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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 16, 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 7.01 - Regulation FD Disclosure.
On July 16, 2026, Jasper Therapeutics, Inc. (the “Company”)
issued a press release announcing that the Company has completed the acquisition of Kira Pharmaceuticals, a former Cayman limited company
that was engaged in the design of complement therapies to treat immune-mediated diseases, in an all-stock transaction and entered into
a securities purchase agreement for a private placement financing for gross proceeds of $132 million. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including
the information in the press release attached as Exhibit 99.1, are furnished pursuant to Item 7.01 of Form 8-K and
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of
the Company under the Securities Act.
Item 9.01 - Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release issued on July 16, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 16, 2026 |
By: |
/s/ Herb Cross |
| |
|
Name: |
Herb Cross |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
Jasper Therapeutics
Announces Merger with Kira Pharmaceuticals
Combined company positioned
to advance portfolio of biologic agents designed to improve outcomes in patients with numerous immunologically-driven disorders
Concurrent $132 million private investment with
participation from leading life sciences investors and Mirador Therapeutics
Kira out-licenses KP-301, a long-acting anti-C5a
monoclonal antibody, and KP-402, a small molecule C5a receptor antagonist, to Mirador Therapeutics, for $12 million upon signing and potential
development and sales milestone payments
Combined financing and transactions expected
to fund combined company operations through the second half of 2028, including multiple clinical milestones
REDWOOD CITY, Calif. and CAMBRIDGE, Mass.,
July 16, 2026 – Jasper Therapeutics, Inc. (Nasdaq: JSPR) (“Jasper” or the “Company”), today announced that
Jasper has completed the acquisition of Kira Pharmaceuticals (“Kira”), a former Cayman limited company that was engaged in
the design of complement therapies to treat immune-mediated diseases, in an all-stock transaction (together, the “Combined Company”).
Concurrent with the acquisition, Jasper entered into a securities purchase agreement for the sale of non-voting convertible preferred
stock (the “Preferred Stock”) in a private placement transaction co-led by Affinity Asset Advisors and Ikarian Capital with
participation from Affinity Asset Advisors, LLC, Ikarian Capital LLC, Columbia Threadneedle Investments, Sirenia Capital Management LP,
Brahma Capital, Balyasny Asset Management, SilverArc Capital, Squadron Capital Management, Nazare Partners LP, and Mirador Therapeutics
as well as other leading life sciences investors and certain members of Kira management. The private placement is expected to result in
total gross proceeds of approximately $132 million. The proceeds from the private placement will be used to fund development of the Combined
Company’s pipeline through the second half of 2028. The Combined Company will focus on advancing a consolidated pipeline of potential
best-in-class innovative therapies for immunologically-driven disorders, including KP-104, a potential best-in-class dual-complement inhibitor
for the treatment of paroxysmal nocturnal hemoglobinuria (PNH) and high unmet need nephrology disorders, briquilimab, an anti-KIT antibody
with broad therapeutic utility across multiple transplant and immunologic indications, and KP-701, a novel, dual-acting anti-CD79BxCD32B
monoclonal antibody (mAb) for autoantibody-mediated disorders. The Combined Company will continue to trade on Nasdaq under the ticker
symbol “JSPR.”
The Combined Company’s cash and cash
equivalents balance at closing, including the proceeds from the private placement and out-licensing transaction, but excluding any milestone
payments, is anticipated to fund the Combined Company’s operations through the second half of 2028 and provide runway through key
clinical milestones, including KP-104 Phase 2 results in potential renal disorders, an end-of-Phase 2 meeting with the U.S. Food and Drug
Administration (FDA) to support the potential initiation of a Phase 3 study evaluating KP-104 for PNH, the advancement of briquilimab
in Severe Combined Immunodeficiency (SCID) to a pre-Biologics License Application (BLA) meeting, and first-in-human data for KP-701.
“We are pleased to announce this transaction
with Kira following a thorough evaluation of strategic alternatives. Kira has built a truly differentiated complement portfolio that includes
dual MOA beyond single-pathway agents and long-acting complement inhibitors, reflecting the quality of their science and the deep expertise
of their team. We are excited by the robust pipeline that this transaction creates, and are looking forward to advancing these important
medicines for patients,” said Jeet Mahal, President and Chief Executive Officer of Jasper.
