 2026 (the “Merger Agreement”), by and among the Company, Kira and Kira Holdco Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, pursuant to which Merger Sub was the surviving corporation and became a wholly owned subsidiary of the Company (the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
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 described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Preferred Stock are set forth in the Certificate of Designation (as defined below), the description of which is set forth in Item 5.03 of this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Pursuant to the terms of the Merger Agreement, each option to purchase Kira ordinary shares was assumed by the Company and was converted into options (the “Options”) to purchase an aggregate of 392,791 shares of Common Stock and an aggregate of 351,201 shares of Preferred Stock. In addition, pursuant to the Merger Agreement, a total of 254,462 shares of Preferred Stock were issued to the holders of Company SAFEs (as defined in the Merger Agreement).
Shares of Common Stock, options and warrants held by equityholders of Jasper immediately prior to the effective time of the Merger (the “Effective Time”) remain outstanding and unaffected by the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as defined below), pre-transaction equityholders of the Company hold approximately 11.27% of the shares of Common Stock and former equityholders of Kira hold approximately 88.73% of the shares of Common Stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Preferred Stock). Following the consummation of the Financing, pre-transaction equityholders of the Company will hold approximately 6.68% of the issued and outstanding shares of Common Stock, former equityholders of Kira will hold approximately 49.86% of the issued and outstanding shares of Common Stock, and the Investors (as defined below) will hold approximately 43.46% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Preferred Stock).
Pursuant to the Merger Agreement and the Purchase Agreement (as defined below), the Company has agreed to, within 120 days following the Closing, take all action reasonably necessary to hold a stockholders’ meeting to submit the following matters to its stockholders 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, (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 (as defined below) 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 ((i) – (iii) collectively, the “Company Stockholder Matters”). In connection with these matters, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials.
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Pursuant to the Merger Agreement, promptly after the Effective Time, the Company has agreed to prepare and file with the SEC, a Registration Statement on Form S-8 to register the Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock issuable upon exercise of the Options) issuable upon exercise of the Options.
The Board unanimously approved the Merger Agreement and the related transactions, and the consummation of the Merger did not require the approval of the Company’s stockholders.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Kira. The Merger Agreement contains representations, warranties and covenants that the Company and Kira made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between the Company and Kira and may be subject to important qualifications and limitations agreed to by the Company and Kira in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the Company, on the one hand, and Kira, on the other hand, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
Support Agreements
In connection with the execution of the Merger Agreement, the directors and the officers of the Company, solely in their capacity as stockholders of the Company, and representing approximately 1% of the pre-transaction shares of Common Stock outstanding, executed support agreements in favor of the Company (the “Support Agreements”). The Support Agreements provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of the Company Stockholder Matters at the Company stockholders’ meeting to be held in connection therewith, subject to and in accordance with the terms of the Support Agreements.
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Support Agreement, which is included as Exhibit C to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Lock-up Agreements
Concurrently and in connection with the execution of the Merger Agreement, directors and executive officers of Kira, solely in their capacity as shareholders of Kira, certain stockholders of Kira, and all of the directors and officers of the Company, solely in their capacity as stockholders of the Company, entered into lock-up agreements (the “Lock-up Agreements”) with the Company, pursuant to which each such stockholder is subject to a lockup on the sale or transfer of shares of Common Stock and Preferred Stock held by each such stockholder at the Closing for a period of 180 days after the Closing. The Lock-up Agreements also provide that such restrictions will be terminated upon the termination of such party’s employment or service as a director with the Company.
The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is included as Exhibit B to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Contingent Value Rights Agreement
The Merger Agreement contemplates that within 30 days following the Effective Time, the Company and the Rights Agent (as defined therein) will execute and deliver a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of Common Stock of record immediately prior to the Effective Time is entitled to one (1) contractual contingent value right (“CVR”) issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of Common Stock held by such holder. Each CVR shall entitle the holder thereof to receive a pro rata portion of $30.0 million (the “Milestone Payment”) if the United States Food and Drug Administration issues a Priority Review Voucher (as defined in the CVR Agreement) in connection with briquilimab (the “Milestone”) on or prior to December 31, 2028 (the “Expiration Date”). If the Milestone is achieved on or prior to the Expiration Date and the Company undergoes a Change of Control (as defined in the CVR Agreement), the Company shall pay the Milestone Payment on the earlier of (i) the date of the consummation of such Change of Control and (ii) ninety (90) days following the Monetization Event (as defined in the CVR Agreement). If the Milestone is achieved on or prior to the Expiration Date but a Monetization Event has not yet occurred on or prior to the Expiration Date, the CVRs shall continue in full force and effect and shall not expire until the Milestone Payment has been paid in full, with the Milestone Payment to be paid on the date that is ninety (90) days following the Monetization Event. The CVRs are not transferable, except in certain limited circumstances as will be provided in the CVR Agreement, will not be certificated or evidenced by any instrument, and will not be registered with the SEC or listed for trading on any exchange.
The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the CVR Agreement, which is included as Exhibit F to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Private Placement and Securities Purchase Agreement
Concurrently with the execution of the Merger Agreement, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of approximately 4.7 million shares of Preferred Stock (the “PIPE Securities”) for an aggregate cash purchase price of approximately $132 million (the “Financing”). Each share of Preferred Stock will be convertible into 61 shares of Common Stock, subject to certain conditions. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Preferred Stock are set forth in the Certificate of Designation (as defined below).
The closing of the Financing is expected to occur on July 20, 2026, the second business day after the date of the Merger Agreement, subject to customary closing conditions set forth in the Purchase Agreement including the accuracy of representations and warranties, compliance with covenants and the delivery of customary closing deliverables.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Registration Rights Agreement
Concurrently with the execution of the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company is required to prepare and file a resale registration statement with respect to the shares of Common Stock issuable upon conversion of the PIPE Securities with the SEC within 90 calendar days following the date of the closing of the Financing (the “Filing Deadline”). The Company shall use its reasonable best efforts to cause this registration statement to be declared effective by the SEC by the thirtieth calendar day (or, in the event the SEC reviews the registration statement, the sixtieth calendar day) following the earlier of the Filing Deadline and the date the registration statement is filed with the SEC; provided, however, that if the Company is notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review and comments, the deadline shall be the fifth trading day following the date on which the Company is so notified.
