Form 8-K/A

8-K/A — Jasper Therapeutics, Inc.

Accession: 0001213900-26-106574

Filed: 2026-10-05

Period: 2026-07-16

CIK: 0001788028

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0307602-8ka2_jasper.htm (Primary)

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF JASPER THERAPEUTICS, INC. AS OF JUNE 30, 2026, FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND FOR THE YEAR ENDED DECEMBER 31, 2025 (ea030760201ex99-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 2 TO FORM 8-K

8-K/A (Primary)

Filename: ea0307602-8ka2_jasper.htm · Sequence: 1

true

0001788028

2026-07-16

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

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 16, 2026

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)

(I.R.S. Employer

Identification No.)

2200 Bridge Pkwy Suite #102

Redwood City, CA 94065

(650) 549-1400

(Address, Including Zip Code, and Telephone

Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Voting Common Stock, par value $0.0001 per share

JSPR

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. ☐

Explanatory Note

On July 16, 2026, Jasper Therapeutics, Inc. (the

“Company” or “Jasper”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that,

on the same date, the Company completed its acquisition (the “Merger”) of Kira Pharmaceuticals (“Kira”), a Cayman

Islands exempted company, pursuant to the terms of the Agreement and Plan of Merger, dated July 16, 2026 (the “Merger Agreement”),

by and among the Company, Kira Holdco Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”),

and Kira. Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation

and a wholly owned subsidiary of the Company.

On October 1, 2026, the Company filed Amendment

No. 1 to the Original Form 8-K (“Amendment No. 1”) on Form 8-K/A to amend and supplement Item 9.01 of the Original Form 8-K

to include the financial statements and unaudited pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which

were not included in the Original Form 8-K. Due to a clerical error, Amendment No. 1 inadvertently included an incomplete version of Exhibit

99.3.

This Current Report on Form 8-K/A (“Amendment

No. 2”) amends Item 9.01 of the Original Form 8-K, as amended by Amendment No. 1, solely to refile Exhibit 99.3 in its entirety.

Except as described above, Amendment No. 2 does not amend, update or otherwise modify any other information set forth in Amendment No.

1 or the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements and accompanying

notes of Kira Pharmaceuticals as of and for the fiscal years ended December 31, 2025 and 2024 are filed as Exhibit 99.1 to this Current

Report on Form 8-K/A and incorporated herein by reference.

The unaudited financial statements and accompanying

notes of Kira Pharmaceuticals as of and for the six months ended June 30, 2026 and 2025 are filed as Exhibit 99.2 to this Current Report

on Form 8-K/A and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance

sheet as of June 30, 2026, the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026,

the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, and the related notes of Jasper

Therapeutics, Inc. with respect to the Merger, the concurrent private placement of non-voting convertible preferred stock (the “Financing”),

the distribution of contingent value rights and the Mirador License Agreement (as defined in Exhibit 99.3), are filed as Exhibit 99.3

to this Current Report on Form 8-K/A and incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Description

23.1

Consent of EisnerAmper LLP, independent auditors of Kira Pharmaceuticals (incorporated by reference to Exhibit 23.1 to Amendment No. 1 of the Company's Current Report on Form 8-K, filed on October 1, 2026).

99.1

Audited financial statements of Kira Pharmaceuticals as of December 31, 2025 and 2024 and for the years then ended (incorporated by reference to Exhibit 99.1 to Amendment No. 1 of the Company's Current Report on Form 8-K, filed on October 1, 2026).

99.2

Unaudited financial statements of Kira Pharmaceuticals as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 (incorporated by reference to Exhibit 99.1 to Amendment No. 1 of the Company's Current Report on Form 8-K, filed on October 1, 2026).

99.3

Unaudited pro forma condensed combined financial information of Jasper Therapeutics, Inc. as of June 30, 2026, for the six months ended June 30, 2026, and for the year ended December 31, 2025.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

Dated: October 2, 2026

JASPER THERAPEUTICS, INC.

