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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):
November 7, 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 |
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 8.01. Other Events.
On November 9, 2026, Jasper
Therapeutics, Inc. (the “Company”) issued a press release announcing the results of its offer to purchase all of its outstanding
warrants to purchase shares of its common stock, par value $0.0001, which were issued and sold as part of an underwritten public offering
on September 18, 2025 at a purchase price of $0.324 in cash per Warrant, without interest, which expired at 12:00 a.m., Eastern Time on
November 7, 2026. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference into this Item
8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 9, 2026. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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: November 9, 2026 |
By: |
/s/ Jeet Mahal |
| |
|
Name: |
Jeet Mahal |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1

JASPER THERAPEUTICS, INC. ANNOUNCES RESULTS
OF THE
THE OFFER TO PURCHASE RELATING TO ITS WARRANTS
REDWOOD CITY, Calif., November 9, 2026 (GLOBE
NEWSWIRE) – Jasper Therapeutics, Inc. (Nasdaq: JSPR) (“Jasper” or the “Company”), a clinical stage biotechnology
company focused on the design and development of innovative therapies to treat immune-mediated diseases, today announced the results of
its offer to purchase (the “Offer”) all of its outstanding warrants to purchase shares of its common stock, par value $0.0001,
which were issued and sold as part of an underwritten public offering on September 18, 2025 (the “Warrants”) at a purchase
price of $0.324 in cash per Warrant, without interest, which expired at 12:00 a.m., Eastern Time on November 7, 2026.
The Company has been advised that a total of 8,510,658
Warrants were properly tendered and not properly withdrawn, which amount represents approximately 68.94% of the outstanding Warrants.
Pursuant to the terms of the Offer, the Company expects to pay an aggregate of $2,757,453.19 in cash in exchange for such Warrants. Such
payment will be made promptly.
The Offer was made pursuant to an Offer to Purchase
and Letter of Transmittal, and certain other materials contained in the Company’s tender offer statement on Schedule TO originally
filed with the SEC on October 7, 2026, as amended from time to time (the “Offer to Purchase”).
All questions concerning the Offer should be directed
to Jasper at (650) 549-1400.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation
were made only through the Schedule TO and Offer to Purchase.
About Jasper
Jasper is a clinical stage biotechnology company
focused on the design and development of innovative therapies to treat immune-mediated diseases. The company is advancing a pipeline of
medicines including vensobafusp alfa, briquilimab, and KP701. Vensobafusp alfa is a potential best-in-class dual-complement inhibitor
that has demonstrated positive outcomes in paroxysmal nocturnal hemoglobinuria (PNH) and is under evaluation in other high unmet need
nephrology disorders. Briquilimab is an anti-KIT antibody which has demonstrated positive clinical results both as a conditioning agent
for stem cell transplant in severe combined immunodeficiencies (SCID), Fanconi anemia, as well as mast cell mediated diseases such as
the chronic urticarias. KP701, a novel, dual-acting anti-CD79BxCD32B monoclonal antibody (mAb) for autoantibody-mediated disorders currently
advancing to the clinic.
Forward-Looking Statements
Certain statements contained in this press release
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 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, the uncertainties associated
with the 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 that initial, interim
or topline results from early-stage or open-label studies, including results in a limited number of patients, may not be predictive of,
and may differ materially from, results from later stages of the same study or from later-stage or larger trials; risks related to the
inability of the Company to obtain sufficient additional capital to continue to advance 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 with Kira Pharmaceuticals, including with respect to future financial and
operating results; 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 Company’s formulations
and product candidates and regulatory filings related to the same, financial projections and targets, including, without limitation, cash
runway, operating plans, future capital requirements and the sufficiency of existing cash resources, business strategy, plans and objectives
for future operations, statements regarding the 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 press release or to conform these statements to actual results or
to changes in the 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.
Contacts:
Alex Gray (investors)
Jasper Therapeutics
650-549-1454
agray@jaspertx.com
Argot Partners (investors and media)
kira@argotpartners.com