Form 8-K/A

8-K/A — Jasper Therapeutics, Inc.

Accession: 0001213900-26-105924

Filed: 2026-10-01

Period: 2026-07-16

CIK: 0001788028

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

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0306860-8ka1_jasper.htm (Primary)

EX-23.1 — CONSENT OF EISNERAMPER LLP, INDEPENDENT AUDITORS OF KIRA PHARMACEUTICALS (ea030686001ex23-1.htm)

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF KIRA PHARMACEUTICALS AS OF DECEMBER 31, 2025 AND 2024 AND FOR THE YEARS THEN ENDED (ea030686001ex99-1.htm)

EX-99.2 — UNAUDITED FINANCIAL STATEMENTS OF KIRA PHARMACEUTICALS AS OF JUNE 30, 2026 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (ea030686001ex99-2.htm)

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 (ea030686001ex99-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0306860-8ka1_jasper.htm · Sequence: 1

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2026-07-16

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2026-07-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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.

This Current Report on

Form 8-K/A amends 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 pursuant to Items

9.01(a)(3) and (b)(2) of 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.

99.1

Audited financial statements of Kira Pharmaceuticals as of December 31, 2025 and 2024 and for the years then ended.

99.2

Unaudited financial statements of Kira Pharmaceuticals

as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.

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 1, 2026

JASPER THERAPEUTICS, INC.

By:

/s/ Herb Cross

Name:

Herb Cross

Title:

Chief Financial Officer

EX-23.1 — CONSENT OF EISNERAMPER LLP, INDEPENDENT AUDITORS OF KIRA PHARMACEUTICALS

EX-23.1

Filename: ea030686001ex23-1.htm · Sequence: 2

Exhibit

23.1

CONSENT

OF INDEPENDENT ACCOUNTANT

We consent to the incorporation by reference in the Registration Statements of Jasper Therapeutics, Inc. on Form S-3 (No. 333-285914)

and Form S-8 (Nos. 333-277674, 333-280039, 333-263702, 333-270361, 333-263773 and 333-273941) of our report dated October 1, 2026,

on our audits of the financial statements of Kira Pharmaceuticals as of December 31, 2025 and 2024 and for each of the years then ended,

which report is included in this Form 8-K/A to be filed on or about October 1, 2026. Our report includes an explanatory paragraph about

the existence of substantial doubt concerning Kira Pharmaceuticals’ ability to continue as a going concern.

/s/

EisnerAmper LLP

EISNERAMPER

LLP

Iselin,

New Jersey

October

1, 2026

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF KIRA PHARMACEUTICALS AS OF DECEMBER 31, 2025 AND 2024 AND FOR THE YEARS THEN ENDED

EX-99.1

Filename: ea030686001ex99-1.htm · Sequence: 3

Exhibit 99.1

KIRA PHARMACEUTICALS

INDEX TO THE CONSOLIDATED FINANCIAL

STATEMENTS

Independent Auditors’ Report

F-2

Consolidated Balance Sheets

F-4

Consolidated Statements of Operations and Comprehensive Loss

F-5

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

F-6

Consolidated Statements of Cash Flows

F-7

Notes to Consolidated Financial Statements

F-8

F-1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders

of Kira Pharmaceuticals

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Kira

Pharmaceuticals (the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the

related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit,

and cash flows for each of the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements

present fairly, in all material respects, the consolidated financial position of Kira Pharmaceuticals and Subsidiaries as of December

31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended in accordance

with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing

standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further

described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to

be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating

to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt about the Entity’s Ability to Continue

as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,

the Company has incurred losses since inception and has an accumulated deficit and negative operating cash flows from operations. Thesefactors

have raised substantial doubt about the Company’s ability to continue as a going concern, and management’s evaluation of the

conditions and plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that

might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial

Statements

Management is responsible for the preparation

and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of

America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management

is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s

ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

F-2

Auditors’ Responsibilities for the

Audit of the Financial Statements

Our objectives are to obtain reasonable assurance

about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and

therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material

if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user

based on the financial statements.

In performing an audit in accordance with GAAS,

we:

● Exercise professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud

or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial statements.

● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged

with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal

control–related matters that we identified during the audit.

/s/ EisnerAmper LLP

EISNERAMPER LLP

Iselin, New Jersey

October 1, 2026

F-3

KIRA PHARMACEUTICALS

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

December 31,

2025

2024

Assets

Current assets:

Cash and cash equivalents

$ 587

$ 898

Prepaid expenses and other current assets

180

412

Total current assets

767

1,310

Property and equipment, net

Right-of-use asset

Other noncurrent assets

308

444

Total assets

$ 1,123

$ 1,834

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit

Current liabilities:

Trade accounts payable

$ 6,426

$ 6,483

Accrued expenses and other current liabilities

606

1,702

Promissory note payable - related party

600

Lease liabilities - current

Total current liabilities

7,663

8,211

Lease liability, net of current portion

Other noncurrent liabilities

1,192

973

Total liabilities

8,866

9,224

Contingently redeemable convertible preferred stock, $0.01 par value; 0 and 722,097 shares authorized, issued and outstanding as of December 31, 2025 and 2024; aggregate liquidation preference of $161,518 as of December 31, 2024.

161,518

Stockholders’ deficit:

Common stock, $0.01 par value; 17,500,000 and 4,277,903 shares authorized as of December 31, 2025 and 2024, respectively; 17,054,011 and 102,688 shares issued and outstanding as of December 31, 2025 and 2024, respectively.

170

Additional paid-in-capital

172,670

Accumulated deficit

(180,754 )

(169,496 )

Accumulated other comprehensive income

171

587

Total stockholders’ deficit

(7,743 )

(168,908 )

Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit

$ 1,123

$ 1,834

The accompanying notes are an integral

part of these consolidated financial statements.

F-4

KIRA PHARMACEUTICALS

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(in thousands)

Year Ended December 31,

2025

2024

Operating expenses:

Research and development

$ 909

$ 2,795

General and administrative

1,501

1,670

Total operating expenses

2,410

4,465

Loss from operations

(2,410 )

(4,465 )

Other income (expense):

Gain on accounts payable settlement

2,027

Loss from issuance and remeasurement of convertible note at fair value

(3,950 )

Other income (expense), net

220

(237 )

Total other income (expense), net

(1,703 )

(237 )

Loss before income taxes

(4,113 )

(4,702 )

Provision for income taxes

258

100

Net loss

$ (4,371 )

$ (4,802 )

Comprehensive loss:

Net loss

$ (4,371 )

$ (4,802 )

Foreign currency translation adjustment

(416 )

385

Comprehensive loss

$ (4,787 )

$ (4,417 )

F-5

KIRA PHARMACEUTICALS

CONSOLIDATED STATEMENTS OF REDEEMABLE

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands, except share data)

Contingently Redeemable

Convertible Preferred

Stock

Common

Stock

Additional

Paid-In

Accumulated

other

comprehensive

Total

Stockholders’

Amount

Capital

Deficit

income

Deficit

Balances at December 31, 2023

722,097

$ 150,887

102,688

$ 1

$ -

$ (154,306 )

$ 202

$ (154,103 )

Foreign currency translation adjustment, net of tax

385

Stock-based compensation expense

243

Accretion of Series A, B, and B+ contingently redeemable convertible preferred stock to redemption value

10,631

(243 )

(10,388 )

(10,631 )

Net loss

(4,802 )

Balances at December 31, 2024

722,097

161,518

102,688

(169,496 )

587

(168,908 )

Capital contribution - related party

108

Foreign currency translation adjustment, net of tax

(416 )

Stock-based compensation expense

122

Accretion of Series A, B, and B+ contingently redeemable convertible preferred stock to redemption value

7,072

(185 )

(6,887 )

(7,072 )

Conversion of contingently redeemable preferred stock to common stock

(722,097 )

(168,590 )

722,097

168,583

168,590

Conversion of related party convertible note to common stock

16,229,226

162

4,042

4,204

Net loss

(4,371 )

Balances at December 31, 2025

$ -

17,054,011

$ 170

$ 172,670

$ (180,754 )

$ 171

$ (7,743 )

F-6

KIRA PHARMACEUTICALS

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

2025

2024

Cash flows from operating activities:

Net loss

$ (4,371 )

$ (4,802 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

Gain on settlement of accounts payable

(2,027 )

Loss from issuance and remeasurement of convertible note at fair value

3,950

Stock-based compensation

122

243

Deferred tax expense (benefit)

(61 )

Amortization of operating lease right-of-use assets

Unrealized foreign currency transaction (gain) loss

(258 )

314

Changes in current assets and liabilities:

Prepaid expenses, other current assets, and other noncurrent assets

277

(90)

Trade accounts payable

1,831

1,031

Accrued expenses and other liabilities

(1,150 )

(624 )

Operating lease liabilities

(27 )

Other noncurrent liabilities

241

198

Net cash used in operating activities

(1,299 )

(3,779 )

Cash flows from financing activities:

Proceeds from promissory note

600

Proceeds from related party convertible note

254

Proceeds from capital contribution from related party

108

Net cash provided by financing activities

962

Effect of exchange rate changes on cash and cash equivalents

(62 )

Net change in cash and cash equivalents

(311 )

(3,841 )

Cash and cash equivalents—beginning of year

898

4,739

Cash and cash equivalents—end of year

$ 587

$ 898

Supplemental disclosure of cash flow information:

Cash paid for taxes

$ 25

$ 79

Non-cash financing and investing activities:

Conversion of related party convertible note to common stock

$ 4,204

$ -

Conversion of contingently redeemable preferred stock to common stock

$ 168,590

$ -

The accompanying notes are an integral

part of these consolidated financial statements.

F-7

KIRA PHARMACEUTICALS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of Business, Basis of Presentation and Going Concern

Nature of Business

Kira Pharmaceuticals

and subsidiaries (the “Company”) is a biotechnology company that was incorporated as an exempted company in the Cayman Islands

with limited liability in June 2017. The Company has operations in the United States, People’s Republic of China (“China”)

and Australia. All subsidiaries are wholly-owned. The Company’s subsidiaries formed in China are Kira Pharmaceuticals (Hong Kong)

Limited (“Kira Hong Kong”), Kira Pharmaceuticals (Suzhou) Limited (“Kira Suzhou”), and Kira Pharmaceuticals (Shanghai)

Limited (“Kira Shanghai”). Additionally, the Company’s subsidiaries formed in the United States and Australia are Kira

Pharmaceuticals (US) LLC and Kira Pharmaceuticals (Australia) PTY LTD, respectively. The Company is a clinical-stage biopharmaceutical

company engaged in the discovery and development of novel therapeutics to treat complement-mediated diseases.

Share Consolidation

On December 11,

2025, the Company’s shareholders approved an amendment to the Company’s authorized share capital that included a share consolidation,

whereby the par value of the Company’s ordinary shares was increased from $0.0001 per share to $0.01 per share. As a result of the share

consolidation, every 100 ordinary shares issued and outstanding were combined into one ordinary share, resulting in a 100 to 1 reverse

stock split. The Amended and Restated Articles of Association for the share consolidation became effective on January 6, 2026.

