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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 1, 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) |
|
(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 7.01 Regulation FD Disclosure.
On June 1, 2026, Jasper Therapeutics, Inc. issued a press release announcing
that, following an evaluation of current market conditions, its Board of Directors has decided to initiate a comprehensive review of strategic
alternatives aimed at maximizing shareholder value. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
In accordance with General Instructions B.2 of Form 8-K, the information
in this Item 7.01, including the press release attached hereto as Exhibit 99.1, is being furnished under Item 7.01 and Item 9.01 of Current
Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 1, 2026. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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: June 1, 2026 |
By: |
/s/ Herb Cross |
| |
|
Name: |
Herb Cross |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1

Jasper Therapeutics Announces Exploration of
Strategic Alternatives to Maximize Shareholder Value
REDWOOD CITY, Calif., June 1, 2026 (GLOBE NEWSWIRE)
– Jasper Therapeutics, Inc. (Nasdaq: JSPR) (Jasper), a clinical stage biotechnology company focused on development of briquilimab,
a novel antibody therapy targeting c-Kit (CD117) to address mast cell driven diseases such as chronic spontaneous urticaria (CSU), chronic
inducible urticaria (CIndU) and asthma, today announced that, following an evaluation of current market conditions, its Board of Directors
has decided to initiate a comprehensive review of strategic alternatives aimed at maximizing shareholder value. Strategic alternatives
being evaluated include, among other options, a sale of assets, licensing of assets, collaborations, a sale of the Company, a business
combination, merger or other strategic transaction, or an orderly wind-down of operations.
In connection with this strategic review, Jasper
will continue to evaluate cost-saving measures to preserve cash, and plans to continue to maintain compliance with regulatory and financial
reporting requirements.
Jasper does not have a defined timeline for the
exploration of strategic alternatives and there can be no assurance that the process will result in any strategic alternative being announced
or consummated or that any such strategic alternative will maximize stockholder value. Jasper does not intend to discuss or disclose further
developments during this process unless and until its Board of Directors has approved a specific action or otherwise determined that further
disclosure is appropriate or required by law.
About Jasper
Jasper is a clinical-stage biotechnology company
focused on developing briquilimab as a therapeutic for chronic mast cell diseases. Briquilimab is a targeted aglycosylated monoclonal
antibody that blocks stem cell factor from binding to the KIT receptor, thereby inhibiting signaling through the receptor. This inhibition
disrupts the critical survival signal, leading to the depletion of the mast cells via apoptosis which removes the underlying source of
the inflammatory response in mast cell driven diseases such as chronic urticaria and asthma. Jasper is currently evaluating briquilimab
as a treatment in patients with CSU, CIndU and asthma. Briquilimab has a demonstrated efficacy and safety profile in patients and healthy
volunteers, with positive clinical outcomes in CSU, CIndU and allergic asthma. For more information, please visit us at www.jaspertx.com.
Forward-Looking Statements
Certain statements included in this press release that are not historical
facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding briquilimab’s potential, including
with respect to its potential in mast cell driven diseases such as CSU, CIndU and asthma; Jasper’s exploration of strategic alternatives,
including the intent to maximize shareholder value; the announcement of or consummation of any strategic alternative; Jasper’s intent
to continue to evaluate cost-saving measures to preserve cash and Jasper’s plan to continue to maintain compliance with regulatory
and financial reporting requirements . These statements are based on various assumptions, whether or not identified in this press release,
and on the current expectations of Jasper and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Many actual events and circumstances are beyond the control of Jasper.
These forward-looking statements are subject to a number of risks and uncertainties, including the risk that the strategic review process
will not result in the identification or consummation of a transaction on terms the Company or its shareholders find attractive or otherwise
increase shareholder value; general economic, political and business conditions; the risk that the potential product candidates that Jasper
develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; the
risk that clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release;
the risk that prior test, study and trial results may not be replicated in continuing or future studies and trials; Jasper’s ability
to continue as a going concern and its imminent need to raise additional funding to continue its operations; risks related to Jasper’s
ability to manage cash resources and obtain additional cash resources to fund its foreseeable and unforeseeable operating expenses and
capital expenditure requirements; the risk that Jasper may be unable to raise capital to continue its operations and its Phase 2b/3 study
in CSU; the risk that Jasper will be unable to successfully market or gain market acceptance of its product candidates; the risk that
Jasper’s product candidates may not be beneficial to patients or successfully commercialized; patients’ willingness to try
new therapies and the willingness of physicians to prescribe these therapies; the effects of competition on Jasper’s business; the
risk that third parties on which Jasper depends for laboratory, clinical development, manufacturing and other critical services will fail
to perform satisfactorily; the risk that Jasper’s business, operations, clinical development plans and timelines, and supply chain
could be adversely affected by the effects of health epidemics; the risk that Jasper will be unable to obtain and maintain sufficient
intellectual property protection for its investigational products or will infringe the intellectual property protection of others; and
other risks and uncertainties indicated from time to time in Jasper’s filings with the SEC, including its Annual Report on Form
10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. If any of these risks materialize or Jasper’s
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While
Jasper may elect to update these forward-looking statements at some point in the future, Jasper specifically disclaims any obligation
to do so. These forward-looking statements should not be relied upon as representing Jasper’s assessments as of any date subsequent
to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts:
Alex Gray (investors)
Jasper Therapeutics
650-549-1454
agray@jaspertx.com
Media:
media@jaspertx.com