SEC Form 3 · accession 0001213900-26-080524

Jasper Therapeutics, Inc. · JSPR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Wenru Song

Officer — EVP, Head of R&D

Period of report

Jul 16, 2026

Accepted (ET)

Jul 22, 2026 · 7:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001788028

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Voting Common Stock^F7	holding	—	—		—	3,150	I	By 2019 WMML Revocable Trust
Non Voting Convertible Preferred Stock^F6,F7	holding	—	—		—	2,816	I	By 2019 WMML Revocable Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F1,F2,F3,F6	$2.72	holding	—	—	—	—	—	Voting Common Stock	630	—	D
Stock Option (Right to Buy)^F1,F2,F4,F6	$2.83	holding	—	—	—	—	—	Voting Common Stock	1,973	—	D
Stock Option (Right to Buy)^F1,F2,F5,F6	$3.59	holding	—	—	—	—	—	Voting Common Stock	5,885	—	D
Stock Option (Right to Buy)^F1,F2,F3,F6	$165.92	holding	—	—	—	—	—	Non Voting Convertible Preferred Stock	563	—	D
Stock Option (Right to Buy)^F1,F2,F4,F6	$172.63	holding	—	—	—	—	—	Non Voting Convertible Preferred Stock	1,764	—	D
Stock Option (Right to Buy)^F1,F2,F5,F6	$218.99	holding	—	—	—	—	—	Non Voting Convertible Preferred Stock	5,262	—	D

Explanation of responses

F1Pursuant 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.
F2The option is fully vested.
F3Pursuant 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.
F4Pursuant 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.
F5Pursuant 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.
F6On 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.
F7The 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