Although the Amended

and Restated Memorandum and Articles of Association reflecting the increase in the Company’s authorized share capital to 1,750,000,000

ordinary shares (17,500,000 ordinary shares on a post-Share Consolidation basis) was not filed with the Registrar of Companies of the

Cayman Islands until January 6, 2026, the Company determined that the shareholder approval described above, rather than the ministerial

filing that followed, was the operative corporate action. Accordingly, the increased share capital was authorized as of December 31, 2025.

As of December 31, 2024, 4,277,903 ordinary shares were authorized on a post-Share Consolidation basis.

After the completion

of the Share Consolidation, the number of the Company’s issued and outstanding ordinary shares decreased from 1,705,401,163 to 17,054,011.

The par value of the Company’s ordinary shares changed from $0.0001 per share to $0.01 per share after the Share Consolidation. Ordinary

shares are referred to herein as common stock.

Share and per

share data presented in these consolidated financial statements for all periods presented has been adjusted for the Share Consolidation.

In addition, historical common stock and additional paid-in capital balances have been retrospectively adjusted to reflect the post-consolidation

capital structure and related change in par value for all periods presented. Total stockholders’ deficit was not affected by these adjustments.

Basis of Presentation

The Company’s

consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States

of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S.

GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) issued

by the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

The accompanying

consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions

and balances have been eliminated in consolidation.

F-8

Risks, Uncertainties, and Going Concern

The

Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, successful development

of technology, obtaining additional funding, protection of proprietary technology, compliance with government regulations, risks of failure

of preclinical studies, clinical studies and clinical trials, the need to obtain marketing approval for its product candidates and the

ability to successfully market its therapies for any products that receive approval, fluctuations in operating results, economic pressure

impacting therapeutic pricing, dependence on key personnel, risks associated with changes in technologies, development by competitors

of technological innovations and the ability to scale manufacturing to large scale production. Product candidates currently under development

will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval

prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and

extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if

ever, the Company will realize significant revenue from therapy sales.

The Company has

incurred a loss since inception resulting in an accumulated deficit of $180.8 million as of December 31, 2025 and further losses are anticipated

in the development of its business. For the year ended December 31, 2025, the Company has operating cash outflows of $1.3 million and

had a loss from operations of $2.4 million. Since inception, being a research and development company, the Company has not yet generated

revenue and the Company has incurred continuing losses from its operations. The Company is subject to risks common to biotechnology companies,

including technology development, regulatory approval, clinical outcomes, commercialization, competition, manufacturing scale-up and the

need for additional funding. The Company’s operations have been funded principally through the issuance of debt and equity.

These factors raised substantial doubt about the Company’s ability to continue as a going concern for a period of one year from

the date the consolidated financial statements were available to be issued.

Subsequent to December 31, 2025,

the Company completed the merger with Jasper Therapeutics, Inc. ("Jasper"), at which time Jasper completed a private placement

financing through the sale of non-voting convertible preferred stock, resulting in gross proceeds of $132.0 million (see Note 12). Jasper

has agreed to seek a stockholder vote to convert the Non-Voting Convertible Preferred Stock within 120 days from the closing of the merger.

In addition, in the event the Company is unable to obtain stockholder approval of the conversion of the Non-Voting Convertible Preferred

Stock within 12 months of the closing of the Merger, holders have the right to require the Company to repurchase the Non-Voting Convertible

Preferred Stock at the then current fair market value.

The accompanying consolidated financial statements

have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary

course of business. These consolidated financial statements do not include any adjustments relating to the recoverability and classification

of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described

above.

Summary of Significant Accounting Policies

Use of Estimates

The preparation

of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets, liabilities and related disclosure of contingent assets and liabilities at the date of the

consolidated financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates on

historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances.

On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may

differ from those estimates or assumptions.

Functional Currencies and Foreign Currency Translation

The Company’s

reporting currency is U.S. dollars (“USD”). The functional currency of Kira USA, Kira Cayman, and Kira Hong Kong (“H.K.”)

is USD, while the functional currency of Kira Suzhou and Kira Shanghai is the Chinese Yuan (“CNY”) and the functional currency

of Kira Australia is the Australian dollars (“AUD”). Transactions denominated in other than the functional currencies are

remeasured into the functional currency of the entity at the exchange rates prevailing on the transaction dates.

Accordingly, all

foreign currency denominated balance sheet accounts have been translated into U.S. dollars using the rate of exchange at the respective

balance sheet date. Components of the consolidated statements of operations and comprehensive loss have been translated at the average

exchange rate in effect during the reporting period. Translation gains and losses are recorded in accumulated other comprehensive loss

as a component of stockholders’ deficit. Net realized and unrealized gains and losses arising from foreign currency transactions

and remeasurement are reported in other income (expense) in the consolidated statements of operations and comprehensive loss.

F-9

Cash and Cash Equivalents

The Company considers

all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are carried

at cost, which approximates fair value. Cash equivalents consist primarily of money market accounts.

The Company limits

its credit risk associated with cash and cash equivalents by maintaining its bank accounts at major and reputable financial institutions.

The Company’s cash and cash equivalents balances, at times, may exceed the federally insured limit of $250,000 per financial institution

in the United States and ¥500,000 per financial institution in China. The Company does not believe that it is subject to unusual credit

risk beyond the normal credit risk associated with commercial banking relationships.

Leases

The

Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented

as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in lease liability, current and lease

liability, on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities

represent the Company’s obligation to make lease payments in exchange for the ability to use the asset for the duration of the lease

term. The option to extend a lease is included in the lease term only when it is reasonably certain that the Company will elect that

option. Additionally, the Company does not record ROU assets or lease liabilities for short-term leases that have a term of twelve months

or less at lease commencement. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.

The Company has elected to combine lease and non-lease components as a single component.

ROU assets and

lease liabilities are recognized at the commencement date and determined using the present value of the future minimum lease payments

over the lease term. For any identified leases not determined to be short-term, The Company uses an incremental borrowing rate based on

an estimated rate of interest for collateralized borrowing for any leases that do not include an implicit interest rate. Where applicable,

the estimated incremental borrowing rate considers market data, actual lease economic environment, and the lease term at commencement

date.

Legal Proceedings

The Company is

not currently involved in legal actions, nor is management aware of any potential claims or legal actions, for which the ultimate disposition

could have a material effect on the Company’s financial positions, results of operations or liquidity.

Research and Development Costs

Research and development

expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, materials and supplies,

preclinical and clinical trial expenses, stock-based compensation expense, employee benefits, consulting costs and external costs of vendors

engaged to conduct research and depreciation of equipment.

Costs for research and development

activities are expensed in the period in which they are incurred. Payments for such activities are based on the terms of the individual

arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid expense or

accrued research and development expense. Accruals are recorded based on estimates of services received and efforts expended pursuant

to agreements established with contract research organizations (“CRO”), contract manufacturing organizations (“CMO”),

and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed

and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the

services. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid

asset which will be amortized as the contracted services are performed. Determining the prepaid and accrued balances at the end of any

reporting period incorporates certain judgments and estimates by management that are based on information available to the Company including

information provided by vendors regarding the progress to completion of specific tasks or costs incurred.

Patent costs

All patent-related

costs incurred in connection with preparing, filing, maintaining and prosecuting patent applications are expensed as incurred due to the

uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

F-10

Income Taxes

The Company accounts

for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected

future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred

tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by

using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on

deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date.

The Company recognizes

deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In

making such a determination, management considers all available positive and negative evidence, including future reversals of existing

taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

The

Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized

are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than

not” to be sustained under audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained.

Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense.

Fair Value

Measurements

Fair value is

defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction

between market participants at the measurement date. The fair value standard outlines a valuation framework and creates a fair value hierarchy

in order to increase the consistency and comparability of fair value measurements and the related disclosures. The Company uses the hierarchy

prescribed in the accounting guidance for fair value measurements, based upon the available inputs to the valuation and the degree to

which they are observable or not observable in the market. The three levels in the hierarchy are as follows:

● Level 1 - Quoted prices (unadjusted) for identical assets or

liabilities in active markets that are accessible as of the measurement date;

● Level 2 - Inputs other than quoted prices in active markets

for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or

liability; and

● Level 3 - Unobservable inputs reflecting the Company’s

own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about

risk.

The carrying amounts

of certain financial assets and liabilities, including prepaid and other current assets, accounts payable, and accrued liabilities approximate

fair value because of the short maturity and liquidity of those instruments. The classification of assets and liabilities within the valuation

hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. See Note 11 for fair

value disclosures related to the Company’s convertible promissory note - related party.

Convertible

Promissory Note - Related Party

The

Company evaluated its convertible promissory notes and determined that they contain embedded features that may require separate accounting

under ASC 815, Derivatives and Hedging. Accordingly, the Company elected the fair value option (“FVO”) under ASC 825,

Financial Instruments, for its convertible promissory notes upon issuance. Under the FVO, the notes are initially recognized at

fair value and subsequently remeasured at fair value at each reporting date. Interest expense is recorded within interest expense in

the Company’s consolidated statements of operations and comprehensive loss. Changes in fair value, other than amounts attributable

to instrument-specific credit risk, are recognized in earnings within other income (expense), net. Changes in fair value attributable

to instrument-specific credit risk are recognized in other comprehensive income (loss). For the periods presented, the Company determined

that changes in fair value attributable to instrument-specific credit risk were not significant. The election of the FVO is irrevocable

and is applied on an instrument-by-instrument basis. As a result of the FVO election, embedded features within the convertible promissory

notes are not separately accounted for. Debt issuance costs associated with convertible promissory notes accounted for under the FVO

are expensed as incurred.

F-11

The Company estimates

the fair value of the related-party convertible promissory note using a probability-weighted expected return method that considers the

potential settlement outcomes under the contractual terms of the note. Significant unobservable inputs include the probability of each

settlement scenario, expected timing of settlement, market-based discount rates, estimated equity values underlying potential conversion

outcomes, and recovery assumptions in the event of default. The fair value measurement is classified within Level 3 of the fair value

hierarchy due to the use of significant unobservable inputs.

Contingently Redeemable Convertible Preferred Stock

The Company’s

redeemable convertible preferred stock is classified outside of stockholders’ deficit because the holders of such shares have liquidation

rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company. The carrying

values of the Company’s preferred stock are being accreted to their respective redemption values at the end of each reporting period

as if the end of the reporting period were the redemption date. Increases to the carrying values of redeemable convertible preferred stock

are charged to additional paid-in capital or, in the absence of additional paid-in capital, charged to accumulated deficit.

Stock-Based Compensation

The Company measures

employee and nonemployee stock-based awards at their grant-date fair value and recognizes compensation expense on a straight-line basis

over the requisite service period of the awards. The Company accounts for forfeitures as they occur.

