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Jasper Therapeutics (JSPR) CMO lists merger-based stock option awards

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Form Type
3

Rhea-AI Filing Summary

Jasper Therapeutics, Inc. reports initial equity holdings for Chief Medical Officer Greg Keenan following the merger with Kira Pharmaceuticals. Keenan holds stock options at $0.0100 per share for 103,204 shares of Voting Common Stock and options at $0.6100 per share linked to 92,278 shares of Non-Voting Convertible Preferred Stock, received in exchange for 622,456 Kira options. These options begin vesting in equal monthly installments over 48 months starting June 10, 2026. Each share of Preferred Stock will automatically convert into 61 shares of Voting Common Stock after required stockholder approval, subject to a holder-set beneficial ownership cap between 4.9% and 19.9%, and the Preferred Stock has no expiration date.

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Insider Keenan Greg
Role Chief Medical Officer
Type Security Shares Price Value
holding Stock Option (Right to Buy) F1, F2, F3 -- -- --
holding Stock Option (Right to Buy) F1, F2, F3, F4 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 195,482 shares (Direct)
Footnotes (4)
  1. 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.
  2. F2. Beginning on June 10, 2026, the option vests in equal monthly installments over 48 months, subject to the Reporting Person's continued service to Issuer through each vesting date.
  3. F3. Pursuant to the Merger Agreement, the Reporting Person received 103, 204 options to purchase shares of Voting Common Stock and 92,278 options to purchase shares of Preferred Stock in exchange for 622,456 Kira Options.
  4. F4. 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.
Option exercise price, Voting Common $0.0100 per share Stock options for Jasper Voting Common Stock held by Greg Keenan
Underlying Voting Common shares 103,204 shares Shares underlying options on Jasper Voting Common Stock
Option exercise price, Preferred Stock $0.6100 per share Stock options linked to Non-Voting Convertible Preferred Stock
Underlying Preferred Stock shares 92,278 shares Shares of Non-Voting Convertible Preferred Stock underlying options
Kira options exchanged 622,456 options Kira Pharmaceuticals options exchanged for Jasper options in the merger
Vesting period 48 months Options vest in equal monthly installments from June 10, 2026
Conversion ratio 61 shares Each Preferred Stock share converts into 61 Voting Common Stock shares
Beneficial ownership cap range 4.9% to 19.9% Holder-set cap on Voting Common Stock ownership after conversion
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"
par value financial
"Jasper's voting common stock, par value $0.0001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
vesting in equal monthly installments financial
"Beginning on June 10, 2026, the option vests in equal monthly installments"
beneficially own regulatory
"such holder, together with its affiliates, 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.

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

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FAQ

What equity holdings does Jasper Therapeutics (JSPR) CMO Greg Keenan report?

Chief Medical Officer Greg Keenan reports stock options over 103,204 shares of Voting Common Stock at $0.0100 and options tied to 92,278 shares of Non-Voting Convertible Preferred Stock at $0.6100, reflecting equity received in connection with the Kira Pharmaceuticals merger.

How were Greg Keenan’s Jasper Therapeutics (JSPR) options formed through the Kira merger?

Keenan’s Jasper options arose from the merger with Kira Pharmaceuticals. In exchange for 622,456 Kira options, he received options over 103,204 Voting Common shares and 92,278 Preferred Stock shares, pursuant to the Agreement and Plan of Merger dated July 16, 2026.

What is the vesting schedule for Greg Keenan’s options in Jasper Therapeutics (JSPR)?

The options begin vesting on June 10, 2026 and vest in equal monthly installments over 48 months, conditioned on Keenan’s continued service to Jasper through each vesting date. This creates a four-year vesting period tied to ongoing employment.

How does Jasper Therapeutics’ (JSPR) Non-Voting Convertible Preferred Stock convert into common stock?

Each share of Preferred Stock automatically converts into 61 shares of Voting Common Stock on the third business day after stockholder approval of the conversion. This conversion is automatic once approvals are obtained, subject to stated ownership limitations, and the Preferred Stock itself has no expiration date.

Are there ownership limits on converting JSPR Preferred Stock into Voting Common Stock?

Yes. Upon conversion, a holder cannot beneficially own more than a chosen percentage between 4.9% and 19.9% of outstanding Voting Common Stock. This holder-set cap applies immediately after giving effect to the conversion and restricts how much can be converted at once.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Keenan Greg

(Last)(First)(Middle)
C/O JASPER THERAPEUTICS, INC.
2200 BRIDGE PKWY, SUITE #102

(Street)
REDWOOD CITY94065

(City)(State)(Zip)

ALBERTA, CANADA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2026
3. Issuer Name and Ticker or Trading Symbol
Jasper Therapeutics, Inc. [ JSPR ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) (1)(2)(3) (1)(2)(3)Voting Common Stock103,204$0.01D
Stock Option (Right to Buy) (1)(2)(3)(4) (1)(2)(3)(4)Non Voting Convertible Preferred Stock92,278$0.61D
Explanation of Responses:
1. 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.
2. Beginning on June 10, 2026, the option vests in equal monthly installments over 48 months, subject to the Reporting Person's continued service to Issuer through each vesting date.
3. Pursuant to the Merger Agreement, the Reporting Person received 103, 204 options to purchase shares of Voting Common Stock and 92,278 options to purchase shares of Preferred Stock in exchange for 622,456 Kira Options.
4. 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Herb Cross, as Attorney-in-Fact07/23/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)