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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): July 3, 2025

 

 

 

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 ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00

  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 July 3, 2025, Jasper Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 12,014,527 shares of the Company’s voting common stock, or approximately 80% of the 15,022,122 shares of the Company’s voting common stock issued and outstanding as of May 9, 2025, the record date for the Annual Meeting, were represented virtually or by proxy.

 

At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 19, 2025.

 

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

 

Proposal No. 1: To elect three Class I directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified.

 

Director Nominee   Votes For   Votes Withheld   Broker Non-Votes
Kurt von Emster   8,467,774   186,265   3,360,488
Scott Brun, M.D.   8,612,491   41,548   3,360,488
Vishal Kapoor   8,567,506   86,533   3,360,488

 

Proposal No. 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025.

 

Votes For   Votes Against   Abstentions
11,992,658   18,646   3,223

 

Proposal No. 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
8,108,299   536,022   9,718   3,360,488

 

Proposal No. 4: To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Every One Year   Every Two Years   Every Three Years   Abstentions   Broker Non-Votes
8,580,886   5,444   29,171   38,538   3,360,488

 

In light of the Company’s stockholders voting on an advisory basis to hold future advisory votes on the compensation of the Company’s named executive officers every one year, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. 

 

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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: July 3, 2025 By: /s/ Herb Cross
    Name:  Herb Cross
    Title: Chief Financial Officer

 

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