Estimating the

fair value of stock-based awards requires the use of subjective assumptions, including the estimated fair value of the Company’s common

stock for stock options and other equity awards. In addition, for stock options, the Company estimates the expected term of the awards,

expected stock price volatility, expected dividend yield and the risk-free interest rate. The Company uses the Black-Scholes option-pricing

model to estimate the fair value of stock option awards. The assumptions used in estimating the fair value of stock-based awards represent

management’s estimates and involve inherent uncertainties and the application of management’s judgment.

The

risk-free interest rate is based on U.S. Treasury securities with maturities commensurate with the expected term of the award at the

grant date. The expected dividend yield is zero because the Company has never declared or paid dividends and does not currently expect

to pay dividends in the foreseeable future. The expected term of stock options is determined using the simplified method, which utilizes

the midpoint between the vesting date and the contractual term of the award. Because the Company does not have sufficient historical

exercise data and its common stock is not publicly traded, expected volatility is estimated based on the historical volatilities of a

group of comparable publicly traded companies over a period corresponding to the expected term of the awards.

Because the Company’s

common stock was not publicly traded during the periods presented, the board of directors periodically estimated the fair value of the

Company’s common stock. In determining the fair value of common stock, the board considered, among other factors, contemporaneous third-party

valuations, the rights and preferences of the Company’s preferred stock, the Company’s operating and financial performance, market conditions,

comparable company data and the probability and timing of potential liquidity events. The Company utilized valuation methodologies consistent

with the guidance set forth in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company

Equity Securities Issued as Compensation.

Contingencies

The

Company accounts for contingent liabilities in accordance with ASC 450, Contingencies. This guidance requires the Company to assess

potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of

loss that may have occurred. If the assessment of a contingency indicates that it is probable that a material loss has been incurred

and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial

statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is

probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable

and material, would be disclosed. For contingencies considered remote, no accrual or disclosures are generally made.

F-12

During

2025, the Company entered into agreements with vendors to settle outstanding payables. Pursuant to the agreements with certain vendors,

the Company was required to make payments upon a qualified transaction, as defined within the agreements. The amount of contingent

liabilities was fixed within the vendors’ agreements as a percentage of the total outstanding balance that was settled. As

of December 31, 2025, the total amount of contingent liabilities was $48.3 thousand. The Company determined that it was not probable

that the qualified transaction would occur, therefore the liabilities were not recognized as of December 31, 2025.

Gain on accounts payable settlement

The Company may

enter into agreements with vendors to settle outstanding payables for amounts less than the recorded liability. When such arrangements

result in the Company being legally released from its obligation and the liability is settled, the Company derecognizes the amount of

the accounts payable that is settled and records a corresponding gain in earnings in accordance with ASC 405, Liabilities. During

the years ended December 31, 2025 and 2024 the Company recorded $2.0 million and $0 of gains from settlement of such payables, respectively.

Subsequent to December 31, 2025, the Company recorded $1.3 million of gains from the settlement such payables.

Recently Issued Accounting Pronouncements Adopted

In December 2023,

the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends the disclosure to address

investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related

to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income

tax disclosures. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025, and early adoption

and retrospective application are permitted. The Company early adopted ASU 2023-09 effective January 1, 2025 on a retrospective basis.

The impact of ASU 2023-09 on the Company’s consolidated financial statements is reflected in Note 7 - Income Taxes.

Recently Issued Accounting Pronouncements Not Yet

Adopted

In November

2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses. This update requires entities to disaggregate operating expenses into specific categories,

such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses.

In January 2025, the FASB issued ASU 2025-01, clarifying the effective date of ASU 2024-03 to be fiscal years beginning after December

15, 2026, with early adoption permitted, and interim periods beginning after December 15, 2027. ASU 2024-03 may be applied retrospectively

or prospectively. The Company is currently evaluating the impact of ASU 2024-03 on its financial statement presentation and disclosures.

May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting

Acquirer in the Acquisition of a Variable Interest Entity, which clarifies how to determine the accounting acquirer in transactions involving

variable interest entities. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods

within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-03 on its financial

statements and disclosures.

3. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted

of the following (in thousands):

December 31,

2025

2024

Current assets:

Prepaid expenses - current

$ 180

$ 184

Other current assets

228

Total prepaid expenses and other assets

$ 180

$ 412

Other noncurrent assets:

Prepaid expenses - long term

$ -

$ 57

Deferred tax assets - long-term

308

387

Total other noncurrent assets

$ 308

$ 444

F-13

4. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the

following (in thousands):

December 31,

2025

2024

Accrued expenses and other current liabilities:

Accrued research and development

$ 374

$ 1,236

Accrued general and administrative

180

453

Accrued employee compensation and related benefits

Other current liabilities - related party

Total accrued expenses and other current liabilities

$ 606

$ 1,702

Other noncurrent liabilities:

Long-term taxes payable

$ 1,182

$ 962

Other noncurrent liabilities

Total other noncurrent liabilities

$ 1,192

$ 973

5. Redeemable Convertible Preferred Stock

Prior to their conversion in 2025, the

Company had issued and outstanding Series A, Series B and Series B+ redeemable convertible preferred stock. The Series A Preferred Stock

was issued in 2017 and 2018 for aggregate gross proceeds of $18.0 million, the Series B Preferred Stock was issued in 2020 for aggregate

gross proceeds of $28.0 million and the Series B+ Preferred Stock was issued in 2021 for aggregate gross proceeds of $60.0 million.

The carrying value of redeemable convertible preferred stock

consisted of the following (in thousands):

December 31,

2024

Series A Preferred Stock

$ 28,800

Series B Preferred Stock

44,381

Series B+ Preferred Stock

88,337

Total

$ 161,518

Dividends

The

holders of the Preferred Stock were entitled to be paid non-cumulative dividends if and when declared by the Company’s board of

directors. The Company could not have paid any dividends on shares of common stock of the Company unless the holders of the Preferred

Stock then outstanding simultaneously received dividends at the same time as dividends paid with respect to any class common

stock. Dividends were equal to 8.0% of the price per share per annum, payable only when and if declared by the Company’s board

of directors. Through the date of conversion, no cash dividends were declared or paid by the Company.

Conversion

The holders of

Preferred Stock shall have the right to convert, at the option of the holder, at any time, into shares of common stock by dividing the

preferred stock original issuance price by the conversion price in effect at the time. The initial Series A Preferred Stock conversion

price is $100, the initial Series B Preferred Stock conversion price is $148 and the initial Series B+ Preferred Stock conversion price

is $170, subject in each case to certain adjustments to reflect the issuance of common stock, options, warrants, or other rights to subscribe

for or to purchase shares of the Company’s common stock for a consideration per share less than the conversion price then in effect.

In addition, each share of Series A Preferred Stock, Series B Preferred Stock and Series B+ Preferred Stock will automatically convert

into shares of common stock at the applicable conversion ratio in effect upon the earlier of (a) the closing of a Qualified IPO (as defined

in the Company’s certificate of incorporation) or (b) the written consent of the Series A Investors holding a majority of the total

outstanding Series A Preferred Shares, with respect to the Series A Preferred Shares, the written consent of the Series B Investors holding

a majority of the total outstanding Series B Preferred Shares, with respect to the Series B Preferred Shares, or the written consent of

the Series B+ Investors holding a majority of the total outstanding Series B+ Preferred Shares, with respect to the Series B+ Preferred

Shares.

Redemption

The Series A Preferred

Stock is redeemable at the option of the shareholder. The shares are redeemable at any time and from time to time on or after the fifth

(5th) anniversary of the initial closing or upon any other series of Preferred stock becoming redeemable.

F-14

The Series B Preferred

Stock and Series B+ Preferred Stock is redeemable upon certain events that are outside of the Company’s control, which include material

violation of laws and contracts by any key holders in each case would result in a material adverse effect, failure to conduct the principal

business, any fraudulent misconduct by any warrantors, request by any holders of any other series of Preferred Shares for redemption by

the Company of any Preferred Shares held by such holder of Preferred Shares, termination of the sponsored research agreement, none of

the product developed by the Company has entered into phase II of any clinical trial by a specified date, and the Company has not completed

a Qualified Public Offering or a Trade Sale by a specified date.

The Company’s Series

A preferred stock is redeemable at the option of the holder at any time after the Optional Redemption Date, and the Series B and B+ preferred

stock are redeemable upon the occurrence of events not solely within the Company’s control, including a redemption request by holders

of another series. Accordingly, the Preferred Stock is classified outside of stockholders’ deficit and is carried at its redemption

amount, equal to the original issue price plus 12% simple interest per annum, at each balance sheet date. Increases in the carrying amount

are charged to additional paid-in capital or, in its absence, to accumulated deficit. While all Preferred Stock is automatically converted

upon a Qualified Public Offering, the effectiveness of a Qualified Offering is not within the control of the Company and is not deemed

probable to occur for accounting purposes until the effective date of the Qualified Offering. As such, the Company continued to recognize

accretion of the Preferred Stock during the years ended December 31, 2025 and 2024. The accretion of the Preferred Stock was $7.1 million

and $10.6 million for the years ended December 31, 2025 and 2024, respectively.

Conversion of Series A, B, and B+ Preferred Stock

The majority holders

of each respective series of the Preferred Stock provided written consent to convert into shares of common stock at the applicable conversion

ratio. On August 31, 2025, all of the Company’s issued and outstanding convertible preferred shares were converted into common stock on

a one-for-one basis in accordance with their contractual terms. Upon conversion, the carrying value of the convertible preferred stock,

including any accretion, was reclassified from mezzanine equity to common stock and additional paid-in capital. The conversion was accounted

for as an equity transaction, and no gain or loss was recognized.

The table below

presents the reconciliation of changes in the Preferred Stock (in thousands):

Balance at December 31, 2023

$ 150,887

Accretion of carrying value to redemption value

10,631

Balance at December 31, 2024

161,518

Accretion of carrying value to redemption value

7,072

Conversion to common stock

(168,590 )

Balance at December 31, 2025

$ -

6. Stock-Based Compensation

June 9, 2017, the Company adopted the 2017 Stock Plan (the “2017 Plan”). The 2017 Plan, as amended, provides for the issuance

of up to 147,220 shares of common stock to employees, officers, directors, consultants, and advisors in the form of non-qualified and

incentive stock options, unvested stock awards, and other stock-based awards. At December 31, 2025, there were 3,409 shares of common

stock available for issuance under the 2017 Plan

The following table summarizes the stock option activity

under the 2017 Plan:

Stock

Options

Weighted

Average

Exercise

Price

Weighted

Average

Remaining Life

(in Years)

Intrinsic

Value

(in thousands)

Balance as of December 31, 2024

83,441

$ 27.10

6.32

Granted

60,370

$ 33.00

Balance as of December 31, 2025

143,811

$ 29.58

6.95

Stock options unvested as of December 31, 2025

6,577

$ 33.00

8.27

Stock options exercisable as of December 31, 2025

137,234

$ 29.42

6.89

The weighted-average

grant date calculated fair value of stock options granted for the years ended on December 31, 2025 was determined to be nominal. There

was $38 thousand of unrecognized stock-based compensation expense related to unvested stock options as of December 31, 2025, which will

be recognized over a weighted-average period of 0.7 years. The total fair value of options vested during the year ended December 31, 2025

was $0.1 million and $0.3 million for the years ended December 31, 2024, respectively.

