{"filing":{"accession_number":"0001213900-26-078887","cik":"0001788028","ticker":"JSPRW","company_name":"Jasper Therapeutics, Inc.","form":"8-K","filing_date":"2026-07-16","report_date":null,"primary_document":"ea0298229-8k_jasper.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1788028/000121390026078887/ea0298229-8k_jasper.htm"},"events":[{"id":18540,"run_id":16668,"accession_number":"0001213900-26-078887","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Jasper Therapeutics completed the acquisition of Kira Pharmaceuticals on July 16, 2026, in an all-stock merger transaction involving issuance of 5.2 million shares of common stock and 4.6 million shares of convertible preferred stock to Kira shareholders. The transaction fundamentally changes the ownership and control structure of the registrant, with Kira shareholders owning approximately 49.86% of the post-transaction equity on a fully diluted basis.","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17378,"accession_number":"0001213900-26-078887","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Jasper Therapeutics completed the acquisition of Kira Pharmaceuticals on July 16, 2026, pursuant to an Agreement and Plan of Merger. The transaction involved issuance of 5.2 million shares of common stock and 4.6 million shares of convertible preferred stock to Kira shareholders, resulting in Kira shareholders owning approximately 88.73% of the combined company on a fully-diluted basis immediately post-closing. This is a material acquisition that fundamentally changes the ownership and control structure of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17379,"accession_number":"0001213900-26-078887","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 2.01 explicitly discloses the completion of Jasper Therapeutics' acquisition of Kira Pharmaceuticals on July 16, 2026, in an all-stock transaction. The supplemental corporate presentation confirms this is a material merger creating a combined company with Kira shareholders owning approximately 49.86% of the post-transaction equity on a fully diluted basis, alongside a concurrent $132 million PIPE offering. This is a classic material acquisition event affecting control and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17383,"accession_number":"0001213900-26-078887","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Jasper Therapeutics' acquisition of Kira Pharmaceuticals in an all-stock merger agreement entered into on July 16, 2026, concurrent with a $132 million PIPE financing. The presentation details the combined company's ownership structure, pipeline, and strategic rationale. This is a material acquisition transaction that would significantly affect investor assessment of the registrant's business, capital structure, and future prospects.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18541,"run_id":16668,"accession_number":"0001213900-26-078887","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Concurrent with the Kira Pharmaceuticals acquisition, Jasper Therapeutics completed a $132 million PIPE offering of approximately 4.7 million shares of unregistered preferred stock to accredited investors under Section 4(a)(2) and Regulation D. PIPE investors are expected to own approximately 43.46% of the combined company on a fully diluted basis.","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17380,"accession_number":"0001213900-26-078887","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of approximately 4.7 million shares of preferred stock for $132 million in a PIPE offering concurrent with the Kira Pharmaceuticals merger. The securities were offered and sold in reliance on Section 4(a)(2) and Regulation D, with investors representing accredited investor status. This is a classic dilutive private placement that materially increases the company's equity base and ownership structure, with PIPE investors expected to own approximately 43.46% of the combined company on a fully diluted basis.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18542,"run_id":16668,"accession_number":"0001213900-26-078887","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Effective immediately after the merger closing, Patrick Crutcher was appointed as a Class I director and Matthew Ros was appointed as Chief Operating Officer of the combined company. These appointments represent material forward-looking leadership changes tied to the merger transaction.","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17381,"accession_number":"0001213900-26-078887","item_number":"5.02","item_title":"Departure of Directors or Certain Officers;","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Item discloses two principal executive actions: (1) the resignation of two directors (Vishal Kapoor and Scott Brun, M.D.) effective immediately after the Effective Time of a merger, and (2) the appointment of Patrick Crutcher as a Class I director and Matthew Ros as Chief Operating Officer, both effective immediately after the Effective Time. While both departures and appointments occur, the filing emphasizes the appointments as forward-looking leadership changes tied to the merger transaction. The detailed biographical information and compensation arrangements for the new appointees (Crutcher and Ros) indicate that the principal disclosed action centers on the new leadership taking roles, making exec_appointment the most salient classification. The merger context (referenced in Item 1.01) and the material nature of leadership transitions in a merger make this material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18543,"run_id":16668,"accession_number":"0001213900-26-078887","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"In connection with the merger and $132 million PIPE financing, Jasper Therapeutics filed a Certificate of Designation for Non-Voting Convertible Preferred Stock establishing the terms, preferences, voting restrictions, conversion ratio (61:1), dividend rights, and protective provisions for preferred holders. These structural provisions are material to the post-transaction capital structure.","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17382,"accession_number":"0001213900-26-078887","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.03 disclosure describes the filing of a Certificate of Designation for Non-Voting Convertible Preferred Stock in connection with a merger and financing. While the Certificate of Designation itself is a governance/structural document, the disclosure is primarily administrative in nature—it sets forth the terms, preferences, and voting restrictions of the preferred stock. However, because this preferred stock is material to the transaction (tied to the merger and $132M PIPE financing referenced in Item 1.01), and the conversion terms and voting protections are substantive, this qualifies as a material governance event. The specific conversion ratio (61:1), dividend rights, and protective provisions for preferred holders are significant to investors' understanding of the capital structure post-transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17378,"accession_number":"0001213900-26-078887","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Jasper Therapeutics completed the acquisition of Kira Pharmaceuticals on July 16, 2026, pursuant to an Agreement and Plan of Merger. The transaction involved issuance of 5.2 million shares of common stock and 4.6 million shares of convertible preferred stock to Kira shareholders, resulting in Kira shareholders owning approximately 88.73% of the combined company on a fully-diluted basis immediately post-closing. This is a material acquisition that fundamentally changes the ownership and control structure of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16"},{"id":17379,"accession_number":"0001213900-26-078887","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 2.01 explicitly discloses the completion of Jasper Therapeutics' acquisition of Kira Pharmaceuticals on July 16, 2026, in an all-stock transaction. The supplemental corporate presentation confirms this is a material merger creating a combined company with Kira shareholders owning approximately 49.86% of the post-transaction equity on a fully diluted basis, alongside a concurrent $132 million PIPE offering. This is a classic material acquisition event affecting control and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16"},{"id":17380,"accession_number":"0001213900-26-078887","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered sale of approximately 4.7 million shares of preferred stock for $132 million in a PIPE offering concurrent with the Kira Pharmaceuticals merger. The securities were offered and sold in reliance on Section 4(a)(2) and Regulation D, with investors representing accredited investor status. This is a classic dilutive private placement that materially increases the company's equity base and ownership structure, with PIPE investors expected to own approximately 43.46% of the combined company on a fully diluted basis.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16"},{"id":17381,"accession_number":"0001213900-26-078887","item_number":"5.02","item_title":"Departure of Directors or Certain Officers;","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Item discloses two principal executive actions: (1) the resignation of two directors (Vishal Kapoor and Scott Brun, M.D.) effective immediately after the Effective Time of a merger, and (2) the appointment of Patrick Crutcher as a Class I director and Matthew Ros as Chief Operating Officer, both effective immediately after the Effective Time. While both departures and appointments occur, the filing emphasizes the appointments as forward-looking leadership changes tied to the merger transaction. The detailed biographical information and compensation arrangements for the new appointees (Crutcher and Ros) indicate that the principal disclosed action centers on the new leadership taking roles, making exec_appointment the most salient classification. The merger context (referenced in Item 1.01) and the material nature of leadership transitions in a merger make this material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16"},{"id":17382,"accession_number":"0001213900-26-078887","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.03 disclosure describes the filing of a Certificate of Designation for Non-Voting Convertible Preferred Stock in connection with a merger and financing. While the Certificate of Designation itself is a governance/structural document, the disclosure is primarily administrative in nature—it sets forth the terms, preferences, and voting restrictions of the preferred stock. However, because this preferred stock is material to the transaction (tied to the merger and $132M PIPE financing referenced in Item 1.01), and the conversion terms and voting protections are substantive, this qualifies as a material governance event. The specific conversion ratio (61:1), dividend rights, and protective provisions for preferred holders are significant to investors' understanding of the capital structure post-transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16"},{"id":17383,"accession_number":"0001213900-26-078887","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Jasper Therapeutics' acquisition of Kira Pharmaceuticals in an all-stock merger agreement entered into on July 16, 2026, concurrent with a $132 million PIPE financing. The presentation details the combined company's ownership structure, pipeline, and strategic rationale. This is a material acquisition transaction that would significantly affect investor assessment of the registrant's business, capital structure, and future prospects.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T10:06:13.773642+00:00","company_name":"Jasper Therapeutics, Inc.","ticker":"JSPRW","filing_date":"2026-07-16"}]}