Jasper Therapeutics (JSPR) Proxy filing summary

Executive summary

• Special meeting set for Nov. 13, 2026; seeks Nasdaq approval for conversion of merger and PIPE preferred stock, ratification of Patrick Crutcher’s board appointment, and authority to adjourn if needed.

• Kira acquisition closed July 16, 2026; a private placement closed July 20, 2026, raising $132 million through preferred stock convertible into common shares.

• Board recommends FOR all four proposals; merger itself and the merger agreement are not being submitted for a stockholder vote.

Voting matters and shareholder proposals

• Merger conversion proposal seeks Nasdaq Rule 5635(a) and (b) approval for common shares issuable on conversion of merger preferred stock and exercise of Kira options; PIPE proposal seeks Rule 5635(d) approval for PIPE preferred conversion.

• Each proposal requires a majority of shares present or represented by proxy and entitled to vote; abstentions count against, while broker non-votes do not affect the outcomes.

• Proposal 3 asks stockholders to ratify Patrick Crutcher’s appointment; Proposal 4 would authorize adjournment to solicit more votes if support for Proposals 1–3 is insufficient.

• Directors and officers agreed to vote shares representing ~1% of pre-transaction common stock FOR Proposals 1–3; the Board recommends FOR each proposal.

Board of directors and corporate governance

• Patrick Crutcher joined the Board as a Class I director on July 16, 2026, as Kira’s designee; he also joined the Audit, Compensation, and Nominating and Corporate Governance committees.

• Crutcher has 15+ years of biotechnology leadership and business development experience; his appointment remains effective if stockholders do not ratify it, though the Board will consider the vote in evaluating continued service.

• Crutcher’s non-employee director terms include $40,000 annual cash compensation and a 15,000-share option grant, with 25% vesting after one year and the remainder monthly over 48 months, subject to continued service.