The Company has also agreed to, among other things, indemnify the Investors, their officers, directors, members, employees, partners, managers, stockholders, affiliates, investment advisors and agents under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.
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The Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), promulgated thereunder, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D. The Investors have acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Mirador License Agreement
On July 13, 2026, Kira entered into a License Agreement (the “Mirador License Agreement”) with Mirador Therapeutics, Inc. (“Mirador”). Pursuant to the Mirador License Agreement, Kira granted to Mirador an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses through multiple tiers, under certain patents (“Kira Licensed Patents”) and know-how controlled by Kira, including patent rights licensed to Kira under its License Agreement with The Trustees of the University of Pennsylvania, dated June 9, 2017 (as amended), to develop, manufacture and commercialize products containing Kira’s proprietary anti-C5a antibody (designated internally as KP301) and anti-C5aR small molecule compound (designated internally as KP402) (“Kira Licensed Products”) for all uses and indications worldwide.
In consideration for the license, Mirador agreed to pay Kira an upfront payment of $12,000,000. Mirador is also obligated to pay Kira up to an aggregate of $108,500,000 in development and regulatory milestone payments and up to an aggregate of $350,000,000 in commercial, net sales-based milestone payments across all Kira Licensed Products upon the achievement of certain development, regulatory and commercial milestones. Mirador will pay tiered royalties to Kira based on annual net sales of Kira Licensed Products, ranging from low to mid-single digits. Royalties are payable, on a Kira Licensed Product-by-Kira Licensed Product and country-by-country basis, during the applicable royalty term, which commences with the first commercial sale of such Kira Licensed Product in such country and continues until the latest of (a) expiration of the last-to-expire Kira Licensed Patent claim covering the applicable Kira Licensed Product in the such country, (b) 12 years after the first commercial sale of such Kira Licensed Product in such country, and (c) expiration of regulatory exclusivity for such Kira Licensed Product in such country.
Under the Mirador License Agreement, Kira agreed, subject to certain exceptions, not to itself develop, manufacture or commercialize, or grant any third party a license with respect to, any compound, antibody or product directed to C5a or C5aR during the applicable exclusivity period.
The Mirador License Agreement continues until the expiration of the last royalty term applicable to any Kira Licensed Product in any country, unless earlier terminated. Mirador may terminate the Mirador License Agreement, in whole or with respect to a particular Kira Licensed Product or country, for convenience upon 90 days’ prior written notice to Kira, or for Kira’s uncured material breach or the occurrence of specified insolvency events of Kira. Kira may terminate the Mirador License Agreement for Mirador’s uncured material breach, for the occurrence of specified insolvency events of Mirador, or if Mirador challenges a Kira Licensed Patent. Upon certain terminations, Mirador is required to grant Kira a reversionary license, together with related regulatory approval transfer and technology transfer rights, as more fully described in the Mirador License Agreement.
The Mirador License Agreement also contains customary representations, warranties and covenants, including provisions relating to diligence, regulatory matters, reporting obligations, indemnity, limitation of liability, confidentiality and other matters.
The foregoing summary of the Mirador License Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Mirador License Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
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Item 2.01 - Completion of Acquisition or Disposition of Assets.
On July 16, 2026, the Company completed its acquisition of Kira. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 - Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Securities were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities have not been registered under the Securities Act and the PIPE Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or Preferred Stock or any other securities of the Company.
Pursuant to the Merger Agreement, the Company issued the Merger Shares and shares of Preferred Stock. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
In accordance with the Merger Agreement, on July 16, 2026, Vishal Kapoor and Scott Brun, M.D., notified the Board of their resignations, each effective immediately after the Effective Time. Neither Mr. Kapoor’s nor Dr. Brun’s resignation is a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with the resignations of Mr. Kapoor and Mr. Brun from the Board, the Board reduced the authorized number of members of the Board from eight to six, effective immediately after the Effective Time.
Appointment of Director
In accordance with the Merger Agreement, on July 16, 2026, the Board appointed Patrick Crutcher, age 41, to the Board as a Class I director, effective as of immediately after the Effective Time.
Mr. Crutcher has over 15 years’ experience establishing and building private and public biotechnology companies, with a focus on business development, precision therapeutics for rare diseases and biologics in drug development. Mr. Crutcher is currently the Founder & Chairman of AstralBio, Inc., MPN Therapeutics, Inc., ImmuneStudio, Inc. and is managing member of Chyma Bioventures LLC. He also co-founded Helicore Biopharma, Inc., an obesity company backed by Orbimed and Versant. Mr. Crutcher served as Co-Founder, CEO and director of Mach5 Therapeutics from April 2024 through the company’s acquisition by Kira in March 2026. Mr. Crutcher served as a Director of CrossBridge Bio, Inc. from March 2023 through the company’s acquisition by Eli Lilly (NYSE: LLY) for up to $300M in April 2026. Mr. Crutcher served as Co-Founder, CEO and director of AlmataBio Inc. from April 2023 through the company’s acquisition by Avalo Therapeutics Inc. (Nasdaq: AVTX) for $40M in March 2024 and as the Co-Founder, CEO and director of ValenzaBio from December 2019 through the company’s acquisition by Acelyrin (Nasdaq: SLRN) for $240M in January 2023 before their $600M IPO. Mr. Crutcher also served as Chairman and President of Ichorion Therapeutics, Inc. from July 2017 until its acquisition by Cerecor in September 2018. Mr. Crutcher received a B.S. in Mathematics from the University of Illinois and an M.S. and C.Phil. in Statistics from the University of California, Los Angeles.
Except as described in the Merger Agreement and Item 1.01 above, there are no arrangements or understandings between Mr. Crutcher and any other person pursuant to which he was appointed as a director of the Company. Mr. Crutcher is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as a director, Mr. Crutcher entered into an indemnification agreement with the Company in the same form as its standard form of indemnification agreement with its other directors.