During the years

ended December 31, 2025 and 2024, the Company granted 60,370 and 0 options, respectively. There were no options exercised during the years

ended December 31, 2025 and 2024.

F-15

Stock-based compensation expense

The following

table shows the allocation of stock-based compensation expense related to the Company’s stock-based awards (in thousands):

Year ended December 31,

2025

2024

Research and development

$ 93

$ 180

General and administrative

Total stock-based compensation

$ 122

$ 243

The following

table presents the valuation assumptions used in determining the fair value of employee stock options:

Year Ended

December 31,

2025

Risk-free interest rate

4.10 %

Expected term (in years)

5.1 - 5.2

Expected dividend yield

0.0 %

Expected volatility of underlying common stock

87.3% - 87.7 %

7. Income Taxes

For the years

ended December 31, 2025 and 2024, income from operations before taxes consisted of amounts related to operations and income associated

with the Company’s foreign operations. The geographical breakdown of the components of income (loss) before income taxes are as

follows (in thousands):

Year Ended December 31,

2025

2024

Domestic

$ (3,681 )

$ (3,099 )

International

(432 )

(1,603 )

Net loss before provision for income taxes

$ (4,113 )

$ (4,702 )

Income taxes are

provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate

to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible

when the assets or liabilities are recovered or settled.

The provision for income taxes consisted of the following

(in thousands):

Year Ended December 31,

2025

2024

Current expense (benefit):

Cayman Islands

$ -

United States Federal

United States - State and Local

Other Foreign

171

147

Total current expense

179

161

Deferred expense (benefit):

Cayman Islands

United States Federal

(54 )

United States - State and Local

(7 )

Other Foreign

Total deferred expense (benefit)

(61 )

Total provision for income taxes

$ 258

$ 100

The Company is subject

to taxation in the United States at the federal and state levels, as well as in various foreign jurisdictions, including Australia, Hong

Kong, and the People’s Republic of China. The Company’s Cayman Islands parent entity is generally not subject to income taxes under Cayman

Islands law. As of December 31, 2025 the Company was not subject to any significant income tax examinations by taxing authorities. The

statute of limitations generally remains open for three years for U.S. federal and most state income tax returns, subject to certain exceptions,

and varies by foreign jurisdiction in accordance with applicable local tax laws.

The Company had

an effective tax rate of (6)% and (2)% for the years ended December 31, 2025 and 2024, respectively.

F-16

On January 1, 2025, the

Company early adopted ASU 2023-09 on retrospective basis. A reconciliation of the U.S. federal statutory income tax rate to the

Company’s effective tax rate pursuant to the disclosure requirements of ASU 2023-09 is as follows (in thousands, except for

percentages):

Year Ended December 31,

2025

2024

Cayman statutory income tax rate

$ -

Foreign Tax Effects

United States Income Tax

Foreign Rate Differential

(2 )%

(2 )

0 %

Other Perms

(5 )

0 %

(7 )

0 %

Uncertain Tax Positions

(41 )

1 %

US State Income Tax*

(0 )%

Australia

Foreign Rate Differential

(47 )

1 %

(46 )

1 %

Valuation Allowance

(1 )%

R&D Tax Credit

(23 )

0 %

Withholding Taxes

(0 )%

Shanghai

Foreign Rate Differential

(3 )

0 %

(16 )

0 %

Valuation Allowance

(0 )%

Other Perms

(0 )%

Suzhou

Foreign Rate Differential

(148 )

4 %

(275 )

6 %

Uncertain Tax Positions

305

(8 )%

403

(9 )%

Other Perms

(0 )%

Hong Kong

Foreign Rate Differential

(1 )

0 %

(2 )

0 %

Valuation Allowance

(0 )%

Tax from other foreign jurisdictions

Effective Tax Rate

$ 258

(6 )%

$ 100

(2 )%

* Massachusetts makes up more than 50% of the state income

tax.

Cash paid for income taxes,

net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 is as follows (in thousands):

Year Ended December 31,

2025

2024

Cayman statutory income tax

$ -

United States Income Taxes

United States - State Income Tax

Connecticut

(15 )

Other states

(1 )

Cash paid for income taxes, net of refunds received

$ 25

$ 79

F-17

The

table below presents the effects of temporary differences that gave rise to significant portions of deferred tax assets and

liabilities (in thousands):

December 31,

2025

2024

Deferred tax assets:

Net operating loss carryforward

$ 919

$ 816

Legal cost and Patents Amortization

196

213

Unrealized Gain/Loss

112

175

Total deferred tax assets

1,227

1,204

Valuation allowance

(919 )

(816 )

Net deferred tax assets

$ 308

$ 388

Deferred tax liabilities:

Fixed Assets

(1 )

Total deferred tax liabilities

(1 )

Net deferred tax assets

$ 308

$ 387

As of December

31, 2025, the Company had approximately $3.8 million of Australian federal net operating loss (“NOL”) carryforwards available

to use that have an indefinite lived carryforward.

In assessing the realization

of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred income tax assets

will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income

during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income

tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. After consideration of all available

evidence, both positive and negative, management believes it is more likely than not that the Company’s deferred tax assets in its

Australia, Hong Kong, and Shanghai operations will not be realized, and therefore continues to maintain a full valuation allowance as

of December 31, 2025 and 2024 in these jurisdictions. The change in valuation allowances for the years ended December 31, 2025 and

2024 was approximately $0.1 million, respectively.

Income taxes on

undistributed earnings of the Company’s subsidiaries have not been provided for because the Company currently plans to indefinitely reinvest

all undistributed foreign earnings and has the ability to do so. At this time, determination of the unrecognized deferred tax liabilities

for temporary differences related to the investments in the Company’s subsidiaries is not practicable.

On July 4, 2025,

the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent

extension of certain expiring provisions of the Tax Cuts and Jobs Act, modification to the international tax framework and the restoration

of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective

in 2025 and other implemented through 2027. The bill does not materially impact the Company’s 2025 income tax provision.

The Company files tax returns

in China, Australia, Hong Kong, and the US. With a few exceptions, the Company is subject to tax examinations by tax authorities for years

ended December 31, 2022 through December 31, 2025. As of December 31, 2025 and 2024, the Company had liabilities for uncertain tax positions

of $10.9 million and $10.4 million, respectively, which, if recognized, would affect the Company’s tax provision and effective tax

rate. The Company does not believe there would be any material changes to its uncertain tax position liabilities within the next 12 months.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December

31, 2025 and 2024, the liability for interest and penalties was $0.5 million and $0.4 million, respectively. During each of the years

ended December 31, 2025 and 2024, the Company recognized tax (benefit) expense of $0.1 million for interest and penalties.

F-18

A reconciliation

of the beginning and ending amount of the Company’s unrecognized tax benefits is as follows (in thousands):

Year Ended December 31,

2025

2024

Unrecognized tax benefits as of the beginning of the year

$ 10,445

$ 10,495

Increases (decreases) related to prior year tax positions

465

(318 )

Increases (decreases) related to current year tax positions

309

Decreases related to lapses of statute of limitations

(41 )

Ending Balance

$ 10,934

$ 10,445

As of December

31, 2025, the Company recorded approximately $10.9 million of unrecognized tax benefits, a net increase of $0.5 million from $10.4 million

as of December 31, 2024.

8. Leases

Operating leases

The Company leases

offices under various non-cancelable leases that expire at various dates. Under certain leases, the Company is responsible for expenses

related to operations, maintenance, repairs, and management fees that are accounted for as operating leases.

Rent expense for

the years ended December 31, 2025 and 2024 totaled $31 thousand and $36 thousand, respectively.

The Company’s

operating leases for its equipment and specialized spaces for company equipment have terms expiring at various dates through April 2027.

Certain lease arrangements include renewal options and rights of first refusal for the lessee to purchase the applicable property.

Right-of-use assets

and lease liabilities for operating leases were recorded in the consolidated balance sheets as follows (in thousands):

December 31,

2025

2024

Operating leases:

Operating lease right-of-use asset

$ 38

$ 60

Lease liabilities - current

$ 31

$ 26

Operating lease liabilities, net of current portion

$ 11

$ 40

The weighted-average remaining

lease term for operating leases was 1.3 years and 2.3 years as of December 31, 2025 and 2024, respectively. The weighted-average

discount rate was 12.58% as of December 31, 2025 and 2024.

Supplemental cash

flow information related to leases was as follows (in thousands):

December 31,

Cash paid for amounts included in the measurement of lease liabilities

2025

2024

Operating cash flows from operating leases

$ 35

$ 38

Future minimum

lease payments under non-cancelable operating leases are as follows (in thousands):

Year Ending December 31,

2026

$ 35

2027

Total minimum lease payments

$ 46

Less: imputed interest

(4 )

Total future minimum operating lease obligations

$ 42

F-19

9. Promissory note payable - related party

On November 24,

2025, the Company entered into a secured senior promissory note (the “Promissory Note”) with Mach5 Therapeutics, Inc. (“Mach

5”), a related party, pursuant to which the Company borrowed $200 thousand. The Promissory Note bears interest at 5% per annum and

was originally scheduled to mature on December 31, 2025. The Promissory Note is secured by substantially all assets of the Company and

is senior to all other indebtedness of the Company.

On December 31,

2025, the Company and Mach5 Therapeutics, Inc. amended and restated the Promissory Note to increase the outstanding principal balance

by $400 thousand, resulting in total borrowings of $600 thousand. The amended Promissory Note bears interest at 5% per annum and matures

on January 15, 2026. Under the terms of the note, if the contemplated acquisition of Mach5 Therapeutics, Inc. by the Company or one of

its affiliates is consummated, the outstanding principal balance, accrued interest, and other amounts due under the Promissory Note will

be deemed paid in full at the closing of the acquisition.

As of December

31, 2025, the outstanding principal balance under the Promissory Note was $600 thousand. Because the Promissory Note matures within one

year of the balance sheet date, the entire balance was classified as a current liability. Interest expense recognized related to the Promissory

Note was approximately $1 thousand for the year ended December 31, 2025, and accrued interest payable was approximately $1 thousand as

of December 31, 2025.

10. Retirement Plan

The Company initiated

a defined contribution plan under Section 401(k) of the IRC (the “Plan”) covering all qualified employees effective in 2020.

Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations.

The Company expensed $8 thousand and $45 thousand of made matching contributions to the Plan for the year ended December 31, 2025 and

2024, respectively.

11. Related Parties

Convertible

Promissory Note

On July 1, 2025, the Company

entered into a Secured Promissory Note (the “Note”) with Kira KMF Team LLC, a related party, pursuant to which the lender

agreed to provide borrowings of up to $0.3 million. The Note bears interest at a rate of 5% per annum. The Note also contains a contingent

interest provision whereby the aggregate interest payable on the Note increases from the stated annual interest rate of 5% to an amount

equal to 15% of the then-outstanding principal balance upon the occurrence of a transaction as defined within the Note.