By:

/s/ Herb Cross

Name:

Herb Cross

Title:

Chief Financial Officer

EX-99.3

Filename: ea030760201ex99-3.htm · Sequence: 2

Exhibit 99.3

JASPER THERAPEUTICS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

As of June 30, 2026

For the Six Months Ended June 30, 2026 and the

Year Ended December 31, 2025

(Unaudited)

Introduction

On July 16, 2026, Jasper Therapeutics, Inc. (the “Company”

or “Jasper”) acquired Kira Pharmaceuticals (“Kira”), a Cayman Islands exempted company, in accordance with the

terms of the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Kira Holdco Inc., a Delaware

corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Kira. Pursuant to the Merger Agreement, Kira

merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of the Company

(the “Merger”).

Under the terms of the Merger Agreement, following the closing of the

Merger (the “Closing”), the Company issued to the shareholders of Kira an aggregate of (i) 5,195,009 shares (the “Merger

Shares”) of voting common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) 4,644,977

shares of non-voting convertible preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), each

share of which is convertible into 61 shares of Common Stock, subject to certain conditions. Additionally, each option to purchase Kira

ordinary shares was assumed by the Company and was converted into options to purchase an aggregate of 392,791 shares of Common Stock and

an aggregate of 351,201 shares of Preferred Stock. Additionally, a total of 254,462 shares of Preferred Stock were issued to the holders

of Company SAFEs (as defined in the Merger Agreement).

Concurrently with the execution of the Merger Agreement, the Company

entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell an aggregate

of 4,655,951 shares of Preferred Stock (the “PIPE Securities”) for an aggregate purchase price of approximately $132.0 million

(the “Financing”). The Financing closed on July 20, 2026.

Pursuant to the Merger Agreement and the Purchase Agreement, the Company

will hold a shareholders’ meeting to submit the following matters to its shareholders for their consideration: (i) the

approval, in accordance with the rules of The Nasdaq Stock Market LLC, of the conversion of the Preferred Stock issued pursuant to the

Merger Agreement and to be issued pursuant to the Purchase Agreement into shares of Common Stock (the “Conversion Proposal”),

(ii) the ratification of the appointment of Patrick Crutcher to the Board of Directors of the Company (the “Board”), and (iii)

the approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock by an amount

sufficient to permit the conversion of all Preferred Stock and PIPE Securities issued or reserved for issuance pursuant to the Merger

Agreement and the Purchase Agreement, respectively, into Common Stock in accordance with the terms of the Certificate of Designation (as

defined in the Merger Agreement).

Concurrently with the execution of the Purchase Agreement, the Company

entered into a Registration Rights Agreement with the Investors, pursuant to which the Company is required to file a resale registration

statement with respect to the shares of Common Stock issuable upon conversion of the PIPE Securities within 90 calendar days.

Concurrently with the execution of the

Merger Agreement, the Company entered into a contingent value rights agreement (the “CVR Agreement”), pursuant to which

each holder of Common Stock of record immediately prior to the Closing is entitled to one (1) contractual contingent value right

(each, a “CVR”) for each share of Common Stock held. Each CVR entitles the holder to receive a pro-rata portion of $30.0

million if the United States Food and Drug Administration issues a Priority Review Voucher (as defined in the CVR Agreement) in

connection with briquilimab on or prior to December 31, 2028.

On July 13, 2026, Kira entered into a License Agreement with Mirador

Therapeutics, Inc. (“Mirador”), pursuant to which Kira granted Mirador an exclusive, worldwide, royalty-bearing license to

KP-301 and KP-402 (the “Mirador License Agreement”). Under the terms of the Mirador License Agreement, Mirador agreed to pay

Kira an upfront payment of $12.0 million and a payment of $8.0 million upon delivery of drug substance and compound to Mirador, as well

as potential development milestone payments of up to $108.5 million, commercial milestone payments of up to $350.0 million, and tiered

royalties. The Mirador License Agreement was entered into in contemplation of the Merger and the Financing, and Mirador participated as

an investor in the Financing. The Company acquired the rights and receivables under the Mirador License Agreement as part of the Merger.