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In accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”), as a non-employee director of the Company, Mr. Crutcher is initially entitled to receive cash compensation in the amount of $40,000 per year for his service on the Board, prorated for the portion of the year on which he serves on the Board. In addition, pursuant to the Policy, on July 16, 2026, the effective date of his appointment, Mr. Crutcher was granted a one-time non-statutory stock option to purchase 15,000 shares of Common Stock, of which 25% of the total number of shares subject to the option shall vest on the one-year anniversary of the date of grant and 1/48th of the total number of shares subject to the option shall vest monthly thereafter, in each case subject to Mr. Crutcher’s continuous service to the Company through each applicable vesting date. Notwithstanding anything to the contrary in the Policy, the option grant shall be subject to the terms and conditions of the Company’s equity plan and additional terms.
Concurrently with Mr. Crutcher’s appointment to the Board, he was also appointed to the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board.
Executive Officer
In accordance with the Merger Agreement, on July 16, 2026, the Board appointed Matthew Ros, age 60, as the Chief Operating Officer of the Company, effective as of immediately after the Effective Time. Mr. Ros will not be entering into an employment agreement with the Company in connection with his appointment as Chief Operating Officer as of the Effective Time.
Since 2019, Mr. Ros has served as a Board Member of Cogent Biosciences and has more than 37 years of experience in global pharmaceutical and early-stage biotechnology companies with a track record of raising capital in both public and private markets, building high-performing teams, and leading turnarounds and transformations that reposition companies for sustainable, long-term growth. Most recently, Mr. Ros served as the Chief Operating Officer of Verastem, Inc., a late-stage fully integrated commercial company. Prior to Verastem, Mr. Ros served as Chief Executive Officer and Director of Fore Biotherapeutics Inc., a private, early clinical-stage precision oncology company focused on recurrent central nervous system malignancies. Mr. Ros also served as Chief Strategy and Business Officer and Chief Operating Officer of Epizyme, Inc., a biopharmaceutical company, ultimately acquired by Ipsen S.A. He also held senior leadership positions at Sanofi and Genzyme, including Chief Operating Officer and Global Head of the Oncology Business Unit. Earlier in his career, Mr. Ros served in senior leadership roles at ARIAD Pharmaceuticals and Bristol-Myers Squibb. Mr. Ros received a B.S. in Business Administration from the State University of New York at Plattsburgh.
Mr. Ros has no family relationships with any of the executive officers or directors of the Company. Except as otherwise described in the Merger Agreement, there are no arrangements or understandings between Mr. Ros and any other person pursuant to which he was appointed as an executive officer of the Company. Mr. Ros is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as a Chief Operating Officer, Mr. Ros entered into an indemnification agreement with the Company in the same form as its standard form of indemnification agreement with its other executive officers.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 16, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) in connection with the Merger and the Financing referenced in Item 1.01 above. The Certificate of Designation sets forth the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock.
Holders of Preferred Stock are entitled to receive dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock; provided, however that no holders of Preferred Stock are entitled to receive the rights distributed pursuant to the CVR, or any amounts paid under the CVR.
Except as otherwise required by law, the Preferred Stock will have no voting rights. However, as long as any shares of Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), or the Third Amended and Restated Bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, in each case, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Preferred Stock, regardless of whether any of the foregoing actions will be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (ii) issue further shares of Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Preferred Stock, (iii) prior to the Stockholder Approval (as defined in the Certificate of Designation), consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the voting power of the capital stock of the Company immediately after such transaction in which the Company issues securities in such transaction that represent or are convertible into securities representing more than a majority of the voting power of the Company immediately before such transaction, (iv) prior to the Stockholder Approval, authorize or issue any class or series of stock that has powers, preferences or rights that are senior or pari passu to those of the Preferred Stock, (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay the Stockholder Approval or the Automatic Conversion (as defined below) or (vi) enter into any agreement with respect to any of the foregoing.
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On the third business day following the receipt of Stockholder Approval, each share of Preferred Stock shall automatically convert into a number of shares of Common Stock equal to the Conversion Ratio (as defined below) (the “Automatic Conversion”), subject to certain limitations, including that a holder of Preferred Stock is prohibited from converting shares of Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. The “Conversion Ratio” for each share of Preferred Stock shall be 61 shares of Common Stock issuable upon the conversion of each share of Preferred Stock (corresponding to a ratio of 61:1), subject to adjustment as provided in the Certificate of Designation.
If at any time after the earlier of (i) approval of the Company Stockholder Matters or (ii) twelve months after the initial issuance of the Preferred Stock, the Company fails to deliver to the holder of the Preferred Stock shares of Common Stock underlying such shares Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company will pay, at the request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares of Preferred Stock.
The foregoing description of the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 - Regulation FD Disclosure.
On July 16, 2026, the Company made available the Company’s investor presentation to be used in general corporate and investor communications. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
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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, include, but are not limited to, statements related to the Merger Agreement and the Merger, including the intended tax treatment of the Merger and any potential approval of the Company Stockholder Matters; the Company’s intent to file a Registration Statement on Form S-8; statements relating to the Financing, including the expected timing, closing and gross proceeds and the expected filing of the resale registration statement; the CVR Agreement, including any achievement of the Milestone or timing for the Milestone Payment; and statements related to the automatic conversion of the Preferred Stock, and are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. These statements are subject to a number of risks and uncertainties, and actual results may differ materially. These risks and uncertainties include, but are not limited to, the Company’s ability to consummate the Financing or realize the anticipated benefits from the transactions, including as a result of its failure to receive the approval of the Company Stockholder Matters; the Company’s ability to attract or retain key management, members of the board of directors and other personnel; the impacts of general macroeconomic and geopolitical conditions on the Company’s business and financial position; and other risks and uncertainties detailed from time to time in the Company’s periodic reports filed with the SEC, 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.
