Jasper Therapeutics (JSPR) Proxy filing summary

Executive summary

• Special meeting scheduled for September 30, 2026, to vote on three key proposals via virtual webcast, enhancing accessibility and supporting sustainability goals.

• Proposals include a reverse stock split, an increase in authorized shares, and potential adjournment to solicit more votes if needed.

• The reverse stock split aims to address Nasdaq listing compliance due to a sub-$1.00 share price.

• The authorized share increase is linked to the recent acquisition of Kira Pharmaceuticals and the need to permit conversion of preferred stock.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Reverse stock split at a ratio between 1-for-15 and 1-for-35, at Board's discretion before December 31, 2026.

• Proposal 2: Increase authorized common shares from 490,000,000 to 675,000,000.

• Proposal 3: Adjournment of the meeting if more time is needed to secure votes for the other proposals.

• Each proposal requires a majority of votes cast for approval; abstentions and broker non-votes have no effect except for adjournment, where abstentions count as votes against.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split and authorized share increase even after shareholder approval.

• No current plans to issue additional shares beyond those needed for preferred stock conversion.

• Board and management have no special interests in the proposals beyond their shareholdings.