“Today’s announcement marks a
transformative step for the product candidates that Kira has developed. As we advance as part of Jasper, our mission is to develop biologic
agents designed to improve outcomes in patients suffering from numerous immunologically-driven disorders. We will leverage the Combined
Company’s management team with deep expertise in antibody drug development and support from leading life science investors,”
said Patrick Crutcher, MSc, formerly the Chairman of the Board of Kira. “In conjunction, the out-licensing of KP-301 and KP-402
to Mirador and their highly experienced team allows for the Combined Company to rapidly accelerate its potentially best-in-class portfolio
toward significant value creating milestones, while also allowing for the development of these potentially best-in-class assets. With
this strengthened foundation, and the synergies between our team and the Jasper team, we believe the Combined Company is exceptionally
well-positioned to progress our portfolio of biologic agents targeting high-value immunology targets. We are now focused on executing
on multiple upcoming clinical milestones that have the potential to impact patients in need of better therapeutic options.”
Transaction Highlights:
| ● | Consolidated
innovative pipeline of high-value immunology targets: The Combined Company plans to advance
a consolidated pipeline across immunologically-driven disorders, including: |
| ○ | KP-104
(Vensobafusp alfa): a Phase 2/3 ready, potentially best-in-disease, bifunctional biologic
targeting both the alternative and terminal pathways within the complement cascade |
| ■ | The
Combined Company expects to report interim data from Stage 1 of the ongoing Phase 2 basket
trial in rare renal indications in the fourth quarter of 2026, and updated data in the second
quarter of 2027. Additionally, the Combined Company plans to report interim data from Stage
2 of the study in the second quarter of 2027. |
| ■ | Based on previous, positive data in treatment-naïve PNH, the Combined
Company is planning for an end-of-Phase 2 meeting with the FDA and plans to announce next steps in the first half of 2027. |
| ■ | By the end of the year, the Combined Company anticipates that it will announce
a new indication for KP-104. |
| ○ | Briquilimab:
a late-stage, potentially best-in-class anti-KIT antibody |
| ■ | Following positive, long-term data in SCID, the Combined Company is progressing
its efforts towards a pre-BLA meeting with the FDA and expects to announce next steps in the first quarter of 2027. |
| ■ | The Combined Company also continues to assess the mast-cell mediated disease
landscape and will provide an update on its anticipated clinical development in the second half of this year. |
| ○ | KP-701:
a preclinical, B-cell receptor targeted therapy |
| ■ | In the first quarter of 2027, the Combined Company expects to file a clinical
trial application (CTA) or an investigational new drug (IND) for Phase 1 testing and plans to report first in human data in the third
quarter of 2027. |
| ● | KP-301 and KP-402 out-licensing deal: Kira has out-licensed KP-301,
a long-acting anti-C5a monoclonal antibody, and KP-402, a small molecule C5a receptor antagonist to Mirador Therapeutics. This transaction
will provide a $12 million upfront payment and potential development and sales milestone payments. Mirador brings deep experience across
drug development and translational immunology that supports the advancement of these potential best-in-class molecules. Out-licensing
these assets allows the Combined Company to focus its resources on its current portfolio of high-value immunology targets. |
| ● | Management and Organization: The Combined Company will be comprised
of a highly experienced team, including: |
| ○ | Jeet
Mahal, President and Chief Executive Officer; |
| ○ | Herb
Cross, Chief Financial Officer; |
| ○ | Greg
Keenan, M.D., Chief Medical Officer; |
| ○ | Matthew
E. Ros, Chief Operating Officer; |
| ○ | Wenru
Song, M.D., Ph.D., Executive Vice President and Head of R&D; |
| ○ | In
conjunction with the transaction, the Board of Directors of the Combined Company will be
comprised of Patrick Crutcher, MSc, Jeet Mahal, Thomas Wiggans, Judith Shizuru, M.D., Ph.D.,
Svetlana Lucas, Ph.D., and Kurt von Emster. |
| ● | Cash Runway: Pro-forma cash for the Combined Company is expected
to fund operations of the Combined Company, as currently intended to be carried out, through multiple anticipated clinical milestones
through the second half of 2028. |
About the Transaction
The acquisition of Kira was structured as
a stock-for-stock transaction whereby all of Kira’s outstanding equity interests were exchanged for a combination of shares of Jasper
common stock and Preferred Stock. Subject to approval by Jasper’s stockholders in accordance with Nasdaq listing rules, each share
of Preferred Stock will automatically convert into 61 shares of Jasper common stock, subject to certain beneficial ownership limitations.
Concurrently with the acquisition of Kira, Jasper entered into a securities purchase agreement pursuant to which Jasper agreed to sell
approximately 4.7 million shares of Preferred Stock for an aggregate purchase price of approximately $132 million. The private placement
is expected to close on July 20, 2026.
In connection with the acquisition of Kira,
each holder of Jasper common stock as of immediately before the closing of the transaction will be entitled to a non-transferrable contingent
value right (“CVR”). Holders of the CVR will be entitled to receive an aggregate of $30 million in payments related to Jasper
obtaining a priority review voucher (“PRV”) by December 31, 2028 for briquilimab, provided that such payments shall only be
due upon the monetization of the CVR or in the event of an acquisition of the Combined Company subsequent to the receipt of the PRV.
