Jasper Therapeutics Inc

1. 1

   Reverse Stock Split Proposal

   ManagementBoard: FOR

   Approve an amendment allowing the Board, in its sole discretion through December 31, 2026, to effect a 1-for-15 to 1-for-35 reverse split of the voting Common Stock without reducing authorized shares or seeking further stockholder approval, primarily to support compliance with Nasdaq's $1.00 minimum bid-price requirement.

   More detail

   The proposal asks stockholders to authorize, but not require, the Board to combine outstanding voting Common Stock at any whole-number ratio from 1-for-15 through 1-for-35. The Board could implement the selected ratio on or before December 31, 2026 without another stockholder vote, or abandon the amendment before it becomes effective. Jasper is seeking this flexibility after Nasdaq notified the company that its Common Stock had traded below the $1.00 minimum bid price for 30 consecutive business days. The company had until November 30, 2026 to regain compliance, with a possible additional compliance period subject to Nasdaq conditions. Management views the reverse split as a potential mechanism to raise the per-share price and preserve the Nasdaq Capital Market listing. Continued Nasdaq listing is described as important for liquidity, investor access, financing capacity and other corporate transactions. The split would reduce outstanding shares while leaving each holder's proportional ownership generally unchanged, subject to fractional-share treatment, and would not reduce authorized Common Stock. Outstanding warrants and equity awards would be adjusted proportionately, while fractional shares would be paid in cash. The Board also highlights possible benefits involving investor eligibility, brokerage costs and stock-price volatility, but cautions that the post-split price may not increase proportionally or remain above Nasdaq's threshold and that liquidity could decline. The Board unanimously recommends a vote FOR because it believes the flexibility to select or decline a ratio is in the Company's and stockholders' best interests.

2. 2

   Authorized Share Increase Proposal

   ManagementBoard: FOR

   Approve an amendment increasing authorized voting Common Stock from 490,000,000 to 675,000,000 shares, while leaving authorized Non-Voting Common Stock and Preferred Stock unchanged, to support conversion of Preferred Stock and provide capital-raising and other corporate flexibility.

   More detail

   The proposal asks stockholders to approve increasing authorized voting Common Stock from 490 million to 675 million shares. The number of authorized Non-Voting Common Stock and Preferred Stock shares would remain unchanged. Jasper states that its existing authorized Common Stock capacity is limited after accounting for outstanding shares, equity-plan reserves and warrant reserves. The immediate transaction-related driver is the July 2026 acquisition of Kira Pharmaceuticals and a concurrent approximately $132 million Preferred Stock financing. The Preferred Stock is convertible into Common Stock, and the Merger Agreement requires Jasper to seek enough authorized Common Stock to permit conversion of all such Preferred Stock. Management also wants additional authorized shares for potential capital raising, employee incentives, strategic relationships, acquisitions and other corporate purposes. The company says it has no current plans or arrangements to issue the additional shares beyond satisfying Preferred Stock conversion, although future issuances could dilute existing holders' voting and economic interests. The Board may abandon the amendment before filing and currently does not intend to effect the increase if it effects the reverse split, while retaining discretion to do both. Additional shares could also have anti-takeover implications by enabling dilutive issuances, though management says the proposal is not in response to a known control effort. The Board unanimously recommends a vote FOR because it considers the amendment necessary for merger-related obligations and prudent corporate and financing flexibility.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting, if necessary, to solicit additional proxies when there are insufficient votes to approve the reverse stock split or authorized share increase proposals.

   More detail

   The proposal asks stockholders to authorize the proxy holders to adjourn the Special Meeting or any adjourned session if additional time is needed to obtain votes. The stated purpose is to solicit additional proxies supporting the Reverse Stock Split Proposal and the Authorized Share Increase Proposal. Management could use an adjournment even when the initial vote count is insufficient, rather than allowing the meeting to conclude immediately. The filing specifically notes that an adjournment could occur when proxies indicate that a majority of votes cast on a principal proposal would oppose it, giving the company time to seek changes in voting instructions. The proposal is therefore procedural but could materially affect the timing and outcome of the two substantive charter amendments. If an adjournment of 30 days or less occurs without a new record date, Delaware law does not require separate notice beyond an announcement at the meeting. Any business that could have been conducted at the original meeting could be conducted at the adjourned meeting. Approval requires a majority of shares present and entitled to vote, so abstentions count as votes against, unlike the first two proposals where abstentions are not votes cast. The Board states that its directors and officers have no interests in this proposal different from or greater than those of other stockholders. The Board recommends a vote FOR because it believes the opportunity to obtain additional affirmative votes is in stockholders' best interests.

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When is the Jasper Therapeutics Inc 2026 special meeting?

Jasper Therapeutics Inc (JSPR) holds its 2026 special shareholder meeting on Wednesday, September 30, 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, August 10, 2026. Shareholders of record on or before that date are eligible to vote.

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.