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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):
July 3, 2025
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 5.07. Submission of Matters
to a Vote of Security Holders.
On July 3, 2025, Jasper Therapeutics, Inc.
(the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, a
total of 12,014,527 shares of the Company’s voting common stock, or approximately 80% of the 15,022,122 shares of the Company’s
voting common stock issued and outstanding as of May 9, 2025, the record date for the Annual Meeting, were represented virtually or by
proxy.
At the Annual Meeting, the Company’s
stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed
with the Securities and Exchange Commission on May 19, 2025.
Set forth below is a brief description of
each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal.
Proposal No. 1: To
elect three Class I directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected
and qualified.
| Director Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
| Kurt von Emster |
|
8,467,774 |
|
186,265 |
|
3,360,488 |
| Scott Brun, M.D. |
|
8,612,491 |
|
41,548 |
|
3,360,488 |
| Vishal Kapoor |
|
8,567,506 |
|
86,533 |
|
3,360,488 |
Proposal No. 2: To
ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its
fiscal year ending December 31, 2025.
| Votes For |
|
Votes Against |
|
Abstentions |
| 11,992,658 |
|
18,646 |
|
3,223 |
Proposal No. 3: To approve, on an advisory basis, the compensation
of the Company’s named executive officers.
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,108,299 |
|
536,022 |
|
9,718 |
|
3,360,488 |
Proposal No. 4: To approve, on an advisory basis, the frequency
of future advisory votes on the compensation of the Company’s named executive officers.
| Every One
Year |
|
Every Two
Years |
|
Every Three
Years |
|
Abstentions |
|
Broker
Non-Votes |
| 8,580,886 |
|
5,444 |
|
29,171 |
|
38,538 |
|
3,360,488 |
In light of the Company’s stockholders voting on an advisory
basis to hold future advisory votes on the compensation of the Company’s named executive officers every one year, the Company has
determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis
until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive
officers.
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: July 3, 2025 |
By: |
/s/ Herb Cross |
| |
|
Name: |
Herb Cross |
| |
|
Title: |
Chief Financial Officer |