The Note contains several

settlement provisions, including (i) automatic repayment immediately prior to the occurrence of a transaction (as defined within the Note),

(ii) an automatic conversion feature pursuant to which the principal balance and accrued interest convert into ordinary shares representing

95% of the Company’s fully diluted equity if the transaction is not completed by August 31, 2025 and the Note is not otherwise repaid,

and (iii) customary acceleration provisions upon an event of default.

The Company evaluated the

embedded features within the Note pursuant to ASC 815, Derivatives and Hedging. The redemption feature upon the occurrence of a

transaction (as defined within the Note), automatic conversion feature in the event the transaction is not completed by August 31, 2025,

and additional contingent interest feature upon the occurrence of the transaction were determined to be not clearly and closely related

to the Note and were determined to require bifurcation as embedded features. Due to these embedded features within the Note, the Company

elected to account for the Note and all their embedded features at fair value at inception. As a result of electing the fair value option,

direct costs and fees related to the Note were expensed as incurred.

As of the issuance

date of July 1, 2025, the fair value of the Note was $3.7 million, which exceeded the proceeds of $0.3 million, the Company recorded a

loss of $3.4 million for the excess fair value over the proceeds in the consolidated statements of operations and comprehensive loss for

the year ended December 31, 2025.

The fair value of the Note

was determined using the probability-weighted expected return method. At issuance, the valuation incorporated significant unobservable

inputs, including a 9.7% probability of completion of the transaction, an 87.3% probability of conversion, a 3.0% probability of default,

and a discount rate of 16.9%. The estimated equity value of the Company was $4.4 million as of July 1, 2025 and August 31, 2025.

F-20

On August 31, 2025, the transaction

was not consummated and conversion of the Note became certain and the Company remeasured the Note using a 100% probability of conversion.

The outstanding principal balance together with accrued interest was converted into a total of 16,229,226 ordinary shares, representing

95% of the Company’s fully diluted equity, giving control of the Company to Kira KMF Team LLC. The resulting increase in fair value

was recognized in earnings as a change in fair value of the convertible note. Management concluded that the conversion did not result

in a substantive change in control because the transaction occurred among related parties. Based on the board resolution as of July 1,

2025, the Company’s authorized shares were increased to 17,500,000. Accordingly, the Company recognized all 16,229,226 ordinary

shares as issued. Therefore, upon conversion, the carrying value of the Note and related accrued interest were reclassified to stockholders’

equity. As of August 31, 2025, the fair value of the Note was determined to be $4.2 million. Accordingly, the Company recorded an additional

loss of $0.5 million for the change in fair value of the Note from July 1, 2025 to August 31, 2025 in the consolidated statements of operations

and comprehensive loss for the year ended December 31, 2025.

The following

table presents activity related to the Note as of and for the year ended December 31, 2025:

Balance, beginning of year

$ -

Convertible promissory note – related party issuances

3,698

Change in fair value of convertible promissory note - related party

506

Conversion to common stock

(4,204 )

Balance, end of year

$ -

Interest expense

on the convertible promissory note – related party totaled $2.1 thousand for the year ended December 31, 2025. Interest expense

is recorded within interest expense in the Company’s consolidated statements of operations and comprehensive loss.

Management

and Founder Incentive Agreement

In December 2024,

the Company entered into a Management and Founder Incentive Agreement with Kira KMF Company LLC (“KMF”), an entity owned and

controlled by certain members of the Company’s management and founders. Pursuant to the agreement, KMF agreed to provide funding of $25,000

per month from January 2025 through June 2025 to support certain employee related costs and facilitate the continued provision of services

by members of management while the Company pursued strategic business development opportunities. In exchange, KMF may be entitled to receive

contingent fees based on proceeds received from certain qualifying transactions, including asset sales, licensing transactions, business

combinations, or similar strategic transactions.

On July 1, 2025,

the agreement was mutually terminated as KMF did not provide the funding payment for the full term as a qualifying transaction was not

likely to occur and no liabilities or obligations were owed by either party.

During the year

ended December 31, 2025, the Company obtained funding proceeds of approximately $108 thousand from KMF, which were recorded within additional

paid in capital. As of the termination date of July 1, 2025, no amounts were due to or from KMF. No qualifying transactions had occurred

as of the termination date, and accordingly, no contingent fees had been earned or paid under the agreement.

Consulting

Fees

As of December

31, 2025, the Company had accrued $92 thousand and $300 thousand for consulting services performed by members of the Company’s Board of

Directors and Scientific Advisory Board, respectively. These amounts are recorded within accrued expenses and other current liabilities

in the Company’s consolidated balance sheets as accrued general and administrative expenses and accrued research and development expenses,

respectively.

12. Subsequent Events

The Company has evaluated

subsequent events through October 1, 2026, the date that the financial statements were available to be issued.

Mach 5 Promissory Note

January 20, 2026, the Company entered into a Second Amended and Restated Secured Senior Promissory Note with Mach5 pursuant to which

the Company borrowed an additional $675 thousand resulting in a total outstanding balance of $1.275 million. The Promissory Note bears

interest at 5% per annum and matured on January 30, 2026, unless earlier satisfied in accordance with its terms. The Promissory Note

is secured by substantially all assets of the Company and is senior in right of payment to all other indebtedness of the Company. Concurrently

with the closing of the asset acquisition, the preexisting loan was effectively settled. Consistent with ASC 470-50, Debt - Modification

and Extinguishments, the Company evaluated the difference between the fair value of note and the net carrying amount of the settled

note to determine if an extinguishment gain or loss should be recorded. The fair value of the note was determined as of March 17, 2026,

the date of the Acquisition and the date on which the note became due and payable in full under its terms. As the valuation and settlement

dates are the same, no discount for time value or credit risk applied. The fair value of the note was $1.288 million comprised of outstanding

principal and accrued interest, which was equal to the net carrying amount of the extinguished note, so no gain or loss was recorded.

The settlement of the preexisting note was presented separately from the total costs to acquire the assets.

F-21

Mach 5 Acquisition

In March 2026,

the Company completed the acquisition of Mach5 in exchange for equity consideration consisting of 10,676,470 ordinary shares. The transaction

is being accounted for as an asset acquisition, as substantially all of the fair value of the gross assets acquired was concentrated in

a single identifiable asset group consisting of in-process research and development (IPR&D).

Concurrent

with the acquisition, the Company entered into a Preferred Shares Investment Agreement with certain purchasers and Kira KMF Team LLC.

Under the Preferred Shares Investment Agreement, the Company agreed to issue and sell a total of 3,661,504 preferred shares to the purchasers

at a purchase price of $2.18 per share, generating gross proceeds of approximately $8.0 million.

Prepaid Employee Compensation

In March 2026,

the Company entered into forgivable loan arrangements with certain members of management totaling $539,000. The arrangements were established

as retention incentives and provide for forgiveness of the outstanding balances upon continued employment through January 15, 2027. The

Company has concluded that the arrangements are compensatory in nature and will recognize the related compensation cost over the employees’

requisite service period. No loan balances had been forgiven as of the date these financial statements were available to be issued.

Subsequent

Share Activity

In May 2026, the

Company settled outstanding obligations to members of its Board of Directors and Scientific Advisory Board related to services rendered

through March 31, 2026. As of December 31, 2025, the Company had accrued $92 thousand and $300 thousand for services performed through

December 31, 2025, which are within accrued expenses and other current liabilities in the Company’s consolidated balance sheets as accrued

general and administrative expenses and accrued research and development expenses, respectively. The aggregate amounts due to members

of its Board of Directors and Scientific Advisory Board of $108 thousand and $350 thousand, respectively, were settled through the issuance

of 49,583 and 160,191 ordinary shares, together with cash payments of $1 thousand and $3 thousand, respectively.

Simple Agreements

for Future Equity

On June 24, 2026,

the Company entered into Simple Agreements for Future Equity (“SAFEs”) with investors and received aggregate gross proceeds

of $5.1 million. Under the terms of the SAFEs, the investment amount is convertible into equity securities upon the occurrence of certain

triggering events, including a PIPE financing, equity financing, merger, acquisition, other business combination transactions, or as otherwise

provided in the agreements.

Mirador License

Agreement

On July 13, 2026,

the Company entered into a License Agreement with Mirador Therapeutics, Inc. pursuant to which the Company granted Mirador an exclusive

worldwide license to develop, manufacture and commercialize products containing the Company’s proprietary anti-C5a antibody (KP301) and

anti-C5aR small molecule compound (KP402). Under the agreement, the Company is entitled to receive

a (i) $12.0 million upfront payment and (ii) $8.0 million upon delivery of drug substance and compound to Mirador, and may receive up

to $458.5 million in development, regulatory and commercial milestone payments, as well as tiered royalties on future net sales of licensed

products.

Jasper Agreement

and Plan of Merger and Private Placement and Securities Purchase Agreement

On July 16, 2026, the Company was acquired by

Jasper Therapeutics, Inc. pursuant to a merger transaction in which the Company became a wholly owned subsidiary of Jasper. In connection

with the merger, the Company’s equity holders received 5,195,009 shares of Jasper common stock and 4,644,977 shares of Jasper non-voting

convertible preferred stock, each convertible into 61 shares of common stock, subject to certain conditions. Concurrently with the merger,

Jasper completed a private placement financing through the sale of approximately 4.7 million shares of non-voting convertible preferred

stock for gross proceeds of approximately $132 million. Jasper has agreed to seek a stockholder vote to convert the Non-Voting Convertible

Preferred Stock within 120 days from the closing of the merger. In addition, in the event the Company is unable to obtain stockholder

approval of the conversion of the Non-Voting Convertible Preferred Stock within 12 months of the closing of the Merger, holders have the

right to require the Company to repurchase the Non-Voting Convertible Preferred Stock at the then current fair market value. Jasper Therapeutics,

Inc will be determined to be the accounting acquirer and this acquisition will be accounted for in subsequent periods as an asset acquisition.

