Form 8-K

8-K — Jasper Therapeutics, Inc.

Accession: 0001213900-26-078781

Filed: 2026-07-16

Period: 2026-07-16

CIK: 0001788028

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298316-8k_jasper.htm (Primary)

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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

EX-99.1 — PRESS RELEASE ISSUED ON JULY 16, 2026

EX-99.1

Filename: ea029831601ex99-1.htm · Sequence: 2

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

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xbrli:booleanItemType

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duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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dei_

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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- Details

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us-gaap_StatementClassOfStockAxis=JSPR_VotingCommonStockParValue0.0001PerShareMember

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Name:

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