As the Mirador License Agreement was entered into on July 13, 2026, after the date of the historical Kira balance sheets included in this

filing, the pro forma financial information gives effect to the Mirador License Agreement as a transaction adjustment.

The following unaudited pro forma condensed combined financial information

of the Company is presented to illustrate the estimated effects of (1) the Merger, (2) the Financing, (3) the CVR Agreement and

(4) the Mirador License Agreement.

The unaudited pro forma condensed combined balance sheet as of June

30, 2026 combines the historical consolidated balance sheet of the Company and the historical consolidated balance sheet of Kira, giving

effect to the Merger, the Financing, the CVR distribution and the Mirador License Agreement as if they had occurred on June 30, 2026.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December

31, 2025 combine the historical statements of operations of the Company and Kira, giving effect to the Merger, the Financing, the CVR

distribution and the Mirador License Agreement as if they had occurred on January 1, 2025.

The unaudited pro forma condensed combined financial information should

be read in conjunction with the following historical consolidated financial statements and notes:

● the audited consolidated financial statements of the Company as of December 31, 2025 and for the year then ended included in the Annual

Report on Form 10-K for the year ended December 31, 2025;

● the unaudited consolidated financial statements of the Company as of and for the six months ended June 30, 2026 included in the Quarterly

Report on Form 10-Q for the quarter ended June 30, 2026;

● the audited financial statements of Kira as of December 31, 2025 and 2024 and for the years then ended filed as Exhibit 99.1 to this

Current Report on Form 8-K/A; and

●

the unaudited financial statements of Kira as of and for the six months ended June 30, 2026 filed as Exhibit 99.2 to this Current

Report on Form 8-K/A.

The following unaudited pro forma condensed combined financial information

has been prepared in accordance with Article 11 of Regulation S-X, as amended by the SEC on May 20, 2020, and presents the historical

financial position and results of operations of the Company and Kira, adjusted to give effect to (i) the Merger, (ii) the Financing, (iii)

the CVR distribution and (iv) the Mirador License Agreement, described in the notes below.

The unaudited pro forma condensed combined financial information is

presented for illustrative and informational purposes only and is based upon available information and assumptions made by management

that we believe are reasonable. Actual adjustments may differ materially. The pro forma financial information does not purport to represent

what the results of operations would have been had these transactions actually occurred on the dates indicated, nor does it purport to

project results for any future period. The pro forma financial information does not give effect to any anticipated synergies, operating

efficiencies, tax savings or cost savings.

JASPER THERAPEUTICS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

As of June 30, 2026

(in thousands, except share data)

Jasper

Historical

Kira

Historical

Merger Related Transaction

Adjustments

Other Transaction Adjustments

Note 4

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 7,314

$ 10,685

$ 124,829

$ -

(A)

$ 142,828

Mirador receivable

12,000

(E)

12,000

Material deliverable to Mirador

7,995

(J)

7,995

Restricted cash, current

417

Prepaid expenses and other current assets

3,840

576

4,416

Total current assets

11,571

11,261

124,829

19,995

167,656

Property and equipment, net

Operating lease right-of-use assets

128

153

Other non-current assets

351

394

Total assets

$ 11,802

$ 11,645

$ 124,829

$ 19,995

$ 168,271

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

2,778

4,232

7,010

Accrued expenses and other current liabilities

4,797

737

1,500

(K)

8,375

1,341

(L)

Current portion of operating lease liabilities

270

298

SAFE liabilities

7,214

(7,214 )

(H)

Total current liabilities

7,845

12,211

(5,873 )

1,500

15,683

Warrant liability

2,544

CVR obligation

1,900

(I)

1,900

Other non-current liabilities

1,294

Total liabilities

10,389

13,505

(3,973 )

1,500

21,421

Commitments and contingencies

Convertible Preferred Stock

124,829

(A)

263,742

120,418

(B)

18,495

(F)

Options for convertible preferred stock

4,654

(G)

4,654

Total Convertible Preferred Stock

249,901

18,495

268,396

Stockholders’ equity (deficit):

Preferred stock

(37 )

(H)

Common stock

276

(276 )

(H)

(C)

Additional paid-in capital

322,014

181,979

(181,979 )