F-22

EX-99.2 — UNAUDITED FINANCIAL STATEMENTS OF KIRA PHARMACEUTICALS AS OF JUNE 30, 2026 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

EX-99.2

Filename: ea030686001ex99-2.htm · Sequence: 4

Exhibit 99.2

KIRA PHARMACEUTICALS

INDEX TO THE CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

F-2

Condensed Consolidated Statements of Operations and Comprehensive Loss

F-3

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

F-4

Condensed Consolidated Statements of Cash Flows

F-5

Notes to the Condensed Consolidated Financial Statements

F-6

F-1

KIRA PHARMACEUTICALS

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

June 30,

December 31,

2026

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 10,685

$ 587

Prepaid expenses and other current assets

576

180

Total current assets

11,261

767

Property and equipment, net

Right-of-use asset

Other noncurrent assets

351

308

Total assets

$ 11,645

$ 1,123

Liabilities and Stockholders’ Deficit

Current liabilities:

Trade accounts payable

$ 4,232

$ 6,426

Accrued expenses and other current liabilities

737

606

Promissory note payable - related party

600

SAFE liabilities

7,214

Lease liabilities - current

Total current liabilities

12,211

7,663

Lease liability, net of current portion

Other noncurrent liabilities

1,294

1,192

Total liabilities

13,505

8,866

Commitments and contingencies (Note 2)

Stockholders’ deficit:

Preferred stock

Common stock

276

170

Additional paid-in-capital

181,979

172,670

Accumulated deficit

(184,172 )

(180,754 )

Accumulated other comprehensive income

171

Total stockholders’ deficit

(1,860 )

(7,743 )

Total liabilities and stockholders’ deficit

$ 11,645

$ 1,123

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

F-2

KIRA PHARMACEUTICALS

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands)

Six Months Ended

June 30,

2026

2025

Operating expenses:

Research and development

$ 1,187

$ 395

General and administrative

1,253

842

Acquired in-process research and development expense

139

Total operating expenses

2,579

1,237

Loss from operations

(2,579 )

(1,237 )

Other income (expense):

Gain on accounts payable settlement

1,327

Loss on issuance of SAFEs

(2,164 )

Other income, net

142

Total other income (expense), net

(752 )

142

Loss before income taxes

(3,331 )

(1,095 )

Provision for income taxes

Net loss

$ (3,418 )

$ (1,161 )

Comprehensive loss:

Net loss

$ (3,418 )

$ (1,161 )

Foreign currency translation adjustment

(151 )

(227 )

Comprehensive loss

$ (3,569 )

$ (1,388 )

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

F-3

KIRA PHARMACEUTICALS

CONDENSED CONSOLIDATED STATEMENTS

OF REDEEMABLE CONVERTIBLE PREFERRED STOCK

AND STOCKHOLDERS’ DEFICIT

(Unaudited)

(in thousands, except share data)

Preferred Stock

Common Stock

Additional

Paid-In

Accumulated

Other

Comprehensive

Total

Stockholders’

Amount

Capital

Deficit

Income

Deficit

Balances at December 31, 2025

$ -

17,054,011

$ 170

$ 172,670

$ (180,754 )

$ 171

$ (7,743 )

Foreign currency translation adjustment, net of tax

(151 )

Stock-based compensation expense

Shares issued in connection with Mach5 acquisition

10,676,470

107

854

961

Shares issuance in exchange for accrued services

176,265

379

381

Shares issuance in exchange for services

33,509

Issuance of preferred stock, net of issuance costs

3,661,504

7,921

7,958

Surrendered shares of common stock

(269,171 )

(3 )

Net loss

(3,418 )

Balances at June 30, 2026

3,661,504

$ 37

27,671,084

$ 276

$ 181,979

$ (184,172 )

$ 20

$ (1,860 )

Redeemable Convertible

Preferred Stock

Common Stock

Additional

Paid-In

Accumulated

Other

Comprehensive

Total

Stockholders’

Amount

Capital

Deficit

Income

Deficit

Balances at December 31, 2024

722,097

$ 161,518

102,688

$ 1

$ -

$ (169,496 )

$ 587

$ (168,908 )

Capital contribution - related party

108

Foreign currency translation adjustment, net of tax

(227 )

Stock-based compensation expense

Accretion of Series A, B, and B+ redeemable convertible preferred stock to redemption value

5,305

(170 )

(5,135 )

(5,305 )

Net loss

(1,161 )

Balances at June 30, 2025

722,097

$ 166,823

102,688

$ 1

$ -

$ (175,792 )

$ 360

$ (175,431 )

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

F-4

KIRA PHARMACEUTICALS

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Six Months Ended

June 30,

2026

2025

Cash flows from operating activities:

Net loss

$ (3,418 )

$ (1,161 )

Adjustment to reconcile net loss to net cash used in operating activities:

Depreciation

Gain on settlement of accounts payable

(1,327 )

Loss on issuance of SAFEs

2,164

Shares issuance in exchange for services

Acquired in-process research and development expense

139

Noncash interest expense

Stock-based compensation

Amortization of operating lease right-of-use assets

Deferred tax benefit

(7 )

(120 )

Unrealized foreign currency transaction gain

(105 )

(130 )

Changes in current assets and liabilities:

Prepaid expenses, other current assets, and other noncurrent assets

(392 )

132

Trade accounts payable

(884 )

697

Accrued expenses and other liabilities

170

(314 )

Operating lease liabilities

(15 )

Other noncurrent liabilities

185

Net cash used in operating activities

(3,451 )

(648 )

Cash flows from investing activities:

Cash acquired through asset acquisition

Transaction costs paid for asset acquisition

(200 )

Net cash used in investing activities

(139 )

Cash flows from financing activities:

Proceeds from SAFEs

5,050

Proceeds from promissory note

675

Issuance of preferred stock

8,000

Payment of preferred stock issuance costs

(42 )

Proceeds from capital contribution from related party

108

Net cash provided by financing activities

13,683

108

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents

10,098

(524 )

Cash and cash equivalents—beginning of period

587

898

Cash and cash equivalents—end of period

$ 10,685

$ 374

Supplemental disclosure of cash flow information:

Cash paid for taxes, net of refunds received

$ 1

$ (13 )

Non-cash financing and investing activities

Equity consideration issued in connection with acquisition of Mach5

$ 961

$ -

Settlement of promissory note payable - related party

$ 1,288

$ -

Shares issuance in exchange for accrued services

$ 381

$ -

Unpaid transaction costs for asset acquisition included in accounts payable

$ 43

$ -

Preferred stock accretion

$ -

$ 5,305

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

F-5

KIRA PHARMACEUTICALS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

(UNAUDITED)

1. Nature of Business, Basis of Presentation

and Going Concern

Nature of Business

Kira Pharmaceuticals

and subsidiaries (the “Company”) is a biotechnology company that was incorporated as an exempted company in the Cayman Islands

with limited liability in June 2017. The Company has operations in the United States, People’s Republic of China (“China”)

and Australia. All subsidiaries are wholly-owned. The Company’s subsidiaries formed in China are Kira Pharmaceuticals (Hong Kong)

Limited (“Kira Hong Kong”), Kira Pharmaceuticals (Suzhou) Limited (“Kira Suzhou”), and Kira Pharmaceuticals (Shanghai)

Limited (“Kira Shanghai”). Additionally, the Company’s subsidiaries formed in the United States and Australia are Kira

Pharmaceuticals (US) LLC and Kira Pharmaceuticals (Australia) PTY LTD, respectively. The Company is a clinical-stage biopharmaceutical

company engaged in the discovery and development of novel therapeutics to treat complement-mediated diseases.

Former Redeemable

Convertible Preferred Stock

As of December

31, 2024, the Company had outstanding redeemable preferred stock that was classified within mezzanine equity. On August 31, 2025, all

outstanding redeemable preferred shares were converted into shares of the Company’s common stock in accordance with the terms of the governing

agreements. Upon conversion, the carrying value of the redeemable preferred stock, including any related accretion recognized through

the conversion date, was reclassified from mezzanine equity to stockholders’ equity. As a result of the conversion, no redeemable preferred

stock was outstanding as of June 30, 2026 or December 31, 2025, and therefore no redeemable preferred stock balance is presented in the

accompanying balance sheets. Historical activity related to the redeemable preferred stock is reflected in the statement of changes in

redeemable convertible preferred stock and stockholders’ deficit for the comparative period presented.

Basis of Presentation

The Company’s

condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United

States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative

U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) issued

by the Financial Accounting Standards Board (“FASB”).

The accompanying

unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary

for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented.

The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year

or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated

financial statements and related notes for the year ended December 31, 2025.

Principles of Consolidation

The accompanying

condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions

and balances have been eliminated in consolidation.

Risks and Uncertainties, and Going Concern

The Company is

subject to risks common to companies in the biotechnology industry, including, but not limited to, successful development of technology,

obtaining additional funding, protection of proprietary technology, compliance with government regulations, risks of failure of preclinical

studies, clinical studies and clinical trials, the need to obtain marketing approval for its product candidates and the ability to successfully

market its therapies for any products that receive approval, fluctuations in operating results, economic pressure impacting therapeutic

pricing, dependence on key personnel, risks associated with changes in technologies, development by competitors of technological innovations

and the ability to scale manufacturing to large scale production. Product candidates currently under development will require significant

additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization.

These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance and reporting

capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize

significant revenue from therapy sales.

F-6

The Company

has incurred a loss since inception resulting in an accumulated deficit of $184.2 million as of June 30, 2026 and further losses are anticipated

in the development of its business. For the six months ended June 30, 2026, the Company has operating cash outflows of $3.5 million and

had a loss from operations of $2.6 million. Since inception, being a research and development company, the Company has not yet

generated revenue and the Company has incurred continuing losses from its operations. The Company is subject to risks common to biotechnology

companies, including technology development, regulatory approval, clinical outcomes, commercialization, competition, manufacturing scale-up

and the need for additional funding. The Company’s operations have been funded principally through the issuance of debt and

equity. These factors raised substantial doubt about the Company’s ability to continue as a going concern for a period of one year

from the date the consolidated financial statements were available to be issued.

Subsequent to June 30, 2026,

the Company completed the merger with Jasper Therapeutics, Inc. (“Jasper”),

at which time Jasper completed a private placement financing through the sale of non-voting convertible preferred stock, resulting

in gross proceeds of $132.0 million (see Note 12). Jasper has agreed to seek a stockholder vote to convert the Non-Voting Convertible Preferred Stock within

120 days from the closing of the merger. In addition, in the event the Company is unable

to obtain stockholder approval of the conversion of the Non-Voting Convertible Preferred Stock within 12 months

of the closing of the Merger, holders have the right

to require the Company to repurchase the Non-Voting Convertible Preferred Stock at the then current fair market

value.

The accompanying

consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction

of liabilities in the ordinary course of business. These consolidated financial statements do not include any adjustments relating to

the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from

the outcome of the uncertainties described above.

2. Summary of Significant Accounting Policies

Except for the

accounting policy updates discussed below, the Company’s significant accounting policies have not materially changed from those disclosed

in Note 2, Summary of Significant Accounting Policies, included in the audited consolidated financial statements for the years ended December

31, 2025 and 2024.

Acquisitions

The Company

evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a

business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of

the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction

is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs

and processes that have the ability to create outputs, which would meet the definition of a business. Significant judgment is required

in the application of the test to determine whether an acquisition is a business combination or an acquisition of assets.

Acquisitions

meeting the definition of business combinations are accounted for using the acquisition method of accounting, which requires that the

purchase price be allocated to the net assets acquired at their respective fair values. In a business combination, any excess of the purchase

price over the estimated fair values of the net assets acquired is recorded as goodwill.

The Company

measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which

includes direct transaction costs. Goodwill is not recognized in asset acquisitions. When a transaction accounted for as an asset acquisition

includes an in-process research and development (“IPR&D”) asset, the IPR&D asset is only capitalized if it has an

alternative future use other than in a particular research and development project. Otherwise, the cost allocated to acquire an IPR&D

asset with no alternative future use is charged to expense at the acquisition date.

Simple Agreements for Future Equity

The Company

has issued Simple Agreements for Future Equity (“SAFEs”), which are freestanding financial instruments that may convert into

equity securities upon the occurrence of specified future financing events in accordance with the terms of the agreements. The SAFEs also

contain provisions that may require settlement based on the occurrence of certain liquidity or dissolution events.

