Jasper Therapeutics Inc

Proposal No. 1 asks shareholders to approve an amendment to the Certificate of Incorporation that would authorize the Board, in its sole discretion and at any time on or before December 31, 2026, to effect a reverse stock split of common stock at a ratio selected by the Board within a 1‑for‑15 to 1‑for‑35 range. Management is pursuing this authority principally to address a Nasdaq deficiency notice for failure to meet the $1.00 minimum bid price and to provide the Board flexibility to select a specific ratio based on market conditions at the time of any implementation. If approved, the Board may elect to implement a reverse split (or to abandon it) after considering factors such as the trading price immediately prior to the split, Nasdaq listing requirements, projected financial performance, and capital needs. The amendment would not reduce the number of authorized shares, so the reverse split would increase the number of authorized but unissued shares, which the Board notes could be used for future financings, equity awards or acquisitions, and which could have dilutive and potential anti‑takeover consequences. The company discloses that fractional shares would be cashed out based on the closing price on the last trading day before the effective time, with potential tax consequences to holders. Management explicitly warns there is no guarantee that the reverse split will produce a lasting increase in per‑share market price and that liquidity could decrease. The Board believes preserving Nasdaq listing is important for access to capital and investor base and thus recommends a “FOR” vote while reserving the discretion not to effect any approved ratio if it determines that doing so would not be in shareholders’ best interests. Overall, the proposal is a defensive, compliance‑oriented governance action giving the board operational latitude to respond to market conditions while creating potential dilution pathways and execution risks that shareholders should weigh.

Proposal No. 2 requests shareholder approval to amend the Certificate of Incorporation to increase authorized common shares from 490 million to 675 million. Management asserts this increase is necessary to allow conversion of Preferred Stock issued in connection with the July 16, 2026 acquisition of Kira Pharmaceuticals and the related securities purchase agreement (including approximately 4.7 million shares of Preferred Stock sold under the Purchase Agreement), and to provide flexibility for future capital raising, equity incentives, and potential acquisitions. The filing emphasizes that, other than satisfying conversion obligations under the Merger Agreement, there are no current specific plans to issue the additional shares, but the Board would have authority to issue them without further shareholder approval (subject to law and exchange rules), which creates dilution risk for existing holders. The Board also notes its discretion to abandon the amendment even if approved and that it does not currently intend to effect the authorized increase if it effects the reverse stock split, although it reserves the right to do both. The proposal therefore balances a transaction‑driven need (to satisfy the Merger and Purchase Agreement) against shareholder concerns about increased dilution and potential anti‑takeover effects; management recommends a “FOR” vote because the amendment is needed to implement the Merger consideration and to preserve flexibility for corporate financing and operational needs.

Proposal No. 3 asks shareholders to permit the Board’s designated proxies to adjourn the Special Meeting, if necessary, to allow additional time to solicit votes in favor of Proposals 1 and 2. Management’s rationale is pragmatic: if there are insufficient votes at the scheduled meeting, adjournment allows further outreach to holders without having to reconvene a separate meeting, and under Delaware law a short adjournment generally does not require additional notice. The company also discloses procedural mechanics — an adjournment vote requires a majority of shares present or represented, and abstentions count as votes against — which may affect tactical outcomes. This proposal can be used opportunistically to delay finalization of votes where management believes additional solicitation can change outcomes, but it also preserves shareholder protections because any adjourned meeting must still transact only business properly noticed. While customary in contested or close‑vote situations, the provision gives management more time and flexibility to secure approvals for the materially consequential amendments proposed in Proposals 1 and 2. The Board recommends a “FOR” vote because the adjournment authority is a contingency mechanism to ensure stockholders have the opportunity to consider the other proposals and for the Company to obtain sufficient votes to implement its preferred governance actions.