Jasper Therapeutics, Inc. filed a preliminary proxy statement on October 9, 2026, calling a special meeting of stockholders to vote on share issuances tied to its acquisition of Kira Pharmaceuticals, Inc. and a related private placement.

Key Highlights

  • Four proposals on the ballot: stockholders will vote on the Merger Conversion Proposal, the PIPE Conversion Proposal, a Director Ratification Proposal, and an Adjournment Proposal.
  • Kira Pharmaceuticals acquisition: the conversion vote relates to non-voting convertible preferred stock issued in connection with the Agreement and Plan of Merger dated July 16, 2026, among the company, Kira, and Kira Holdco Inc.
  • Nasdaq compliance: the Merger Conversion Proposal seeks approval under Nasdaq Listing Rules 5635(a) and 5635(b), while the PIPE Conversion Proposal seeks approval under Nasdaq Listing Rule 5635(d).
  • Record date: stockholders of record as of the close of business on September 28, 2026 are entitled to notice and to vote at the special meeting.
  • Director ratification: stockholders will vote to ratify the appointment of Patrick Crutcher to the company's board of directors.
  • Reverse stock split pending: at a September 30, 2026 special meeting, stockholders approved a reverse stock split at a ratio of 1-for-15 to 1-for-35, though the board had not yet selected a ratio or effected the split as of the filing date.
  • Common stock par value: the voting common stock subject to conversion carries a par value of $0.0001 per share, according to the filing.

Jasper Therapeutics Seeks Stockholder Approval to Convert Preferred Stock Issued in Kira Deal

According to the preliminary proxy statement, Jasper Therapeutics, a Delaware corporation headquartered in Redwood City, California, is soliciting stockholder proxies for a special meeting to be held virtually at 10:00 a.m. Pacific Time in November 2026. The filing identifies NASDAQ:JSPR as the company's listing. The central purpose of the meeting is to obtain approval, under applicable Nasdaq listing rules, for the issuance of shares of voting common stock upon conversion of non-voting convertible preferred stock that was issued in two separate transactions: the acquisition of Kira Pharmaceuticals and a concurrent private placement.

The filing explains that the Merger Agreement, dated July 16, 2026, was entered into among the company, Kira Pharmaceuticals, Inc., and Kira Holdco Inc., a wholly owned subsidiary of the company. The preferred stock issued in connection with that merger is non-voting and convertible into common stock, and the conversion requires stockholder approval to comply with Nasdaq Listing Rules 5635(a) and 5635(b), which govern issuances in connection with acquisitions. Separately, the PIPE Conversion Proposal asks stockholders to approve conversion of preferred stock issued to purchasers in a private placement transaction, consistent with Nasdaq Listing Rule 5635(d).

The proxy statement also notes that, as of the filing date, the board had approved but not yet effected a reverse stock split at a ratio between 1-for-15 and 1-for-35, following stockholder authorization at a September 30, 2026 special meeting. The filing states that share counts and per-share data in the proxy statement have not been adjusted to reflect any such split. The proxy and accompanying proxy card were expected to be mailed to stockholders of record on or about October 25-26, 2026, according to the document.

What Was Disclosed

Jasper Therapeutics filed a preliminary proxy statement dated October 9, 2026, calling a virtual special meeting to seek stockholder approval for the conversion of preferred stock issued in the Kira Pharmaceuticals acquisition and a private placement, the ratification of a director, and a potential adjournment.