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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 15, 2023

 

 

JASPER THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-39138   84-2984849
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

2200 Bridge Pkwy Suite #102

Redwood City, California 94065

(Address of Principal Executive Offices) (Zip Code)

 

(650) 549-1400

Registrant’s telephone number, including area code

 

N/A

(Former Name, or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

(Title of each class)   (Trading Symbol)   (Name of exchange on which registered)
Voting Common Stock, par value $0.0001 per share   JSPR   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50   JSPRW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 15, 2023, Jasper Therapeutics, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, a total of 92,015,007 shares of the Company’s voting common stock, or approximately 82% of the 111,575,261 shares of the Company’s voting common stock, $0.0001 par value per share (the “Common Stock”), issued and outstanding as of November 15, 2023, the record date for the Meeting, were represented virtually or by proxy.

 

At the Meeting, the Company’s stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 20, 2023.

 

Set forth below is a brief description of each proposal voted upon at the Meeting and the voting results with respect to each proposal.

 

Proposal No. 1: To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board of Directors of the Company (the “Board”) at any time on or before December 15, 2024, a reverse stock split of the Common Stock at a ratio to be determined by the Board within a range of 1-for-3 to 1-for-10 (or any number in between), without reducing the authorized number of shares of the Common Stock, and without further approval or authorization of its stockholders (the “Reverse Stock Split Proposal”).

 

Votes For   Votes Against   Abstentions
91,108,798   873,917   32,292

 

Proposal No. 2: To approve an adjournment of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal.

 

Votes For   Votes Against   Abstentions
91,306,235   669,886   38,886

 

An adjournment of the Meeting was not necessary because there were sufficient votes in favor of the Reverse Stock Split Proposal.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  JASPER THERAPEUTICS, INC.  
     
Date: December 20, 2023 By: /s/ Herb Cross
    Name:  Herb Cross
    Title: Chief Financial Officer

 

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Security Exchange Name NASDAQ
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Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50
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