Item 9.01 - Financial Statements and Exhibits.
| (a) | Financial statements of business acquired |
The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to include such financial statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
| (b) | Pro forma financial information |
The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to include such pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
| (c) | Exhibits |
| Exhibit Number |
Description | |
| 2.1† | Agreement and Plan of Merger, dated July 16, 2026, by and among Jasper Therapeutics, Inc., Kira Holdco Inc. and Kira Pharmaceuticals. | |
| 3.1 | Jasper Therapeutics, Inc. Certificate of Designation of Preferences, Rights and Limitations of Non-Voting Convertible Preferred Stock. | |
| 10.1 | Form of Securities Purchase Agreement, dated as of July 16, 2026, by and among Jasper Therapeutics, Inc. and each investor listed on Exhibit A thereto. | |
| 10.2 | Form of Registration Rights Agreement, by and among Jasper Therapeutics, Inc. and the investors signatory thereto. | |
| 99.1 | Jasper Therapeutics, Inc. Corporate Presentation, dated July 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. |
8
SIGNATURE
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: July 16, 2026 | By: | /s/ Herb Cross | |
| Name: | Herb Cross | ||
| Title: | Chief Financial Officer | ||
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Exhibit 99.1
Exhibit 99.1
2 Safe Harbor Statements Forward-Looking Statements Certain statements contained in this presentation are or may be considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historic or current facts. They use words such as "estimate," "expect," "intend," "believe," "plan," "anticipate," "potential," "projected" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or condition. Jasper Therapeutics, Inc. ("Jasper") cautions that these statements are based upon the current beliefs and expectations of Jasper's management and are subject to significant risks, uncertainties and assumptions, including, without limitation, risks related to the market price of Jasper's common stock relative to the value suggested by the exchange ratio in connection with Jasper's acquisition of Kira Pharmaceuticals ("Kira" and together with Jasper, the "Combined Company" pursuant to a merger); unexpected costs, charges or expenses resulting from the merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; the uncertainties associated with the Combined Company's product candidates, as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; risks related to the inability of the Combined Company to obtain sufficient additional capital to continue to advance these product candidates and its preclinical programs; uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; risks associated with the possible failure to realize certain anticipated benefits of the merger, including with respect to future financial and operating results; the risk that the private placement is not consummated; the possibility that holders of CVRs may never receive any proceeds; risks related to the possibility that Jasper's shareholders may not approve the conversion of the Preferred Stock, and such additional risks and uncertainties contained in the "Risk Factors" section of Jasper's Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that Jasper has subsequently filed or may subsequently file with the SEC. Statements regarding future actions, future performance and/or future results including, without limitation, those relating to the timing for completion, and results of, scheduled or additional clinical trials and the FDA's or other regulatory review and/or approval and commercial launch and sales results (if any) of the Combined Company's formulations and product candidates and regulatory filings related to the same, financial projections and targets, business strategy, plans and objectives for future operations, statements regarding the Combined Company and its operations and prospects, may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. There is no obligation to update publicly or revise any forward-looking statements for any reason after the date of this presentation or to conform these statements to actual results or to changes in the Combined Company's expectations, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws. Industry and Market Data: Certain data in this presentation was obtained from various external sources, and neither Jasper nor its affiliates, advisers or representatives has verified such data with independent sources. Accordingly, neither Jasper nor any of its affiliates, advisers or representatives makes any representations as to the accuracy or completeness of that data or undertakes any obligation to update such data after the date of this presentation. Such data involves risks and uncertainties and is subject to change based on various factors. Trademarks: The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or services of Jasper.
3 Merger • On July 16, 2026, Kira Pharmaceuticals ("Kira") and Jasper Therapeutics, Inc. (NASDAQ: JSPR) entered into a merger agreement whereby Jasper acquired all outstanding shares of Kira in in an all-stock transaction, and concurrently raised $132 million in a PIPE offering • On a fully diluted basis, assuming exercise of all outstanding equity instruments and conversion of all preferred stock issued in connection with the merger and the PIPE offering: • Equityholders of Jasper immediately prior to the transaction will own approximately 6.68% of Jasper's common stock, • Equityholders of Kira immediately prior to the acquisition will own approximately 49.86% of Jasper's common stock, and • Investors in the private placement financing will own approximately 43.46% of Jasper's common stock • The total number of shares of Jasper common stock outstanding would be approximately 653.6 million (on an as-converted-to- common basis) • In connection with the acquisition of Kira, each holder of Jasper common stock