Jasper Therapeutics (JSPR) EVP outlines option and preferred stakes after Kira deal
Rhea-AI Filing Summary
Jasper Therapeutics, Inc. EVP and Head of R&D Wenru Song reports equity positions received when Kira Pharmaceuticals merged into a Jasper subsidiary. Converted Kira options now cover 630, 1,973 and 5,885 shares of Voting Common Stock and 563, 1,764 and 5,262 shares of Non Voting Convertible Preferred Stock, at exercise prices ranging from $2.72 to $3.59 for common and $165.92 to $218.99 for preferred, all fully vested. Each Preferred share will automatically convert into 61 Voting Common shares after required stockholder approval, subject to a 4.9%–19.9% beneficial ownership cap. Song also has indirect interests through the 2019 WMML Revocable Trust in 3,150 Voting Common shares and 2,816 Preferred shares, with beneficial ownership disclaimed beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Song Wenru
Role
EVP, Head of R&D
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (Right to Buy) F1, F2, F3, F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F1, F2, F4, F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F1, F2, F5, F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F1, F2, F3, F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F1, F2, F4, F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F1, F2, F5, F6 | -- | -- | -- |
| holding | Voting Common Stock F7 | -- | -- | -- |
| holding | Non Voting Convertible Preferred Stock F6, F7 | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 16,077 shares (Direct);
Voting Common Stock — 3,150 shares (Indirect, By 2019 WMML Revocable Trust);
Non Voting Convertible Preferred Stock — 2,816 shares (Indirect, By 2019 WMML Revocable Trust)
Footnotes (7)
- F1. Pursuant to the Agreement and Plan of Merger by and among Kira Pharmaceuticals ("Kira"), Jasper Therapeutics, Inc. ("Jasper") and Kira Holdco Inc. ("Merger Sub"), a wholly owned subsidiary of Jasper, dated July 16, 2026 (the "Merger Agreement"), Kira merged with and into Merger Sub, with Merger Sub surviving (the "Merger"). Each option to purchase shares of Kira ordinary shares (each, a "Kira Option") that was outstanding and unexercised immediately prior to the closing of the Merger, whether or not vested, was converted into and became an option to purchase Jasper's voting common stock, par value $0.0001 per share ("Voting Common Stock") and shares of the Jasper Non-Voting Convertible Preferred Stock, par value $0.0001 ("Preferred Stock") pursuant to the terms and conditions of the Merger Agreement.
- F2. The option is fully vested.
- F3. Pursuant to the Merger Agreement, the Reporting Person received 630 options to purchase shares of Voting Common Stock and 563 options to purchase shares of Preferred Stock in exchange for 3,800 Kira Options.
- F4. Pursuant to the Merger Agreement, the Reporting Person received 1,973 options to purchase shares of Voting Common Stock and 1,764 options to purchase shares of Preferred Stock in exchange for 11,900 Kira Options.
- F5. Pursuant to the Merger Agreement, the Reporting Person received 5,885 options to purchase shares of Voting Common Stock and 5,262 options to purchase shares of Preferred Stock in exchange for 35,500 Kira Options.
- F6. On the third business day following the receipt of stockholder approval of the conversion of the Preferred Stock, each share of preferred stock shall automatically convert into 61 shares of the Issuer's Voting Common Stock, subject to certain limitations, including that a holder of Preferred Stock is prohibited from converting shares of preferred stock into shares of Voting Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Voting Common Stock issued and outstanding immediately after giving effect to such conversion. The Preferred Stock has no expiration date.
- F7. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Key Figures
Voting common underlying options: 630 shares at $2.7200
Voting common underlying options: 1,973 shares at $2.8300
Voting common underlying options: 5,885 shares at $3.5900
+5 more
8 metrics
Voting common underlying options
630 shares at $2.7200
Fully vested option over Jasper Voting Common Stock received in Kira merger
Voting common underlying options
1,973 shares at $2.8300
Fully vested option position following conversion of Kira Options
Voting common underlying options
5,885 shares at $3.5900
Largest block of Voting Common underlying Song’s converted options
Preferred underlying options
563 shares at $165.9200
Non Voting Convertible Preferred Stock underlying converted Kira Options
Preferred underlying options
5,262 shares at $218.9900
Largest preferred stock block underlying Song’s options
Preferred conversion ratio
61 Voting Common shares per Preferred share
Automatic conversion after stockholder approval, subject to ownership limits
Indirect Voting Common holdings
3,150 shares
Held indirectly by 2019 WMML Revocable Trust, with beneficial ownership disclaimed
Indirect Preferred holdings
2,816 shares
Non Voting Convertible Preferred Stock held by 2019 WMML Revocable Trust
Key Terms
Agreement and Plan of Merger, Non Voting Convertible Preferred Stock, beneficially own, pecuniary interest
4 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger by and among Kira Pharmaceuticals"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Non Voting Convertible Preferred Stock financial
"shares of the Jasper Non-Voting Convertible Preferred Stock, par value $0.0001"
beneficially own regulatory
"would beneficially own more than a specified percentage"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Who filed this insider ownership report for Jasper Therapeutics (JSPR) and what is their role?
Wenru Song, Executive Vice President and Head of R&D at Jasper Therapeutics, filed the report. It details Song’s stock options and indirect interests in Jasper’s Voting Common Stock and Non Voting Convertible Preferred Stock following the merger with Kira Pharmaceuticals.
How did the Kira Pharmaceuticals merger impact Wenru Song’s holdings in Jasper Therapeutics (JSPR)?
Under the Merger Agreement, outstanding Kira stock options were converted into options to purchase Jasper Voting Common Stock and Non Voting Convertible Preferred Stock. Song received specific option blocks, such as 5,885 common and 5,262 preferred underlying shares, all on fully vested terms.
What stock option positions does Wenru Song report in Jasper Therapeutics (JSPR)?
Song reports fully vested options over 630, 1,973 and 5,885 Voting Common shares at exercise prices between $2.72 and $3.59, plus options over 563, 1,764 and 5,262 Non Voting Convertible Preferred shares at exercise prices between $165.92 and $218.99.
How does Jasper’s Non Voting Convertible Preferred Stock convert into Voting Common Stock (JSPR)?
Each share of Non Voting Convertible Preferred Stock will automatically convert into 61 Voting Common shares on the third business day after stockholder approval of the conversion, subject to a beneficial ownership cap between 4.9% and 19.9% for each holder and its affiliates.