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Jasper Therapeutics (Nasdaq: JSPR) outlines $30M CVR tied to briquilimab

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8-K

Rhea-AI Filing Summary

Jasper Therapeutics, Inc. describes contingent value rights granted in connection with its acquisition of Kira Pharmaceuticals. Each holder of voting common stock of Jasper of record immediately before the merger’s Effective Time is entitled to one contractual contingent value right (CVR) per share.

Each CVR gives the holder a pro rata portion of a $30.0 million Milestone Payment if the U.S. Food and Drug Administration issues a Priority Review Voucher for briquilimab on or before December 31, 2028. Payment timing depends on any Change of Control and a Monetization Event, with payment generally due within 90 days after monetization. The CVRs are generally non-transferable, not certificated, and not registered or listed. The record date for CVR eligibility was July 16, 2026, the closing date of the Kira acquisition.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Milestone Payment $30.0 million Aggregate amount payable to CVR holders if the Milestone is achieved
Expiration Date December 31, 2028 Latest date by which a Priority Review Voucher must be issued for briquilimab
Record date for CVRs July 16, 2026 Date of the closing of the Kira acquisition and CVR eligibility record date
Payment timing after Monetization 90 days Milestone Payment due 90 days following the Monetization Event when applicable
Warrant exercise price $115.00 Each ten warrants exercisable for one share of Voting Common Stock at this price
Common stock par value $0.0001 Par value per share of Jasper’s Voting Common Stock
contingent value right financial
"each holder ... is entitled to one (1) contractual contingent value right"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Priority Review Voucher regulatory
"if the United States Food and Drug Administration issues a Priority Review Voucher"
A priority review voucher is a transferable regulatory incentive that lets a company move a future drug or device application to the front of the review line, shortening the review period by several months. For investors it matters because the voucher can speed up market access for a high-value product or be sold to other companies for significant cash, acting like a tradable fast-pass that can accelerate revenue or create immediate financial upside.
Change of Control financial
"If the Milestone is achieved ... and the Company undergoes a Change of Control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Monetization Event financial
"ninety (90) days following the Monetization Event"
Expiration Date financial
"on or prior to December 31, 2028 (the “Expiration Date”)"
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What contingent value right (CVR) did Jasper Therapeutics (JSPR) grant in the Kira acquisition?

Jasper Therapeutics granted one contingent value right (CVR) for each share of voting common stock held immediately before the merger’s Effective Time. Each CVR entitles its holder to a share of a potential $30.0 million Milestone Payment tied to a regulatory outcome for briquilimab.

How can JSPR shareholders earn the $30.0 million Milestone Payment under the CVRs?

CVR holders receive a pro rata share of $30.0 million if the U.S. Food and Drug Administration issues a Priority Review Voucher for briquilimab on or before December 31, 2028. The condition is solely achievement of this defined regulatory Milestone by the stated Expiration Date.

When will Jasper Therapeutics (JSPR) pay the CVR Milestone Payment if the Milestone is achieved?

If the Milestone is achieved and Jasper undergoes a Change of Control, the Milestone Payment is due on the earlier of the Change of Control closing or 90 days after a Monetization Event. Without a prior Monetization Event, payment occurs 90 days after that Monetization Event.

What is the Expiration Date for the JSPR CVR Milestone linked to briquilimab?

The Milestone must be achieved by December 31, 2028, defined as the Expiration Date. If the Priority Review Voucher is issued by then, CVRs remain in effect until the $30.0 million Milestone Payment is fully paid, even if monetization occurs after the Expiration Date.

Who was eligible to receive the Jasper Therapeutics (JSPR) CVRs from the Kira transaction?

Eligibility was based on being a holder of Jasper voting common stock of record on July 16, 2026, the Kira acquisition closing date. Each such holder received one CVR per share, subject to the detailed terms of the CVR Agreement referenced in the merger documentation.

Are the Jasper Therapeutics (JSPR) CVRs transferable or traded on an exchange?

The CVRs are generally not transferable, except in limited circumstances set out in the CVR Agreement. They will not be certificated, will not be registered with the SEC, and will not be listed for trading on any securities exchange.
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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 31, 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 8.01. Other Events.

 

As previously disclosed by Jasper Therapeutics, Inc., a Delaware corporation (the “Company”), on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 16, 2026 (the “Prior Form 8-K”), in connection with the Company’s acquisition of Kira Pharmaceuticals (“Kira”), a former Cayman Islands exempted company, pursuant to that certain 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 wholly owned subsidiary of the Company, each holder of shares of voting common stock of the Company, par value $0.0001 per share (the “Common Stock”), of record immediately prior to the Effective Time (as defined in the Merger Agreement) 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 a contingent value rights agreement (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.

 

In connection with foregoing, the Company hereby confirms that the record date for determining holders entitled to receive the CVRs was July 16, 2026, which was the date of the closing of the acquisition of Kira.

 

The foregoing description of the CVRs and 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 was filed as Exhibit 2.1 to the Prior Form 8-K and is incorporated herein by reference.

 

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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 31, 2026 By: /s/ Herb Cross
    Name: Herb Cross
    Title: Chief Financial Officer

 

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