as of immediately before the closing of the transaction will receive a non-transferrable contingent value right ("CVR") entitling holders to receive an aggregate $30 million in payments related to Jasper obtaining a priority review voucher ("PRV") for briquilimab by the end of 2028. Payments under the CVR shall only be due upon the monetization of the CVR or in the event of an acquisition of the Combined Company. Concurrent PIPE • Concurrent with the merger, Jasper entered into a securities purchase agreement pursuant to which Jasper agreed to sell approximately 4.7 million shares of preferred stock for an aggregate purchase price of approximately $132M Use of proceeds focused on key value drivers: • KP 104 - Research and development of Ph. 2, interim Stage 1 and Stage 2 data in rare renal disorders, • KP-104 Ph. 3 initiation in PNH • Briquilimab pre-BLA meeting in SCID • KP-701 Ph. 1b data / Ph. 2 initiation in B-cell mediated diseases • General corporate expenses and working capital needs Strong balance sheet expected to fund multiple anticipated clinical milestones and operating plan through 2H 2028 Out-License • Kira has out-licensed KP-301, a preclinical long-acting anti-C5a monoclonal antibody, and KP-402, a small molecule C5a receptor antagonist, to Mirador Therapeutics • The out-licensing transaction will provide an upfront payment of $12M, and potential development and sales milestone payments Merger creates a combined company with deep expertise in antibody drug development and immunologically- driven disorders Overview of the Merger Transaction and Financing
4 Jasper Executive Team Experienced drug developers focused on driving value Wenru Song, MD, PhD Executive Vice President and Head of R&D Ex-VP level clinical positions at large pharma companies Greg Keenan, MD Chief Medical Officer Rheumatologist, antibody drug developer & former CMO at publicly traded biotechs Matthew Ros Chief Operating Officer Former COO / CFO and Board member at publicly traded pharma companies Jeet Mahal Chief Executive Officer Biotech executive and Board member with 30+ years of experience in development & commercialization Patrick Crutcher, MSc Board of Directors, Chairman, Kira Pharmaceuticals Herb Cross Chief Financial Officer Biotech executive with extensive experience in leadership roles at publicly traded biotech companies
5 • $14B+ addressable market across complement-mediated disorders1 • Phase 2/3 ready in renal and hematology indications • Innovative, bifunctional biologic targeting both alternative & terminal pathways • Preclinical data demonstrated potential superiority vs. single pathway therapies (C5, Factor B, or C3 alone) • Kira's China subsidiary fully supports the efficient and quality execution of a Phase 2 trial in China • Potential BLA path in SCID conditioning and broad optionality in large markets • Potential best-in-class conditioning agent for SCID & Fanconi; planning pre-BLA / Type C meeting on approval pathway • Program has Orphan Drug & Fast Track Designation + Rare Pediatric Disease Designation in SCID • Optionality to explore Briquilimab in mast-cell mediated disorders (e.g., CSU, food allergies) • The Combined Company is expected to be led by a core team of experienced biopharma industry experts, seeking to address critical unmet need in immunologically-driven disorders • KP-701 (long-acting CD79B) – potential best-in-class B-cell targeting therapy for early disease setting treatment, CTA/IND-ready • Multiple other programs targeting validated targets The Combined Company Plans to Deliver Innovative Therapeutics in Immunologically-Driven Disorders 1) Evaluate Pharma annual worldwide sales estimates Significant Global Opportunity KP-104 (C5 + Factor H) Briquilimab (anti-KIT) Broad Portfolio Experienced Leadership Team
6 Expected Upcoming Milestones Phase 3 Phase 2 Phase 1 IND Indication Mechanism of Action Q4 '26: Interim data (Stage 1) Q2 '27: Updated data (Stage 1) Q2 '27: Interim data (Stage 2) IgA Nephropathy (IgAN), Complement 3 Glomerulopathy (C3G), Focal Segmental Glomerulosclerosis (FSGS) Anti-C5 mAb + Factor H Bifunctional Biologic KP-104 1H '27: EOP2 FDA meeting Paroxysmal Nocturnal Hemoglobinuria (PNH) Q4 '26: Phase 2 plans New Indication Q4 '26: Update on SCID program Q1 '27: Receive regulatory guidance SCID Conditioning Anti-KIT Briquilimab 2H '26: Update on next steps Mast-Cell Mediated Diseases Q1 '27: File Phase 1 CTA/IND Q3 '27: Phase 1a HV data Autoantibody-Mediated Disorders Anti-CD79B KP-701 Mid '27: DC selection Autoimmune Inflammatory Disorders Long-Acting Complement Targeted Biologics Discovery Phase 2 Basket Trial Phase 2 Ready Phase 3 Ready Phase 2 Ready All assets have global rights & extensive IP portfolios Pre-BLA Discussion Innovative Pipeline Targeting High Value Immunology Targets Phase 1 Ready
7 $9.4 $10.2 $11.2 $12.1 $13.0 $13.6 $14.2 $14.4 – $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 2025A 2026E 2027E 2028E 2029E 2030E 2031E 2032E Global Terminal & Alternative Pathway Complement Inhibitors Sales ($ in billions) Soliris Ultomiris Fabhalta Voydeya Tavneos Empaveli / Syfovre Piasky Izervay Zilbrysq Value Proposition • Combined Company's differentiated complement portfolio includes dual MOA beyond single-pathway agents and long- acting complement inhibitors • Opportunity to unlock multiple high-value indications in renal and hematology • Well-positioned to capture share in $14B+ addressable market • 14 FDA approved complement inhibitors across 10+ indications, including IgAN and C3G Source: IQVIA $14B+ Addressable Market in Complement Disorders Driving Robust BD Activity Sources: Evaluate Pharma, company press releases
KP-104 (Vensobafusp alfa) Anti-C5 mAb + Factor H Bifunctional Biologic