(H)

324,219

4,020

(C)

(1,900 )

(I)

(G)

Accumulated deficit

(320,604 )

(184,172 )

184,172

(H)

(445,769 )

(125,165 )

(D)

Accumulated other comprehensive income

(20 )

(H)

Total stockholders’ equity (deficit)

1,413

(1,860 )

(121,099 )

(121,546 )

Total liabilities, mezzanine equity and stockholders’ equity (deficit)

$ 11,802

$ 11,645

$ 124,829

$ 19,995

$ 168,271

JASPER THERAPEUTICS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

For the Year Ended December 31, 2025

(in thousands, except share and per share data)

Jasper Historical

Kira Historical

Merger Related Transaction Adjustments

Other Transaction Adjustments

Note 4 Pro Forma Combined

Operating expenses:

Acquired in-process research and development

$ -

$ 125,165

(D) $

126,665

1,500

(K)

Research and development

63,104

909

64,013

General and administrative

20,779

1,501

22,280

Total operating expenses

83,883

2,410

125,165

1,500

212,958

Loss from operations

(83,883 )

(2,410 )

(125,165 )

(1,500 )

(212,958

)

Other income (expense):

Interest income (expense), net

1,741

Change in fair value of warrant liability

8,528

Gain on accounts payable settlement

2,027

Loss from issuance and remeasurement of convertible note at fair value

(3,950 )

(3,950

)

Other income (expense), net

(2,187 )

220

(1,967

)

Provision for income taxes

(258 )

(M)

(258

)

Total other income (expense), net

8,082

(1,961 )

6,121

Net loss

$ (75,801 )

$ (4,371 )

$ (125,165 )

(1,500 )

(206,837)

Other comprehensive loss

Foreign currency translation adjustment, net of tax

(416 )

(416

)

Total comprehensive loss

$ (75,801 )

$ (4,787 )

$ (125,165 )

(1,500 )

(207,253

)

Net loss per share attributable to common stockholders, basic and diluted

$ (3.95 )

(0.34

)

Weighted average shares outstanding, basic and diluted

19,168,110

(N)

607,242,129

JASPER THERAPEUTICS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

For the Six Months Ended June 30, 2026

(in thousands, except share and per share data)

Jasper Historical

Kira Historical

Merger Related Transaction Adjustments

Note 4

Pro Forma Combined

Operating expenses:

Research and development

$ 10,949

$ 1,187

$ -

$ 12,136

General and administrative

9,210

1,253

10,463

Acquired in-process research and development expense

139

Total operating expenses

20,159

2,579

22,738

Loss from operations

(20,159 )

(2,579 )

(22,738 )

Other income, net:

Interest income

246

Change in fair value of warrant liability

13,620

Gain on accounts payable settlement

1,327

Loss on issuance of SAFEs

(2,164 )

Other income, net

2,359

2,444

Provision for income taxes

(87 )

(M)

(87 )

Total other income, net

16,225

(839 )

15,386

Net loss

$ (3,934 )

$ (3,418 )

$ -

(7,352 )

Other comprehensive loss

Foreign currency translation adjustment, net of tax

(151 )

Total comprehensive loss

$ (3,934 )

$ (3,569 )

$ -

$ (7,503 )

Net loss per share attributable to common stockholders, basic and diluted

$ (0.14 )

$ (0.01 )

Weighted average shares outstanding, basic and diluted

28,696,937

(N)

616,771,573

NOTE 1 — DESCRIPTION OF TRANSACTIONS

Merger Related Transactions

Merger Transaction

On July 16, 2026, Jasper Therapeutics, Inc. (the

“Company” or “Jasper”) acquired Kira Pharmaceuticals (“Kira”) in accordance with the terms of the

Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Kira merged with and into the Company

(the “Merger”). The Company issued to the shareholders of Kira an aggregate of (i) 5,195,009 shares of Common Stock and (ii)

4,644,977 shares of Preferred Stock as merger consideration. Each option to purchase Kira ordinary shares was assumed and converted into

options to purchase an aggregate of 392,791 shares of Common Stock and an aggregate of 351,201 shares of Preferred Stock. A total of 254,462

shares of Preferred Stock were issued to the holders of Company SAFEs.