F-7

The Company

evaluates the SAFEs in accordance with ASC 480, Distinguishing Liabilities from Equity. The Company concluded that the SAFEs represent

freestanding financial instruments that embody a conditional obligation that may be settled in a variable number of shares with a monetary

value based on a fixed amount. Accordingly, the SAFEs are classified as liabilities and presented as SAFE liabilities on the condensed

consolidated balance sheets.

SAFE liabilities

are initially measured at fair value upon issuance and subsequently remeasured to fair value at each reporting date, with changes in fair

value recognized in the condensed consolidated statements of operations and comprehensive loss. Upon conversion or settlement, the carrying

amount of the SAFE liabilities is reclassified to stockholders’ equity or settled in cash, as applicable.

Contingencies

The Company

accounts for contingent liabilities in accordance with ASC 450, Contingencies. This guidance requires the Company to assess potential

contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that

may have occurred. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount

of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.

If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but

cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and

material, would be disclosed. For contingencies considered remote, no accrual or disclosures are generally made.

During 2025,

the Company entered into agreements with vendors to settle outstanding payables. Pursuant to the agreements with certain vendors, the

Company was required to make payments upon a qualified transaction, as defined within the agreements. The amount of contingent liabilities

was fixed within the vendors’ agreements as a percentage of the total outstanding balance that was settled. As of June 30, 2026,

the Company determined that it was probable that the qualified transaction would occur and therefore the Company recognized contingent

liabilities for these certain agreements in the amount of $48.3 thousand. which is included in accrued expenses and other current liabilities.

Gain on accounts payable settlement

The Company

may enter into agreements with vendors to settle outstanding payables for amounts less than the recorded liability. When such arrangements

result in the Company being legally released from its obligation and the liability is settled, the Company derecognizes the amount of

the accounts payable that is settled and records a corresponding gain in earnings in accordance with ASC 405, Liabilities. During

the six months ended June 30, 2026, the Company recorded $1.3 million of gains from the settlement such payables.

Recently Issued Accounting Pronouncements Not Yet

Adopted

In November

2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses. This update requires entities to disaggregate operating expenses into specific categories,

such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses.

In January 2025, the FASB issued ASU 2025-01, clarifying the effective date of ASU 2024-03 to be fiscal years beginning after December

15, 2026, with early adoption permitted, and interim periods beginning after December 15, 2027. ASU 2024-03 may be applied retrospectively

or prospectively. The Company is currently evaluating the impact of ASU 2024-03 on its financial statement presentation and disclosures.

In May 2025,

the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer

in the Acquisition of a Variable Interest Entity, which clarifies how to determine the accounting acquirer in transactions involving variable

interest entities. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those

fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-03 on its financial statements and

disclosures.

F-8

3. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted

of the following (in thousands):

June 30,

December 31,

2026

2025

Current assets:

Prepaid expenses - current

$ 204

$ 180

Prepaid employee compensation

372

Total prepaid expenses and other assets

$ 576

$ 180

Other noncurrent assets:

Deferred tax assets - long-term

351

308

Total other noncurrent assets

$ 351

$ 308

4. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the

following (in thousands):

June 30,

December 31,

2026

2025

Accrued expenses and other current liabilities:

Accrued research and development

$ 506

$ 374

Accrued general and administrative

143

180

Accrued employee compensation and related benefits

Other current liabilities - related party

Total accrued expenses and other current liabilities

$ 737

$ 606

Other noncurrent liabilities:

Long-term taxes payable

$ 1,294

$ 1,182

Other noncurrent liabilities

Total other noncurrent liabilities

$ 1,294

$ 1,192

5. Simple Agreements for Future Equity

On June 24, 2026,

the Company entered into Simple Agreements for Future Equity (“SAFEs”) with investors. Under the terms of the SAFEs, the Company

received aggregate gross proceeds of $5.1 million. The SAFEs remain outstanding until the occurrence of certain triggering events, including

(i) Private Investment in Public Equity (“PIPE”) conversion, (ii) an equity financing, (iii) a liquidity event such as a merger,

acquisition, or other business combination, or (iv) a dissolution event. Upon a PIPE conversion, the SAFEs will automatically convert

into the same class of securities issued in a PIPE at a discounted share price of 70%. Upon an equity financing, the SAFEs will automatically

convert into preferred shares at the greater of (a) the lowest price per share issued in the equity financing or (b) a price per share

based on a valuation cap. In a liquidity event, the investor of the SAFE receives either a portion of proceeds or shares of the Company’s

common stock equal to the greater of the purchase amount or the amount payable on the number of shares of common stock equal to the purchase

amount divided by the liquidity price. In the event of a dissolution event, the investor of the SAFE will be entitled to receive

cash equal to the purchase amount.

The following

table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis

and indicate the level of the fair value hierarchy used to determine such fair values as of June 30, 2026 (in thousands):

Level 1

Level 2

Level 3

Total

Liabilities:

SAFE liabilities

$ -

$ 7,214

Total financial liabilities

$ -

$ 7,214

The cash equivalents

are comprised of funds held in an exchange traded money market fund and the fair value of the cash equivalents is determined based upon

quoted market price for that fund. There were no transfers among Level 1, Level 2, or Level 3 categories in the periods presented.

F-9

The Company measures

its SAFE liabilities at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. The fair value of the

SAFE liability is classified as a Level 3 measurement within the fair value hierarchy because the valuation incorporates significant unobservable

inputs and management judgment regarding the probability and timing of future conversion and liquidity events. The fair value of the SAFE

liability is reassessed at each reporting date, with changes in fair value recognized in earnings.

As of June 30,

2026, the Company concluded that the fair value of the SAFE liabilities approximated the value of the shares issued to the SAFE investors

as part of the merger with Jasper Therapeutics discussed in Note 12, which was determined to be $7.2 million. As such, the Company recognized

a loss upon issuance of the SAFEs in the amount of $2.2 million.

The Company determined

that no material change in fair value had occurred between the issuance date of June 24, 2026 and June 30, 2026 due to the short period

between issuance and the reporting date and the absence of any triggering conversion or settlement event during that period.

The following

table presents a summary of the changes in the fair value of the Company’s Level 3 liabilities:

Balance as of December 31, 2025

$ -

Issuance of SAFEs

7,214

Change in fair value during the period

Balance as of June 30, 2026

$ 7,214

The carrying amounts

of the Company’s financial instruments, including cash, prepaid and other current assets, trade accounts payable, and accrued expenses

and other current liabilities, approximate fair value due to their short maturities. None of the Company’s non-financial assets

or liabilities are recorded at fair value on a non-recurring basis. There are uncertainties on the fair value measurement of the instrument

classified under Level 3 due to the use of unobservable inputs and interrelationships between these unobservable inputs, which could result

in higher or lower fair value measurements.

6. Preferred Stock

March 2026, the Company entered into a Preferred Shares Investment Agreement (the “Investment Agreement”) with certain purchasers,

relating to the issuance and sale by the Company of up to 6,865,323 preferred shares, par value $0.01 per share (the “Preferred Shares”),

at a purchase price of $2.184892 per share, for aggregate proceeds of up to $15.0 million.

The

Company completed the initial closing under the Investment Agreement, issuing and selling 3,661,504 Preferred Shares for aggregate gross

proceeds of approximately $8.0 million.

connection with the issuance of the Preferred Shares, the Company incurred direct and incremental expenses of $42 thousand, comprised

primarily of legal fees, which were recorded as a reduction of additional paid-in capital.

The

Company evaluated the Preferred Shares under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging,

and determined that the Preferred Shares are not required to be classified as a liability and that no embedded features require bifurcation

and separate accounting as derivative instruments. The Preferred Shares are not redeemable at a fixed or determinable date, at the option

of the holders, or upon the occurrence of an event outside the Company’s control, and accordingly are classified within permanent equity.

The

holders of the Preferred Stock have the following rights and preferences:

Voting

Each

Preferred Share entitles the holder to receive notice of, attend, and vote at any general meeting of the Company. However, holders of

Preferred Shares are not entitled to vote at any meeting of Members (as defined in the Companies Act of the Cayman Islands). Additionally,

approval from holders of a majority of the Preferred Shares, voting separately as a class, is required for certain matters, including

actions that adversely affect the Preferred Shares, to issue senior or pari passu shares, to liquidate or wind up the Company, to complete

a merger or sale of substantially all assets, or to change the authorized number of Preferred Shares.

F-10

Redemption

The

Preferred Shares are perpetual instruments with no stated maturity date. The holders have no right to require the Company to redeem or

repurchase the Preferred Shares, and the Preferred Shares contain no mandatory redemption provision.

Dividends

The

holders of Preferred Shares participate pro rata with the Ordinary Shares in any dividends or distributions, if and when declared by the

Board. No dividends were declared or paid on the Preferred Shares during the six months ended June 30, 2026.

Liquidation

the event of a liquidation, dissolution, or winding up of the Company (whether voluntary or involuntary), holders of Preferred Shares

are entitled to receive, in priority to holders of Ordinary Shares, the Liquidation Preference, equal to the original issue price paid

for each Preferred Share plus any declared but unpaid dividends.

7. Stock Based Compensation

On June 9, 2017,

the Company adopted the 2017 Stock Plan (the “2017 Plan”). The 2017 Plan, as amended, provides for the issuance of up to 3,458,090

shares of common stock to employees, officers, directors, consultants, and advisors in the

form of non-qualified and incentive stock options, unvested stock awards, and other stock-based awards. At June 30, 2026, there were 1,131,009

shares of common stock available for issuance under the 2017 Plan.

The following table summarizes the stock option activity

under the 2017 Plan:

Stock

Options

Weighted

Average

Exercise Price

Weighted

Average

Remaining Life

(in Years)

Balance as of December 31, 2025

143,811

$ 29.58

6.95

Granted

2,225,281

$ 0.02

Forfeited

(1,036 )

$ 33.00

Expired

(40,975 )

$ 28.26

Balance as of June 30, 2026

2,327,081

$ 1.33

9.73

Stock options unvested as of June 30, 2026

1,708,060

$ 0.02

9.87

Stock options exercisable as of June 30, 2026

619,021

$ 4.95

9.35

The weighted-average

grant-date fair value of stock options granted during the six months ended June 30, 2026 was $0.08 per option and was nominal during the

six months ended June 30, 2025. There was $139 thousand of unrecognized stock-based compensation expense related to unvested stock options

as of June 30, 2026, which will be recognized over a weighted-average period of 3.6 years.

During the six

months ended June 30, 2026 and 2025, the Company granted 2,225,281 and 60,370 options, respectively. There were no options exercised during

the six months ended June 30, 2026 and 2025.

