New insider Song Wenru claimed ownership of 3,150 units of Voting Common Stock and claimed ownership of 2,816 units of Non Voting Convertible Preferred Stock (SEC Form 3)
$JSPR
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 07/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Jasper Therapeutics, Inc. [ JSPR ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Voting Common Stock | 3,150(7) | I | By 2019 WMML Revocable Trust |
| Non Voting Convertible Preferred Stock | 2,816(6)(7) | I | By 2019 WMML Revocable Trust |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1)(2)(3)(6) | (1)(2)(3)(6) | Voting Common Stock | 630 | $2.72 | D | |
| Stock Option (Right to Buy) | (1)(2)(4)(6) | (1)(2)(4)(6) | Voting Common Stock | 1,973 | $2.83 | D | |
| Stock Option (Right to Buy) | (1)(2)(5)(6) | (1)(2)(5)(6) | Voting Common Stock | 5,885 | $3.59 | D | |
| Stock Option (Right to Buy) | (1)(2)(3)(6) | (1)(2)(3)(6) | Non Voting Convertible Preferred Stock | 563 | $165.92 | D | |
| Stock Option (Right to Buy) | (1)(2)(4)(6) | (1)(2)(4)(6) | Non Voting Convertible Preferred Stock | 1,764 | $172.63 | D | |
| Stock Option (Right to Buy) | (1)(2)(5)(6) | (1)(2)(5)(6) | Non Voting Convertible Preferred Stock | 5,262 | $218.99 | D | |
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger by and among Kira Pharmaceuticals ("Kira"), Jasper Therapeutics, Inc. ("Jasper") and Kira Holdco Inc. ("Merger Sub"), a wholly owned subsidiary of Jasper, dated July 16, 2026 (the "Merger Agreement"), Kira merged with and into Merger Sub, with Merger Sub surviving (the "Merger"). Each option to purchase shares of Kira ordinary shares (each, a "Kira Option") that was outstanding and unexercised immediately prior to the closing of the Merger, whether or not vested, was converted into and became an option to purchase Jasper's voting common stock, par value $0.0001 per share ("Voting Common Stock") and shares of the Jasper Non-Voting Convertible Preferred Stock, par value $0.0001 ("Preferred Stock") pursuant to the terms and conditions of the Merger Agreement. |
| 2. The option is fully vested. |
| 3. Pursuant to the Merger Agreement, the Reporting Person received 630 options to purchase shares of Voting Common Stock and 563 options to purchase shares of Preferred Stock in exchange for 3,800 Kira Options. |
| 4. Pursuant to the Merger Agreement, the Reporting Person received 1,973 options to purchase shares of Voting Common Stock and 1,764 options to purchase shares of Preferred Stock in exchange for 11,900 Kira Options. |
| 5. Pursuant to the Merger Agreement, the Reporting Person received 5,885 options to purchase shares of Voting Common Stock and 5,262 options to purchase shares of Preferred Stock in exchange for 35,500 Kira Options. |
| 6. On the third business day following the receipt of stockholder approval of the conversion of the Preferred Stock, each share of preferred stock shall automatically convert into 61 shares of the Issuer's Voting Common Stock, subject to certain limitations, including that a holder of Preferred Stock is prohibited from converting shares of preferred stock into shares of Voting Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Voting Common Stock issued and outstanding immediately after giving effect to such conversion. The Preferred Stock has no expiration date. |
| 7. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Herb Cross, as Attorney-in-Fact | 07/22/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||