Financing

Concurrently with the execution of the Merger

Agreement, the Company entered into the Purchase Agreement, pursuant to which the Company agreed to sell an aggregate of 4,655,951 shares

of Preferred Stock for an aggregate cash purchase price of approximately $132.0 million.

Contingent Value Rights

Concurrently with the execution of the Merger

Agreement, the Company entered into a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder

of Common Stock of record immediately prior to the closing of the Merger is entitled to one (1) contingent value right (each, a “CVR”),

for each share of Common Stock held. Each CVR entitles the holder to receive a pro-rata portion of $30.0 million if the United States

Food and Drug Administration issues a Priority Review Voucher in connection with briquilimab on or prior to December 31, 2028.

Other Transactions

Mirador License Agreement

On July 13, 2026, Kira entered into a License

Agreement with Mirador Therapeutics, Inc. (“Mirador”), pursuant to which Kira granted Mirador an exclusive, worldwide, royalty-bearing

license to KP-301 and KP-402 (the “Mirador License Agreement”). Under the terms of the Mirador License Agreement, Mirador

agreed to pay Kira (i) an upfront payment of $12.0 million and (ii) $8.0 million upon delivery of drug substance and compound to Mirador,

as well as potential development milestone payments of up to $108.5 million, commercial milestone payments of up to $350.0 million, and

tiered royalties (the “Mirador Contingent Rights”).

University of Pennsylvania License Agreement

Amendment

On July 9, 2026, Kira executed the Third Amendment

to the License Agreement (the “Third Amendment”) pursuant to the license agreement between Kira and The Trustees of the University

of Pennsylvania (the “Penn License Agreement”). The terms of the Penn License Agreement and the Third Amendment include a

fee under certain events defined as a change of control of Kira (the “Change in Control Fee”). Third Amendment established

a minimum Change of Control Fee of $1.5 million. The Merger qualifies as a change of control as defined in the Third Amendment.

NOTE 2 — BASIS OF PRESENTATION

The Merger is accounted for as an asset acquisition

by the Company of Kira under ASC 805, Business Combinations. The Company performed an initial screen test under ASC 805-10-55-5A and concluded

the screen test was not met as gross assets acquired included, in addition to IPR&D programs, the rights to receive an upfront fee

and a payment for materials deliverable to Mirador pursuant to the Mirador License Agreement, which constitute separately identifiable

financial assets not similar to the IPR&D programs. Because the screen test was not met, a full assessment was performed under ASC

805-10-55-5D. The Company concluded that the acquired set did not include the substantive processes or assembled workforce capable of

producing outputs. Accordingly, the Merger is accounted for as an asset acquisition under ASC 805-50. No goodwill is recognized. Acquired

IPR&D that has no alternative future use is expensed at the acquisition date in accordance with ASC 730-10-25-1.

The unaudited pro forma condensed combined balance

sheet as of June 30, 2026 combines the historical consolidated balance sheet of the Company and the historical consolidated balance sheet

of Kira, giving effect to the Merger, the Financing, the CVR distribution and the Mirador License Agreement as if they had occurred on

June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year

ended December 31, 2025 combine the historical statements of operations of the Company and Kira, giving effect to the Merger, the Financing,

the CVR distribution and the Mirador License Agreement as if they had occurred on January 1, 2025.

The adjustments attributable to the Merger, the

Financing and the CVR’s (the “Merger Related Transaction Adjustments”) and the adjustments attributable to the Mirador

License Agreement (the “Other Transaction Adjustments”), collectively (the “pro forma adjustments”), are based

on currently available information and assumptions the Company believes are reasonable and are considered preliminary. The pro forma

adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.

Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference

may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant

effects of the Merger based on information available to management at this time and that the pro forma adjustments give appropriate

effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The pro forma adjustments do not reflect any anticipated

synergies, operating efficiencies or cost savings that may result from the Merger and integration costs that may be incurred.