Stock-based compensation expense

The following

table shows the allocation of stock-based compensation expense related to the Company’s stock-based awards (in thousands):

Six Months Ended June 30,

2026

2025

Research and development

$ 74

$ 47

General and administrative

Total stock-based compensation

$ 79

$ 62

F-11

The following

table shows the valuation assumptions used in determining the fair value of employee stock options:

Six Months Ended

June 30,

2026

Risk-free interest rate

4.2% - 4.4 %

Expected term (in years)

5.4 - 6.0

Expected dividend yield

0.0 %

Expected volatility of underlying common stock

88.9% - 91.0 %

8. Income Taxes

The Company’s tax

provision and the resulting effective tax rate for interim periods is determined based upon its estimate annual effective tax rate adjusted

for the effect of discrete items arising in that quarter. The provision for income taxes primarily consists of U.S. federal, Massachusetts,

and Suzhou and several other foreign countries.

For the six months

ended June 30, 2026, the Company recorded an income tax expense of $87 thousand resulting in an effective tax rate of (2.65)%. For the

six months ended June 30, 2025, the Company recorded an income tax expense of $66 thousand. The effective tax rate for the six months

ended June 30, 2025, was (6.01)%.

The change in the

effective tax rate from (6.01)% for the six months ended June 30, 2025 to (2.65)% for the six months ended June 30, 2026 primarily relates

to the Increase in uncertain tax position activity related to the Suzhou entity and higher overall pre-tax losses, compared to 2025.

In December 2023, the FASB

issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income

taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company early adopted ASU 2023-09 effective January

1, 2025 on a retrospective basis. The ASU did not have a material impact on the Company’s financial statements.

On July 4, 2025,

the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent

extension of certain expiring provisions of the Tax Cuts and Jobs Act, modification to the international tax framework and the restoration

of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective

in 2025 and other implemented through 2027. The new legislation has not had a material impact to the Company’s financial statements.

9. Leases

Operating leases

The Company leases

offices under various non-cancelable leases that expire at various dates. Under certain leases, the Company is responsible for expenses

related to operations, maintenance, repairs, and management fees that are accounted for as operating leases.

Rent expense for

the six months ended June 30, 2026 and 2025 totaled $16 thousand and $15 thousand, respectively.

The Company’s

operating leases for its equipment and specialized spaces for company equipment have terms expiring at various dates through April 2027.

Certain lease arrangements include renewal options and rights of first refusal for the lessee to purchase the applicable property.

Right-of-use assets

and lease liabilities for operating leases were recorded in the condensed consolidated balance sheets as follows (in thousands):

June 30,

December 31,

2026

2025

Operating leases:

Operating lease right-of-use asset

$ 25

$ 38

Lease liabilities - current

$ 28

$ 31

Operating lease liabilities, net of current portion

$ -

$ 11

F-12

The weighted-average

remaining lease term for operating leases was 0.8 years and 1.3 years as of June 30, 2026, and December 31, 2025, respectively.

The weighted-average discount rate was 12.58% as of June 30, 2026, and December 31, 2025, respectively.

Supplemental cash

flow information related to leases was as follows (in thousands):

June 30,

2026

2025

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$ 18

$ 17

Future minimum

lease payments under non-cancelable operating leases as of June 30, 2026, are as follows:

Remainder of 2026

$ 19

2027

Total minimum lease payments

$ 30

Less: imputed interest

(2 )

Total future minimum operating lease obligations

$ 28

10. Debt and Asset Acquisition - Mach5 Therapeutics,

Inc.

Debt

In November and

December 2025, the Company entered into a secured senior promissory note with Mach5 Therapeutics, Inc. (“Mach5”) pursuant to

which the Company borrowed an aggregate of $600 thousand. The note bears interest at 5% per annum and was scheduled to mature on January

15, 2026. The note was amended on January 20, 2026 to increase the outstanding principal balance by $675 thousand, resulting in total

borrowings by the Company of $1.275 million, and to extend the contractual maturity date to January 30, 2026. Under the terms of the note,

if the contemplated acquisition of Mach5 by the Company or one of its affiliates was consummated, the outstanding principal balance, accrued

interest, and other amounts due under the note would be considered paid in full at the closing of the acquisition. Concurrently with the

closing of the asset acquisition, the preexisting loan was effectively settled. Consistent with ASC 470-50, Debt - Modification and

Extinguishments, the Company evaluated the difference between the fair value of note and the net carrying amount of the settled note

to determine if an extinguishment gain or loss should be recorded. The fair value of the note was determined as of March 17, 2026, the

date of the Acquisition and the date on which the note became due and payable in full under its terms. As the valuation and settlement

dates are the same, no discount for time value or credit risk applied. The fair value of the note was $1.288 million comprised of outstanding

principal and accrued interest, which was equal to the net carrying amount of the extinguished note, so no gain or loss was recorded.

The settlement of the preexisting note was presented separately from the total costs to acquire the assets.

Asset Acquisition

On March 17, 2026,

the Company acquired 100% of the outstanding equity interests of Mach5 in exchange for 10,676,470 shares of the Company’s common stock.

The fair value of the common shares issued represented total consideration transferred of $961 thousand. Under ASC 805, the Company determined

that it was the accounting acquirer. The Company evaluated the transaction under ASC 805 and determined substantially all of the fair

value of the assets acquired were concentrated in a single asset, the in-process research and development related to Mach5’s only

drug candidate. Accordingly, the transaction was accounted for as an asset acquisition.

The purchase price,

including transaction costs of $243 thousand, were allocated to the assets acquired based on their relative fair values as a percentage

of the total fair value of the assets acquired, with no goodwill recognized. Substantially all of the fair value of the gross assets acquired

was attributable to acquired IPR&D. The Company determined that the acquired IPR&D had no alternative future use and therefore

expensed $139 thousand as a component of in-process research and development expense during the six months ended June 30, 2026.

F-13

The total fair

value of consideration transferred was as follows (in thousands):

Consideration transferred

$ 961

Transaction costs incurred

243

$ 1,204

The total fair

value of identifiable assets acquired, liabilities assumed, and settlement of pre-existing note payable was as follows (in thousands):

Cash

$ 61

Acquired in-process research and development

139

Accounts payable and accrued liabilities

(284 )

Settlement of note payable to Mach5, at fair value

1,288

$ 1,204

11. Related Parties

Management

and Founder Incentive Agreement

In December 2024,

the Company entered into a Management and Founder Incentive Agreement with Kira KMF Company LLC (“KMF”), an entity owned and

controlled by certain members of the Company’s management and founders. Pursuant to the agreement, KMF agreed to provide funding of $25,000

per month from January 2025 through June 2025 to support certain employee related costs and facilitate the continued provision of services

by members of management while the Company pursued strategic business development opportunities. In exchange, KMF may be entitled to receive

contingent fees based on proceeds received from certain qualifying transactions, including asset sales, licensing transactions, business

combinations, or similar strategic transactions.

During the six

months ended June 30, 2025, the Company obtained funding proceeds of approximately $108 thousand from KMF, which were recorded within

additional paid in capital. On July 1, 2025, the agreement was mutually terminated as KMF did not provide the funding payment for the

full term as a qualifying transaction was not likely to occur and no liabilities or obligations were owed by either party. At the time

the agreement was terminated, no contingent fees had been earned or paid.

Share Activity

In March 2026,

certain existing shareholders of the Company surrendered to the Company, for no consideration, a total of 269,171 ordinary shares. These

shares were surrendered by the holders for no consideration and were immediately cancelled upon surrender to the Company.

In May 2026, the

Company settled outstanding obligations to members of its Board of Directors and Scientific Advisory Board related to services rendered

through March 31, 2026. As of December 31, 2025, the Company had accrued $92 thousand and $300 thousand for services performed through

December 31, 2025, which are within accrued expenses and other current liabilities in the Company’s consolidated balance sheets as accrued

general and administrative expenses and accrued research and development expenses, respectively. Upon settlement, the aggregate amounts

due to members of the Company’s Board of Directors and Scientific Advisory Board of $108 thousand and $350 thousand, respectively, were

settled through the issuance of 49,583 and 160,191 ordinary shares, together with cash payments of $1 thousand and $3 thousand, respectively.

F-14

Prepaid Employee Compensation

In March 2026, the

Company entered into forgivable loan arrangements totaling $539 thousand with certain members of management as a retention

incentive. The arrangements are retention-based compensation arrangements structured as forgivable loans and are subject to

forgiveness upon continued employment through January 15, 2027. The Company accounts for the arrangements as compensation and

recognizes compensation expense on a straight-line basis over the requisite service period. During the six months ended June 30,

2026, the Company recognized approximately $161 thousand of research and development expense and $19 thousand of general and

administrative expense related to the arrangements, including accrued employer payroll taxes. As of June 30, 2026, approximately

$372 thousand remained outstanding under the arrangements and was included in prepaid expenses and other current assets on the

condensed consolidated balance sheet.

12. Subsequent Events

The Company has

evaluated subsequent events through October 1, 2026, the date that the financial statements were available to be issued.

Mirador License

Agreement

On July 13, 2026,

the Company entered into a License Agreement with Mirador Therapeutics, Inc. pursuant to which the Company granted Mirador an exclusive

worldwide license to develop, manufacture and commercialize products containing the Company’s proprietary anti-C5a antibody (KP301) and

anti-C5aR small molecule compound (KP402). Under the agreement, the Company is entitled to receive

a (i) $12.0 million upfront payment and (ii) $8.0 million upon delivery of drug substance and compound to Mirador, and may receive up

to $458.5 million in development, regulatory and commercial milestone payments, as well as tiered royalties on future net sales of licensed

products.

Jasper Agreement

and Plan of Merger and Private Placement and Securities Purchase Agreement

On July 16, 2026, the

Company was acquired by Jasper Therapeutics, Inc. pursuant to a merger transaction in which the Company became a wholly owned

subsidiary of Jasper. In connection with the merger, the Company’s equity holders received 5,195,009 shares of Jasper common

stock and 4,644,977 shares of Jasper non-voting convertible preferred stock, each convertible into 61 shares of common stock,

subject to certain conditions. Concurrently with the merger, Jasper completed a private placement financing pursuant to which it

through the sale of approximately 4.7 million shares of non-voting convertible preferred stock for gross proceeds of approximately

$132 million. Jasper has agreed to seek a stockholder vote to convert the Non-Voting Convertible Preferred Stock within 120

days from the closing of the merger. In addition, in the event the Company is unable to obtain stockholder approval of the

conversion of the Non-Voting Convertible Preferred Stock within 12 months of the closing of the Merger, holders have the right to

require the Company to repurchase the Non-Voting Convertible Preferred Stock at the then current fair market value. Jasper

Therapeutics, Inc will be determined to be the accounting acquirer and this acquisition will be accounted for in subsequent periods

as an asset acquisition.

F-15

EX-99.3

Filename: ea030686001ex99-3.htm · Sequence: 5

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 Agreent”). 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

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v3.26.3

Cover

Jul. 16, 2026

Document Type

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Amendment Flag

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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.

This Current Report on

Form 8-K/A amends 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 pursuant to Items

9.01(a)(3) and (b)(2) of Form 8-K.

Document Period End Date

Jul. 16, 2026

Entity File Number

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Entity Registrant Name

JASPER THERAPEUTICS, INC.

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Entity Incorporation, State or Country Code

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