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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):
June 3, 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) |
|
(I.R.S. Employer
Identification No.) |
2200
Bridge Pkwy Suite #102
Redwood
City, CA |
|
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 Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On June 3, 2026, Jasper Therapeutics,
Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, for the last thirty consecutive business days, the bid price for the Company’s voting common stock had closed
below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)
(“Rule 5550(a)(2)”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period
of 180 calendar days, or until November 30, 2026, to regain compliance. The Notice states that the Nasdaq staff will provide written
confirmation that the Company has achieved compliance with Rule 5550(a)(2) if at any time before November 30, 2026, the bid price of
the Company’s voting common stock closes at $1.00 per share or more for a minimum of ten consecutive business days. The Notice
has no immediate effect on the listing or trading of the Company’s voting common stock or the Company’s public warrants,
and the voting common stock and public warrants will continue to trade on the Nasdaq Capital Market under the symbols “JSPR”
and “JSPRW”, respectively.
If the Company does not regain
compliance with Rule 5550(a)(2) by November 30, 2026, the Company may be eligible for an additional 180 calendar day compliance period.
To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all
other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide
written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split,
if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company
is otherwise not eligible, Nasdaq would notify the Company that its securities will be subject to delisting. In the event of such a notification,
the Company may appeal the Nasdaq staff’s determination to delist its securities, but there can be no assurance the Nasdaq staff
would grant any request for continued listing.
The Company intends to monitor
the bid price of its voting common stock and consider available options if its voting common stock does not trade at a level likely to
result in the Company regaining compliance with Nasdaq’s minimum bid price rule by November 30, 2026, which may include, among
other options, effectuating a reverse stock split. There can be no assurance that the Company will be able to regain compliance with
Nasdaq’s minimum bid price rule or that the Company will otherwise be in compliance with the other listing standards for the Nasdaq
Capital Market.
Forward-Looking Statements
Except for the factual statements
made herein, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words
and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such as
“believes,” “intends,” “expects,” “plans” and similar expressions, or the use of future
tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking
statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements.
For example, there can be no assurance that the Company will meet the bid price requirement during any compliance period or otherwise
in the future, otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary
or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief. Reference is also made to
other factors detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission, including
the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements
contained in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no
obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date
of this Current Report on Form 8-K, unless required by law.
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: June 9, 2026 |
By: |
/s/ Herb Cross |
| |
|
Name: |
Herb Cross |
| |
|
Title: |
Chief Financial Officer |