9 KP-104: Dual-Action, Potential Best-in-Class Complement Inhibitor Validated Rationale: • Complement dysregulation – particularly alternative pathway amplification and MAC formation – is well-documented across multiple renal disorders (IgAN, C3G, aHUS, etc.) Dual Mechanism of Action: • Simultaneous blockade of the alternative pathway (via Factor H control) and terminal pathway (via C5 inhibition) – addressing both upstream activation and downstream lytic damage A novel monoclonal antibody with promising proof-of-concept data in PNH and broad potential in nephrology Translational Strategy: • Basket study design enables rapid generation of proof-of-concept data across high- unmet-need nephrology indications; IgAN and C3G starting cohorts in Stage 1 anticipated as leverageable for potential read through for other indications in Stage 2 (e.g., FSGS and other renal disorders) KP-104 is Phase 2/3-ready • Potentially favorable PK & safety observed in PNH • Extended half-life and dual-pathway coverage may unlock a dosing & efficacy advantage over single-pathway agents • Data from Stage 1 & Stage 2 in Q4'26 and Q2'27
10 Introducing KP-104: Dual Inhibition Unlocks Broad Applicability Across PNH and Other Complement-Driven Diseases TERMINAL PROXIMAL (ALTERNATIVE) • Anti-C5 antibody engineered for a longer half-life with similar potency to ravulizumab • Unique C5- and C5b-binding epitope preventing MAC formation • Factor H modulates AP amplification, rather than fully blocking AP (e.g., Factor B MOA) • A more fine-tuned approach aims to reduce systemic infection liability and spare complement function needed to preserve host defense KP-104: Dual-targeting of Terminal (C5) and Alternative (Factor H) Pathways Factor B Factor D P C3 C3a Amplification Loop C3 convertase (C3bBbP) Factor H Empaveli (pegcetacoplan) Fabhalta (Iptacopan) Voydeya (Danicopan) Classical Pathway Lectin Pathway Alternative Pathway C3 Convertase (c4b2a) ... C3 C3b C3b Soliris (Eculizumab) C5 C5a C5b MAC C5 convertase Ultomiris (Ravulizumab) Tavneos (Avacopan) KP-104 Factor H 1-5 domain
11 RABBIT RBCS LYSIS ASSAY KP-104 more potent than: • Anti-C5 mAb alone • Alternative pathway (AP) regulatory (Factor H1-5-Fc) alone • Anti-C5 mAb and AP regulator (FH1- 5-Fc) together KP-104 is more potent than anti-C5 mAb or Factor H SCR1-5-Fc (alone or combined) in inhibiting AP-triggered terminal pathway complement activation* Unlike anti-C5 mABs, KP-104 also inhibits AP complement* LPS-BASED ELISA ASSAY C5 INHIBITION ASSAY KP-104 as potent as Ravulizumab in inhibiting CP-triggered terminal pathway complement activation* • Simultaneously inhibits C5 cleavage and enhances Factor H activity, uniquely addressing both effector and amplification loops Dual Complement Blockade • C5 Inhibition: Prevent MAC cytotoxicity and C5a-mediated inflammation • Factor H Modulation: Restores the regulation of the alternative pathway, preventing continuous C3b amplification Mechanistic Rationale • Durable control of complement activation upstream and downstream – "reset" rather than single-node blockade Goal Target Product Profile KP-104: Potential Best-in-Class Profile Across Multiple Indications (Renal, Hematology) Source: Internal data *Head-to-Head Study
12 Confirming long-term effects of KP-104 in naïve PNH patients • Consistent and favorable safety profile • Improved and sustained clinical responses at OBD treatment • Demonstrated effectiveness in controlling IVH and EVH Strong clinical data supporting KP-104 as a potential standard of care • Potent, potential first-in-class bifunctional complement inhibitor • Potential new first-line monotherapy for PNH • Favorable efficacy and safety profile Summary of Phase 2 48-eek results 94% of patients with LDH <1.5x ULN at 24/26 weeks post OBD switch (~week 64) % Patients with LDH <1x ULN at 24/26 Weeks1 72% 54% 49% 0% 20% 40% 60% 80% KP-104 Ravulizumab Eculizumab Normalized LDH by KP-104 as Supported long-erm clinical benefit correlation of Significant Thrombosis Reduction 100% Hgb ≥2g/dl increase from baseline 6.6 g/dL Hgb increase from baseline 89% Hgb normalization (≥12 g/dL) 94% LDH <1.5x ULN (with near normal LDH) 100% Transfusion avoidance 100% Clinically significant improvement in QoL 1) Ravulizumab and eculizumab data from Lee, J. et al. Blood (2019) 133 (6): 530–539, Doi.org/10.1182/blood-2018-09-876136 – LDH normalization co-primary endpoint at day 183 (~26 weeks) OBD: Optimal biologic dose KP-104: Phase 2 48-Week+ Results Showed Favorable Efficacy Profile in PNH
13 PNH-201: KP-104 Dual Inhibition Drives Durable Hgb Improvement with Hgb Normalization in 82% of Patients at 2 Years Sustained Hgb Improvement Reflects Controls of Both IVH and EVH with KP-104 % Patients with Hgb Normalization Mean Hgb Improvement from Baseline (g/dL) Sources: KP104: ASH 2025 abstract, KP104-201 Phase 2 2-year update. Iptacopan: EHA 2025 poster PF660, APPOINT-PNH REP 2-year follow-up. Pegcetacoplan: PRINCE Phase 3 study, Week 26.
14 KP-104's Unique MOA Enables Potential Expansion into Other Indications Beyond PNH Hematology Lead Asset (KP-104) Opportunities Renal Other PNH1: 28K patients aHUS1: 9K patients (US, EU5, Japan & China) IgAN2: 27k patients C3G2: 4.3k patients FSGS2: 6.5k patients >$9B US market opportunity2 gMG1: 260K patients NMOSD1: 25K patients (US, EU5, Japan & China) Neurology: Neuromyelitis Optica Spectrum Disorder (NMOSD), Generalized (ACHR+) Myasthenia Gravis (gMG) IgA Nephropathy (IgAN) C3 Glomerulopathy (C3G) – Potential Best-in-Class Profile Focal Segmental Glomerulosclerosis (FSGS) Immune Complex-Mediated Membranoproliferative Glomerulonephritis (IC-MPGN) Diabetic Kidney Disease (DKD) Other renal disorders under consideration Paroxysmal Nocturnal Hemoglobinuria (PNH) – Clinically Validated Complement-Mediated Thrombotic Microangiopathy (CM-TMA) Atypical Hemolytic Uremic Syndrome (aHUS) 1) Alexion R&D Day 2024 2) Novartis Renal Portfolio Investor Event and Target Patient Population 2023, Cantor KOL estimates, LifeSci Vera Therapeutics model Estimated Market Opportunity:
15 Opportunity to demonstrate KP-104's best-in-class potential and differentiated profile in renal indications vs. other complement inhibitors KP-104 is Being Evaluated in an Ongoing Phase 2 Basket Study in Rare Renal Indications With Potential to Achieve Fast POC IgAN • IgAN pathogenesis involves both alternative pathway (AP) and lectin pathway (LP) complement C3G • KP-104 demonstrated best-in-class potential, with improvements observed in renal function and pathology including C3 and C9 glomeruli deposition elimination compared to C5 mAb alone FSGS and Other Renal Disorders • Robust in vitro and in vivo data supporting multiple complement pathway in FSGS • Opportunity to expand into other renal disorders
Briquilimab Potential Best-in-Class Anti-KIT Antibody
17 Briquilimab: Broad Therapeutic Potential Across Transplant & Immunology Update on SCID program in Q4'26 & regulatory feedback expected in Q1'27 SCF KIT (CD117) Briquilimab Briquilimab Blocks SCF binding to KIT (CD117) to directly inhibit receptor signaling Validated Mechanism of Action • Briquilimab is designed to directly block SCF from binding to KIT (CD117) with high affinity and avidity • Aglycoslyated IgG1 antibody directly inhibits stem cell factor from binding to the KIT receptor on mast and stem cells • Inhibition of SCF signaling leads to depletion of mast cells in the skin and migration of hematopoietic stem cells from the bone marrow • Wide therapeutic potential across a range of mast and stem cell- mediated diseases Favorable Drug Properties • Kd < 5pM affinity to human KIT with IC50 ~ 70pM • Human mast cell survival bioassay IC50 ~12.5nM • No Fc mediated ADCC or complement mediated cytotoxicity which reduces risk of adverse effects • Human clinical data as IV or Sub-Q delivery Encouraging Clinical Profile • Predictable clearance from ages 3 to 79 • Demonstrated single agent lasting depletion of mast cells • Demonstrated efficacy in multiple stem cell transplant and mast cell mediated disease studies • Favorable safety profile demonstrated in over 200 clinical participants
18 Open-Label Extension CSU: N = 87 H1-AH1 failed CIndU: N = 27 H1-AH failed (ColdU and SD) SCID, Fanconi, Sickle Cell and AML / MDS: N = ~40 • Positive, long-term data supporting use of Briquilimab for conditioning in HSCT • Results show successful donor chimerism and reconstitution of hematopoietic and immune systems • Favorable chronic safety profile with potential for differentiation • Potential BLA filing in SCID o Rare Pediatric Disease Designation o Discuss path to BLA with FDA with data from first twelve patients • Deep disease control with ∆UAS7>25 in multiple cohorts • Rapid onset with CRs observed as early as week 2 • >50% CR rate at 4 weeks post-dose in multiple dose cohorts2 • Favorable chronic safety profile with potential for differentiation • Phase 2b protocol submitted to FDA • 92% CRs with 180mg single dose • 67% CR by week 2 (180mg SD) • 65% CR / WC maintained with 180mg Q8W in open-label extension • Favorable safety profile observed Briquilimab: A Differentiated Program in Transplant & Allergic Disorders 1) H1-AH: H1 receptor targeted antihistamine 2) Measured 4 week after initial dose for single dose patients and 4 weeks post-dose for patients dosed Q8W or Q12W
19 Multiple Potential FDA Filing Strategies: • SCID re-transplant patients are ultra orphan, high unmet need population • Focused on data with Briquilimab in 11 SCID re-transplant T-B- patients • Immune reconstitution (chimerism, naïve T-cells) • Function immunity (reduction of IVIG, infections, response to vaccination) • Additional longitudinal data in existing patients and separate natural history data • Combined Company has 5-year follow up data in patients • Example: Rocket Pharmaceuticals recent approval of KRESLADI provides roadmap to support approval path • Allogeneic stem cell transplant can restore bone marrow and blood formation in Fanconi anemia patients • Development strategy: • Discuss path to BLA with FDA with 2 yr-data in first three patients • Consider expansion to additional clinical sites following FDA discussion • Successful development of Briquilimab in Fanconi anemia may lead to rare pediatric disease designation and a Priority Review Voucher Briquilimab granted Rare Pediatric Disease Designation in SCID and may be eligible for Priority Review Voucher (PRV) with approval SCID and Fanconi anemia are difficult to treat ultra-orphan disorders where HCT is the only proven cure, but challenging setting due to limited pre-conditioning options Briquilimab: Potential US Licensing Pathway & PRV Opportunity for SCID
20 Briquilimab: Rapid and Deep Control of Chronic Spontaneous Urticaria • Direct blockade of SCF binding site • High affinity c-Kit (Kd <5pM) and potency (IC50 70pM) Potency • Rapid Tmax and high Cmax • Over 50% Complete Responses (CRs) and >25pt UAS7 reduction by week 4 in multiple cohorts Speed • Nine-day subcutaneous half life • Allows restoration of KIT signaling between doses to minimize unwanted hair and skin effects Clearance Target Product Profile Briquilimab rapidly suppresses serum tryptase by week 1 and maintains suppression to week 8 with single dose (BEACON) Briquilimab rapidly leads to complete response that is maintained through 8 weeks with single dose (BEACON)
KP-701 Potentially Best-in-Class Anti-CD79BxCD32B
22 KP-701 (CD79BxCD32B): potential best-in-class B-cell control New Emphasis Beyond Conventional B-Cell Depletion MOAs • Human genetics supports B-cell control • Prior proof-of-concept with weaker molecules & similar Fc constructs (e.g., PRV3279, Obexelimab) • Recent positive Obexelimab Phase 2 & Phase 3 data • Platform program to build around (e.g., FcRn & APRIL / BAFF class) • Multiple go-forward large indications under consideration Validated Target with Human POC • Blockade of CD79B and engagement of CD32B suppresses B-cell function, lowers cytokine and autoantibody production • Demonstrated B-cell inhibition & phagocytosis (ADCP) without CDC or ADCC in NHPs • CTA-ready, potential rapid path in patients in China • Efficient path to proof-of- concept in HV and autoimmune disease patients • Once-monthly dosing potential Compelling Preclinical Data & Clinical Strategy
