Jasper Therapeutics, Inc. 8-K

What Happened

• Jasper Therapeutics, Inc. announced on July 16, 2026 that it completed the acquisition of Kira Pharmaceuticals through a merger in which Kira merged into Jasper’s wholly owned subsidiary Merger Sub. The transaction was structured under an Agreement and Plan of Merger dated July 16, 2026 and is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
• In connection with the closing Jasper issued 5,195,009 shares of common stock and 4,644,977 shares of non-voting convertible preferred stock to Kira’s shareholders. Jasper also filed a Certificate of Designation for the terms of the newly issued preferred stock and made an investor presentation available on July 16, 2026.

Key Details

• Closing date: July 16, 2026 (Agreement and Merger effective the same date).
• Consideration issued: 5,195,009 shares of common stock and 4,644,977 shares of non‑voting convertible preferred stock. Each preferred share is convertible into 61 shares of common stock (collective potential conversion = 283,343,597 common shares).
• Corporate actions: Directors Vishal Kapoor and Scott Brun, M.D. resigned (not due to disagreements); Board size reduced from eight to six; Patrick Crutcher (age 41) was appointed as a Class I director.
• Governance filing: Certificate of Designation for the preferred stock was filed with the Delaware Secretary of State on July 16, 2026.

Why It Matters

• The acquisition adds Kira’s assets and program(s) to Jasper’s business and was paid largely in equity, which can meaningfully affect Jasper’s share count and ownership mix—especially because the convertible preferred shares convert at a high ratio (61:1), creating the potential for substantial dilution if converted.
• Board changes reflect Kira-related governance terms (two Kira directors resigned as agreed and a Kira‑affiliated director was added), which can influence strategic direction and integration execution.
• Investors should watch for further SEC filings with financial statements for the acquired business, more details on the preferred stock rights (Certificate of Designation), and any disclosures about expected operational or financial impacts from the merger.