Jasper Therapeutics Announces Merger with Kira Pharmaceuticals (Form 8-K)

Jasper Therapeutics Announces Merger with Kira Pharmaceuticals

Combined company positioned to advance portfolio of biologic agents designed to improve outcomes in patients with numerous immunologically-driven disorders

Concurrent $132 million private investment with participation from leading life sciences investors and Mirador Therapeutics

Kira out-licenses KP-301, a long-acting anti-C5a monoclonal antibody, and KP-402, a small molecule C5a receptor antagonist, to Mirador Therapeutics, for $12 million upon signing and potential development and sales milestone payments

Combined financing and transactions expected to fund combined company operations through the second half of 2028, including multiple clinical milestones

REDWOOD CITY, Calif. and CAMBRIDGE, Mass., July 16, 2026 - Jasper Therapeutics, Inc. (Nasdaq: JSPR) ("Jasper" or the "Company"), today announced that Jasper has completed the acquisition of Kira Pharmaceuticals ("Kira"), a former Cayman limited company that was engaged in the design of complement therapies to treat immune-mediated diseases, in an all-stock transaction (together, the "Combined Company"). Concurrent with the acquisition, Jasper entered into a securities purchase agreement for the sale of non-voting convertible preferred stock (the "Preferred Stock") in a private placement transaction co-led by Affinity Asset Advisors and Ikarian Capital with participation from Affinity Asset Advisors, LLC, Ikarian Capital LLC, Columbia Threadneedle Investments, Sirenia Capital Management LP, Brahma Capital, Balyasny Asset Management, SilverArc Capital, Squadron Capital Management, Nazare Partners LP, and Mirador Therapeutics as well as other leading life sciences investors and certain members of Kira management. The private placement is expected to result in total gross proceeds of approximately $132 million. The proceeds from the private placement will be used to fund development of the Combined Company's pipeline through the second half of 2028. The Combined Company will focus on advancing a consolidated pipeline of potential best-in-class innovative therapies for immunologically-driven disorders, including KP-104, a potential best-in-class dual-complement inhibitor for the treatment of paroxysmal nocturnal hemoglobinuria (PNH) and high unmet need nephrology disorders, briquilimab, an anti-KIT antibody with broad therapeutic utility across multiple transplant and immunologic indications, and KP-701, a novel, dual-acting anti-CD79BxCD32B monoclonal antibody (mAb) for autoantibody-mediated disorders. The Combined Company will continue to trade on Nasdaq under the ticker symbol "JSPR."

The Combined Company's cash and cash equivalents balance at closing, including the proceeds from the private placement and out-licensing transaction, but excluding any milestone payments, is anticipated to fund the Combined Company's operations through the second half of 2028 and provide runway through key clinical milestones, including KP-104 Phase 2 results in potential renal disorders, an end-of-Phase 2 meeting with the U.S. Food and Drug Administration (FDA) to support the potential initiation of a Phase 3 study evaluating KP-104 for PNH, the advancement of briquilimab in Severe Combined Immunodeficiency (SCID) to a pre-Biologics License Application (BLA) meeting, and first-in-human data for KP-701.

"We are pleased to announce this transaction with Kira following a thorough evaluation of strategic alternatives. Kira has built a truly differentiated complement portfolio that includes dual MOA beyond single-pathway agents and long-acting complement inhibitors, reflecting the quality of their science and the deep expertise of their team. We are excited by the robust pipeline that this transaction creates, and are looking forward to advancing these important medicines for patients," said Jeet Mahal, President and Chief Executive Officer of Jasper.

"Today's announcement marks a transformative step for the product candidates that Kira has developed. As we advance as part of Jasper, our mission is to develop biologic agents designed to improve outcomes in patients suffering from numerous immunologically-driven disorders. We will leverage the Combined Company's management team with deep expertise in antibody drug development and support from leading life science investors," said Patrick Crutcher, MSc, formerly the Chairman of the Board of Kira. "In conjunction, the out-licensing of KP-301 and KP-402 to Mirador and their highly experienced team allows for the Combined Company to rapidly accelerate its potentially best-in-class portfolio toward significant value creating milestones, while also allowing for the development of these potentially best-in-class assets. With this strengthened foundation, and the synergies between our team and the Jasper team, we believe the Combined Company is exceptionally well-positioned to progress our portfolio of biologic agents targeting high-value immunology targets. We are now focused on executing on multiple upcoming clinical milestones that have the potential to impact patients in need of better therapeutic options."

Transaction Highlights:

About the Transaction

The acquisition of Kira was structured as a stock-for-stock transaction whereby all of Kira's outstanding equity interests were exchanged for a combination of shares of Jasper common stock and Preferred Stock. Subject to approval by Jasper's stockholders in accordance with Nasdaq listing rules, each share of Preferred Stock will automatically convert into 61 shares of Jasper common stock, subject to certain beneficial ownership limitations. Concurrently with the acquisition of Kira, Jasper entered into a securities purchase agreement pursuant to which Jasper agreed to sell approximately 4.7 million shares of Preferred Stock for an aggregate purchase price of approximately $132 million. The private placement is expected to close on July 20, 2026.

In connection with the acquisition of Kira, each holder of Jasper common stock as of immediately before the closing of the transaction will be entitled to a non-transferrable contingent value right ("CVR"). Holders of the CVR will be entitled to receive an aggregate of $30 million in payments related to Jasper obtaining a priority review voucher ("PRV") by December 31, 2028 for briquilimab, provided that such payments shall only be due upon the monetization of the CVR or in the event of an acquisition of the Combined Company subsequent to the receipt of the PRV.

The acquisition was approved by the Board of Directors of Jasper and the Board of Directors and shareholders of Kira. The approval of Jasper's stockholders is required, among other things, under the terms of the Preferred Stock in order for the Preferred Stock to be converted into shares of Jasper common stock, and Jasper is required to hold a stockholder meeting for such vote. As a result of the transactions, equityholders of Jasper immediately prior to the acquisition will own approximately 6.68% of Jasper's common stock, equityholders of Kira immediately prior to the acquisition will own approximately 49.86% of Jasper's common stock and investors in the private placement financing will own approximately 43.46% of Jasper's common stock, in each case, calculated on a fully-diluted, as-converted-to-common-basis (and without giving effect to any beneficial ownership limitations), and based on the implied equity values of Jasper and Kira. On an as-converted basis and after accounting for these transactions, the total number of shares of Jasper common stock outstanding would be approximately 653.6 million immediately after the closing of the transactions.