NOTE 3 — ESTIMATED CONSIDERATION AND PRELIMINARY PURCHASE

PRICE ALLOCATION

The estimated fair value of the consideration

transferred was approximately $149.0 million, inclusive of the estimated Company transaction costs in connection with the Merger is summarized

as follows (in thousands):

Amounts

Common stock

$ 4,021

Preferred stock

138,913

Assumption of Kira options

4,739

Estimated transaction costs

1,341

Total consideration transferred

$ 149,014

The preliminary estimated fair value consideration

was based on the (i) common shares issued, multiplied by $0.774 which represents the closing price as reported on the Nasdaq Capital Market

on July 16, 2026, (ii) the aggregate preferred shares issued (as converted to common shares), multiplied by $0.465 which represents the

as converted price from the Financing, (iii) the estimated fair value of the Kira stock options exchanged for stock options of the Company

and (iv) the estimated transaction costs.

The preliminary allocation of consideration to

net assets acquired, based upon the Kira balance sheet as of the Closing Date, is as follows (in thousands):

(in thousands)

Amount

Assets acquired:

Cash and cash equivalents

$ 10,685

Mirador receivable

12,000

Material deliverable to Mirador

7,995

Prepaid expenses and other current assets

576

Property and equipment and other non-current assets

384

Liabilities assumed:

Accounts payable, accrued liabilities and other liabilities

(6,291 )

Penn change in control fee

(1,500 )

Acquired in-process research and development (IPR&D)

125,165

Total consideration transferred

$ 149,014

The above allocation of the purchase price is

based upon certain preliminary valuations and other analyses that have not been completed as of the date of this filing. Any changes in

the estimated fair values of the net assets recorded for this asset acquisition upon the finalization of more detailed analyses of the

facts and circumstances that existed at the date of the Merger will change the allocation of the purchase price. As such, the purchase

price allocations for the acquisition are preliminary estimates, which are subject to change.

NOTE 4 — TRANSACTION ACCOUNTING ADJUSTMENTS

The pro forma adjustments included in the “Transaction

Accounting Adjustments” column are preliminary and represent the Company’s best estimates based on currently available information

and assumptions the Company believes are reasonable.

(A) To

record $124.8 million net proceeds associated with the issuance of Preferred Stock under the Purchase Agreement as follows:

Amount

Gross proceeds from Financing

$ 132,000

Placement agent fees

(6,980 )

Other fees

(191 )

Net cash pro forma adjustment

$ 124,829

(B) To

record the issuance of 4,899,439 shares of Preferred Stock as merger consideration, consisting of (i) 4,644,977 shares issued to former

shareholders of Kira and (ii) 254,462 shares issued to holders of Company SAFEs, each valued at the Financing price. This adjustment

also reflects the elimination of Kira’s historical equity balances, including common stock, additional paid-in capital, accumulated

deficit, and accumulated other comprehensive income, as part of the acquisition accounting.

record the issuance of 5,195,009 shares of Common Stock to former shareholders of Kira as merger consideration, valued at $0.774 per

share, representing the closing price of the Company’s Voting Common Stock as reported on the closing date of the Merger.

(D) To

record the expensing of acquired IPR&D at the acquisition date. The acquired programs, KP-104 (anti-C5 x Factor H bifunctional biologic,

and KP-701 (anti-CD79B x CD32B bispecific), have no alternative future use and are expensed per ASC 730-10-25-1.

(E) To

record upfront license fee receivable under the Mirador License Agreement

(F) To

record Merger consideration allocable to the Mirador receivable, the material deliverable to Mirador and the Change in Control Fee liability

under the Penn License Agreement.

(G) In

connection with the Merger, the Company assumed all outstanding and unexercised Kira equity options, which were converted into options

to purchase an aggregate of (i) 392,791 shares of Common Stock and (ii) 351,201 shares of Preferred Stock (collectively, the “Assumed

Options”). The closing-date fair value of the Assumed Options was determined using a Black-Scholes valuation model, utilizing the

Merger date closing market price of $0.774 per share.