The acquisition was approved by the Board
of Directors of Jasper and the Board of Directors and shareholders of Kira. The approval of Jasper’s stockholders is required, among
other things, under the terms of the Preferred Stock in order for the Preferred Stock to be converted into shares of Jasper common stock,
and Jasper is required to hold a stockholder meeting for such vote. As a result of the transactions, equityholders of Jasper immediately
prior to the acquisition will own approximately 6.68% of Jasper’s common stock, equityholders of Kira immediately prior to the acquisition
will own approximately 49.86% of Jasper’s common stock and investors in the private placement financing will own approximately 43.46%
of Jasper’s common stock, in each case, calculated on a fully-diluted, as-converted-to-common-basis (and without giving effect to
any beneficial ownership limitations), and based on the implied equity values of Jasper and Kira. On an as-converted basis and after accounting
for these transactions, the total number of shares of Jasper common stock outstanding would be approximately 653.6 million immediately
after the closing of the transactions.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
Advisors
Piper Sandler & Co. served as the exclusive
financial advisor and DLA Piper LLP (US) served as legal counsel to Kira. H.C. Wainwright & Co. served as financial advisor and Paul
Hastings LLP served as legal counsel to Jasper. Piper Sandler & Co. served as lead placement agent and LifeSci Capital LLC served
as co-placement agent for the concurrent financing.
About Jasper
Jasper is a clinical-stage biotechnology company
focused on the development of briquilimab, a targeted anti-KIT monoclonal antibody with a demonstrated safety and efficacy profile in
patients and healthy volunteers in multiple chronic immunological and inflammatory diseases. Briquilimab is a targeted aglycosylated monoclonal
antibody that blocks stem cell factor from binding to the KIT receptor, inhibiting an essential survival signal for mast cells and a maintenance
signal for hematopoietic stem cells. KIT inhibition with briquilimab has demonstrated positive clinical outcomes both as a conditioning
agent for stem cell transplant in SCID and Fanconi anemia, and via mast cell depletion in diseases such as chronic urticarias and allergic
asthma. For more information, please visit us at www.jaspertx.com.
Forward-Looking Statements
Certain statements contained in this press
release are or may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of
1995. These statements can be identified by the fact that they do not relate strictly to historic or current facts. They use words such
as “estimate,” “expect,” “intend,” “believe,” “plan,” “anticipate,”
“potential,” “projected” and other words and terms of similar meaning in connection with any discussion of future
operating or financial performance or condition. Jasper cautions that these statements are based upon the current beliefs and expectations
of Jasper’s management and are subject to significant risks, uncertainties and assumptions, including, without limitation, risks
related to the market price of Jasper’s common stock relative to the value suggested by the exchange ratio in connection with the
merger; unexpected costs, charges or expenses resulting from the merger; potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the merger; the uncertainties associated with the Combined Company’s product candidates,
as well as risks associated with the clinical development and regulatory approval of product candidates, including potential delays in
the commencement, enrollment and completion of clinical trials; risks related to the inability of the Combined Company to obtain sufficient
additional capital to continue to advance these product candidates and its preclinical programs; uncertainties in obtaining successful
clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value
from product candidates and preclinical programs being developed and anticipated to be developed in light of inherent risks and difficulties
involved in successfully bringing product candidates to market; risks associated with the possible failure to realize certain anticipated
benefits of the merger, including with respect to future financial and operating results; the risk that the private placement is not consummated;
the possibility that holders of CVRs may never receive any proceeds; risks related to the possibility that Jasper’s shareholders
may not approve the conversion of the Preferred Stock, and such additional risks and uncertainties contained in the “Risk Factors”
section of Jasper’s Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that Jasper has subsequently filed or may subsequently file with the SEC. Statements regarding future actions, future
performance and/or future results including, without limitation, those relating to the timing for completion, and results of, scheduled
or additional clinical trials and the FDA’s or other regulatory review and/or approval and commercial launch and sales results (if
any) of the Combined Company’s formulations and product candidates and regulatory filings related to the same, financial projections
and targets, business strategy, plans and objectives for future operations, statements regarding the Combined Company and its operations
and prospects, may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press
release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events.
There is no obligation to update publicly or revise any forward-looking statements for any reason after the date of this press release
or to conform these statements to actual results or to changes in the Combined Company’s expectations, whether as a result of new
information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable
securities laws.
For Investor Inquiries
Argot Partners (investors and media)
kira@argotpartners.com
Jasper Therapeutics
Alex Gray (investors)
Jasper Therapeutics
650-549-1454
agray@jaspertx.com
Media:
media@jaspertx.com
