07/23/2026 | Press release | Distributed by Public on 07/23/2026 14:01
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FORM 3
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UNITED 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1)(2)(3) | (1)(2)(3) | Voting Common Stock | 103,204 | $0.01 | D | |
| Stock Option (Right to Buy) | (1)(2)(3)(4) | (1)(2)(3)(4) | Non Voting Convertible Preferred Stock | 92,278 | $0.61 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Keenan Greg C/O JASPER THERAPEUTICS, INC. 2200 BRIDGE PKWY, SUITE #102 REDWOOD CITY 94065 |
Chief Medical Officer | |||
| /s/ Herb Cross, as Attorney-in-Fact | 07/23/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |
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Remarks: Exhibit 24 - Power of Attorney |
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