Director increases stake to 156,901 shares; warrants exercisable 2026

Rhea-AI Filing Summary

Jasper Therapeutics director Shizuru Judith Anne purchased 41,000 shares of voting common stock together with accompanying warrants in an underwritten public offering on 09/22/2025 at a combined price of $2.43 per share and warrant. The reported transaction increases her direct beneficial ownership to 156,901 shares after the purchase. The accompanying warrants have a $2.92 exercise price, become exercisable on 03/22/2026 and expire on 03/22/2030.

The filing reports the acquisition as a primary purchase (code P) and notes each share was paired with one warrant in the offering. No other transactions, dispositions, or material changes to indirect ownership are disclosed.

Positive

• Director participation in the offering, indicating board-level participation in the capital raise
• Acquisition of both shares and warrants provides upside optionality at a defined strike ($2.92)
• Increase in direct beneficial ownership to 156,901 shares following the transaction
• Transparent disclosure of transaction code and warrant terms in the Form 4

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchase of shares and one-for-one warrants at $2.43, modestly increasing direct stake to 156,901 shares.

The director's purchase signals an insider acquisition in the public offering rather than secondary-market buying, which can indicate support for the capital raise but is not necessarily a vote of long-term conviction. The cost basis per share-plus-warrant was $2.43; the warrants' $2.92 strike and 2026 earliest exercisability provide a limited optionality window. For investors, this is a routine disclosure of insider participation in a financing and should be weighed alongside company fundamentals and the size of the offering.

Corporate Governance Expert

TL;DR: Director participation in the offering shows alignment with a board member but is routine and non-transformative.

This Form 4 documents a compliant, disclosed purchase by a director in an underwritten offering. The one-for-one warrant pairing and standard exercise terms are typical for small-cap equity raises. Governance-wise, the transparent reporting and direct ownership increase are positive for disclosure standards, but the filing contains no governance actions, related-party arrangements, or changes in board status.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shizuru Judith Anne

(Last) (First) (Middle)

C/O JASPER THERAPEUTICS, INC.

2200 BRIDGE PKWY, SUITE #102

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jasper Therapeutics, Inc. [ JSPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	09/22/2025		P		41,000	A	$2.43(1)	156,901	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (right to buy)	$2.92	09/22/2025		P		41,000		03/22/2026	03/22/2030	Voting Common Stock	41,000	(1)	41,000	D

Explanation of Responses:

1. Each share of voting common stock was purchased together with an accompanying warrant to purchase one share of voting common stock in an underwritten public offering at a combined offering price of $2.43 per share of voting common stock and accompanying warrant.

	/s/ Herb Cross, as Attorney-in-Fact	09/24/2025
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What did Jasper Therapeutics (JSPR) insider Shizuru Judith Anne purchase?

She purchased 41,000 shares of voting common stock paired with 41,000 warrants in the offering.

At what price were the shares and warrants bought?

The combined offering price was $2.43 per share and accompanying warrant.

What are the warrant terms reported on the Form 4 for JSPR?

The warrants have a $2.92 exercise price, are exercisable from 03/22/2026, and expire on 03/22/2030.

How many shares does the reporting person own after the transaction?

The reporting person beneficially owns 156,901 shares following the reported purchase.

What type of transaction code was used to report the purchase?

The Form 4 reports the acquisition under transaction code P (purchase).