23 Source: O'Neil et al. 2011. Monophosphorylation of CD79a and CD79b ITAM motifs initiates a SHIP-1 phosphatase-mediated inhibitory signaling cascade required for B-cell anergy Mimics Endogenous Antigen-Antibody Complex for Inhibition of B Cells Key Points of Differentiation • Unique B cell checkpoint via BCR complex restoring B-cell anergy ("tolerance") • Potential for improved efficacy & safety • Differentiated targets for autoimmune • Efficient development to proof-of-concept • Obexelimab has >600 patients treated with clean safety profile (similar Fc mutation) and highly active drug KP-701 B Cell Receptor (BCR) Pro-survival Module KP-701 has shown a strong inhibitory profile against B cells, including antibody production and proliferation without ADCC / CDC or TDCC Dual Engagement of CD79BxCD32B to Drive Central Tolerance
24 Source: Internal data, Xencor and Macrogenics publications *Head-to-Head Study Superior potency observed compared to Obexilimiab, PRV3279 and Rituximab KP-701: Potent Effects on B-cell Proliferation & Phagocytosis vs. Existing Programs KP-701 Control IgG CD27 CD38 7.6 % 22.0 % Cell only 17.2 % (% in CD3-CD20- cells) n=4, Mean ± SEM 10-7 10-11 10-9 10-7 0 50 100 150 Concentration (mol/L) Control IgG1 ASP2713 IgG2 Production KP-701 KP-701 Activity on SLE Plasmablasts & IgG2 PRV3279 KP-701 Superior Activity in B-cell Proliferation Assay* Rapid Phagocytosis of B cells at Low Concentrations vs. Existing B-cell Agents KP-701 Concentration KP-701 Obexelimab
25 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110% -17 -9 1 8 15 22 28 Normalized B cell Counts (% Baseline) Days Reduction of CD3-CD20+ in Peripheral Blood 40% 50% 60% 70% 80% 90% 100% 110% Day -6 6W 13W 26W Normalized IgG (% Baseline) Rx= Q1W for 26 Wks IgG 40% 50% 60% 70% 80% 90% 100% 110% Day -6 6W 13W 26W Normalized IgA (% Baseline) Rx= Q1W for 26 Wks IgA Control 1 mpk 3 mpk 30 mpk • Strong reductions in IgG / IgA and B cells KP-701: Unique Reductions in B Cells & Immunoglobulins (IgG & IgA) in NHPs Source: Internal data
26 Streamlined Phase 1a/b Strategy Intended to Deliver Rapid Proof-of-Concept Phase 1a - SAD Phase 1b - MAD Phase 1a: • Assess the safety, tolerability, and PK of KP-701 in patients with HVs and autoimmune disease • B cell and serum Ig PD to help enable the starting dose for 1B Opportunity to Evaluate Safety, PK / PD & Preliminary Activity in Autoimmune Disease (AID) PK Lead-In: • Patients randomized; 4 patients in 3:1 ratio of drug to placebo Primary Endpoints: TEAEs, PK, PD (B-cell depletion / recovery), Ig's Exploratory Endpoints: TBD SC PKPD & POC: • Patients randomized patients in 3:1 ratio of drug to placebo Primary Endpoints: TEAEs, PK, PD (B-cell depletion / recovery), Ig's Exploratory Endpoints: B cell & disease relevant markers DL 1 IV HV DL 2 IV +SC HVs DL 3 IV + SC HVs DL 4 IV + SC HVs DL 5 IV HVs DL 1 SC AID DL 2 SC AID Designed to provide PK / PD, safety data & early signals on durability of KP-701 in AID Phase 1b: • Evaluate the dose-response and further assess the safety and PK of KP-701 in patients with AID DL 3 SC AID
27 Rapid proof-of-concept in rheumatology with potential expansion into other therapeutic areas Rheumatology • Rheumatoid Arthritis • Lupus (SLE) • Primary Sjögren's Syndrome • Inflammatory Myositis Dermatology • Immune Thrombocytopenia (ITP) • Autoimmune Hemolytic Anemia (AIHA) • Inflammatory Myositis Endocrinology • Graves' Disease • Thyroid Eye Disease • Hashimoto's • Obesity Neurology • Multiple Sclerosis • Myasthenia Gravis • NMOSD Broad Therapeutic Potential for Large Patient Populations
Summary
29 • $14B+ addressable market across complement-mediated disorders1 • Phase 2/3 ready in renal and hematology indications • Innovative, bifunctional biologic targeting both alternative & terminal pathways • Preclinical data demonstrated potential superiority vs. single pathway therapies (C5, Factor B, or C3 alone) • Kira's China subsidiary fully supports the efficient and quality execution of a Phase 2 trial in China • Potential BLA path in SCID conditioning and broad optionality in large markets • Potential best-in-class conditioning agent for SCID & Fanconi; planning pre-BLA / Type C meeting on approval pathway • Program has Orphan Drug & Fast Track Designation + Rare Pediatric Disease Designation in SCID • Optionality to explore Briquilimab in mast-cell mediated disorders (e.g., CSU, food allergies) • The Combined Company is expected to be led by a core team of experienced biopharma industry experts, seeking to address critical unmet need in immunologically-driven disorders • KP-701 (long-acting CD79B) – potential best-in-class B-cell targeting therapy for early disease setting treatment, CTA/IND-ready • Multiple other programs targeting validated targets The Combined Company Plans to Deliver Innovative Therapeutics in Immunologically-Driven Disorders 1) Evaluate Pharma annual worldwide sales estimates Significant Global Opportunity KP-104 (C5 + Factor H) Briquilimab (anti-KIT) Broad Portfolio Experienced Leadership Team
30 2028E 2027E 2026E Q1 – Potential Phase 3 initiation (PNH) Q2 – Phase 2, Stage 1 updated data Q2 - Phase 2, Stage 2 interim data (rare renal) 1H – EOP2 meeting (PNH) Q4 – New indication interim data Q4 – Phase 2, Stage 1 interim data (rare renal) Q4 – New indication Phase 2 plans KP-104 EOY – Potential US BLA approval & PRV issuance* Q1 – Regulatory guidance on SCID EOY – Potential BLA submission* 2H – Update on next steps for non- transplant indication YE – Statistical analysis for SCID Briquilimab Q2 – Phase 1b data Mid-Year – Phase 2 initiation Q1 – File Phase 1 CTA/IND Q3 – Phase 1a HV data Q4 – Phase 1b initiation KP-701 Mid-Year – DC Selection Early-Stage Programs Multiple anticipated Phase 2 data readouts, two Phase 1 updates and potential Phase 3 start planned $132M PIPE Expected to Fund the Combined Company Through Multiple Anticipated Clinical Catalysts, Well Capitalized into 2H 2028 *Subject to FDA alignment, additional funding
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