Jasper Therapeutics Inc

1. 1

   Merger Conversion Proposal

   ManagementBoard: FOR

   Approve, for purposes of Nasdaq Listing Rules 5635(a) and 5635(b), the issuance of Common Stock upon conversion of the non-voting convertible Preferred Stock issued in connection with Jasper’s acquisition of Kira Pharmaceuticals, and upon exercise of related Kira Options.

   More detail

   This proposal asks stockholders to approve the issuance of Common Stock upon conversion of Preferred Stock issued as consideration in Jasper’s completed acquisition of Kira. It also covers Common Stock issuable upon exercise of the assumed Kira Options. Approval is sought under Nasdaq Listing Rules 5635(a) and 5635(b), because the potential issuance materially exceeds the applicable 20% issuance threshold and may result in a change of control. The Merger itself closed on July 16, 2026, so stockholders are not being asked to approve the merger agreement or unwind the transaction. The Merger Preferred Stock includes Consideration Preferred, SAFE Preferred, and Options Preferred, together potentially representing approximately 320,289,040 Common Stock shares before any reverse stock split. If approved, the Preferred Stock will automatically convert on the third business day after approval, subject to the beneficial ownership limitation and sufficient authorized Common Stock. The conversion would substantially dilute existing Jasper stockholders, with pre-transaction Jasper equityholders expected to hold approximately 6.68% on a fully diluted, as-converted basis. If approval is denied, the Preferred Stock would remain outstanding and unconvertible, the Kira Options would remain unexercisable for Common Stock, and the Company would have to continue soliciting approval at later meetings. Failure to obtain approval could also restrict strategic transactions and expose the Company to potential cash-settlement obligations if it cannot deliver the underlying shares. The Board recommends voting FOR because approval is required to satisfy Nasdaq rules and contractual obligations under the Merger Agreement.

2. 2

   PIPE Conversion Proposal

   ManagementBoard: FOR

   Approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of Common Stock upon conversion of the 4,655,951 shares of PIPE Preferred issued in Jasper’s private placement financing.

   More detail

   This proposal asks stockholders to approve the issuance of Common Stock upon conversion of the 4,655,951 shares of PIPE Preferred sold in Jasper’s private placement financing. Approval is required under Nasdaq Listing Rule 5635(d) because the transaction occurred outside a public offering and may involve issuance of at least 20% of the pre-issuance shares at a price below Nasdaq’s Minimum Price. The financing closed on July 20, 2026, for aggregate gross proceeds of $132 million. Based on the conversion terms, the PIPE Preferred is convertible into approximately 284,013,011 Common Stock shares before giving effect to any reverse stock split or beneficial ownership limitations. If approved, the PIPE Preferred may convert subject to the Certificate of Designation, including the applicable beneficial ownership blocker. The conversion would materially dilute the economic and voting interests of existing Common Stock holders. If approval is not obtained, the PIPE Preferred would remain outstanding but unconvertible for Nasdaq purposes, requiring repeated future solicitation efforts. Continued non-approval could impose additional costs and delay, restrict corporate flexibility, and potentially lead to cash-settlement obligations if the Company cannot deliver shares after conversion becomes permissible. The financing also includes registration rights requiring Jasper to file a resale registration statement for the underlying shares. The Board recommends voting FOR because approval is needed to comply with Nasdaq Rule 5635(d) and the Company’s financing obligations.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the Merger Conversion Proposal, PIPE Conversion Proposal, or Director Ratification Proposal.

   More detail

   This proposal asks stockholders to authorize the proxy holders to adjourn the Special Meeting if additional time is needed to obtain votes on the other proposals. The adjournment may be used if the Merger Conversion Proposal, PIPE Conversion Proposal, or Director Ratification Proposal lacks sufficient support. Management also states that an adjournment could be used where proxies indicate that a majority of votes on a proposal would otherwise be cast against it, allowing additional solicitation efforts. The proposal is procedural and does not itself approve the conversion transactions or the director appointment. If approved, the Company could continue soliciting proxies and reconvene the meeting or an adjourned session, generally without a new notice if the adjournment is 30 days or less and no new record date is set. The proposal is considered a routine matter under the applicable broker-voting rules. Approval could facilitate completion of the Nasdaq approvals required for the Merger and PIPE transactions and the contractual obligation to ratify the Kira board designee. Conversely, an adjournment could delay final voting and extend the Company’s solicitation costs and management distraction. The Board states that additional time to seek the required votes is in stockholders’ best interests if support is insufficient. The Board recommends voting FOR the Adjournment Proposal.

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When is the Jasper Therapeutics Inc 2026 special meeting?

Jasper Therapeutics Inc (JSPR) holds its 2026 special shareholder meeting on Friday, November 13, 2026.

What is the record date for the Jasper Therapeutics Inc 2026 meeting?

The record date for the Jasper Therapeutics Inc 2026 meeting is Monday, September 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Jasper Therapeutics Inc's 2026 meeting?

The board is presenting 1 director nominee at the Jasper Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Jasper Therapeutics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Jasper Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.