The total closing-date fair value was

allocated between (i) the pre-combination service period, which is included as part of the consideration transferred in the amount of

approximately $4.8 million, and (ii) the post-combination service period, which will be recognized as stock-based compensation expense

under ASC 718 over the remaining vesting periods. The pre-combination service period portion reflects the closing-date fair value

multiplied by the ratio of service completed prior to the acquisition date to the total vesting period for each award.

(H) To

record the elimination of Kira SAFEs and historical equity balances, including common stock, additional paid-in capital, accumulated

deficit, and accumulated other comprehensive income settled or extinguished in conjunction with the Merger.

(I) In

connection with the Merger, the Company entered into the CVR Agreement pursuant to which each holder of Common Stock of record immediately

prior to the Closing is entitled to one (1) CVR for each share of Common Stock held. Each CVR entitles the holder to receive a pro-rata

portion of $30.0 million if the United States Food and Drug Administration issues a Priority Review Voucher in connection with briquilimab

on or prior to December 31, 2028. The aggregate fair value of the CVR obligation at the time of the Closing was $1.9 million, which is

recognized as a liability with the dividend recognized to additional paid in capital.

(J) To

record the estimated value of physical samples of antibodies, cell lines used to manufacture antibodies, compounds, drug substance

and drug product licensed and deliverable to Mirador under the Mirador License Agreement.

(K)

To record the Change in Control Fee under the Penn License Agreement.

(L)

To record direct acquisition costs (legal, accounting, and advisory fees) not yet reflected in the Company’s historical financial statements as of June 30, 2026.

(M)

No pro forma income tax benefit has been recognized on the net loss generated by the transaction accounting adjustments. The Company maintains a full valuation allowance against its deferred tax assets, as it is not more likely than not that those assets will be realized. Accordingly, no deferred tax benefit arising from the acquired IPR&D charge, transaction costs, CVR distribution, or other pro forma adjustments has been recorded. The effective tax rate on the pro forma combined results is zero for this reason.

(N)

The pro forma basic and diluted loss per share reflect the pro forma net loss for each period presented and assume that all shares of Common Stock and Preferred Stock issued in connection with the Merger and the Financing were outstanding for the entirety of all periods presented.

The Company applies the two-class method of computing loss per share. The Series A Non-Voting Convertible Preferred Stock carries no liquidation preference, participates in dividends only on an as-if-converted basis when dividends are declared on Common Stock, and participates equally with Common Stock on an as-converted basis. Accordingly, the Preferred Stock is treated as a second class of common stock, net loss is allocated proportionally between classes, and loss per share is identical for both classes on a per-common-equivalent basis. The following table sets forth the pro forma adjustment to the weighted-average shares outstanding used in the calculation.

Six Months Ended

June 30,

2026

Year Ended

December 31,

2025

Numerator:

Pro forma comprehensive net loss

$ (7,503 )

$ (207,253 )

Denominator:

Common Stock:

Historical Jasper weighted average shares

28,697

19,168

Common Stock issued to Kira shareholders

5,195

Total weighted average Common Stock

33,879

24,363

Preferred Stock (as-converted to Common Stock equivalents):

Merger consideration

283,344

SAFE holder settlement

15,522

Financing

284,014

Total weighted average Preferred Stock (as-converted)

582,880

Total weighted average shares (Common + Preferred, as-converted)

616,772

607,243

Pro forma net loss per share (basic and diluted, per common equivalent):

$ (0.01 )

$ (0.34 )

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Jul. 16, 2026

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Amendment Description

On July 16, 2026, Jasper Therapeutics, Inc. (the

“Company” or “Jasper”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that,

on the same date, the Company completed its acquisition (the “Merger”) of Kira Pharmaceuticals (“Kira”), a Cayman

Islands exempted company, pursuant to the terms of the Agreement and Plan of Merger, dated July 16, 2026 (the “Merger Agreement”),

by and among the Company, Kira Holdco Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”),

and Kira. Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation

and a wholly owned subsidiary of the Company.

Document Period End Date

Jul. 16, 2026

Entity File Number

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Entity Registrant Name

JASPER THERAPEUTICS, INC.

Entity Central Index Key

0001788028

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