Jasper Therapeutics (JSPR) Proxy filing summary

Executive summary

• Kira acquisition closed July 16, 2026; a $132 million private placement of preferred stock closed July 20, 2026. The special meeting seeks conversion approvals, Patrick Crutcher’s ratification and adjournment authority.

• The Board recommends voting FOR all four proposals; stockholders are not being asked to approve the completed merger itself.

Voting matters and shareholder proposals

• Proposal 1 seeks Nasdaq approval to issue common shares upon conversion of merger preferred stock and exercise of Kira options; Proposal 2 covers conversion of 4,655,951 PIPE preferred shares.

• Proposals 3 and 4 seek ratification of Patrick Crutcher’s appointment and authority to adjourn if additional votes are needed.

• Each proposal requires a majority of shares present and entitled to vote; abstentions count against, while broker non-votes have no effect on Proposals 1–3.

• Record-date shares totaled 33,274,561, with one vote per share; a quorum requires at least 16,637,281 shares represented.

Board of directors and corporate governance

• Patrick Crutcher joined as a Class I director on July 16, 2026, as Kira’s designee; the six-member Board was to include five continuing directors and one Kira designee.

• Crutcher joined the Audit, Compensation, and Nominating and Corporate Governance committees; his biotechnology leadership and business-development experience were cited as qualifications.

• His appointment took effect without ratification; if stockholders reject ratification, he remains in office for the rest of his term, while the Board will consider the vote in evaluating continued service.

• Directors and officers holding about 1% of pre-transaction common shares agreed to vote for Proposals 1–3; specified directors, officers and stockholders are subject to 180-day transfer restrictions after closing.