Jasper Therapeutics, Inc.

DEF 14A 1 ea0302959-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on September 30, 2026

Dear Stockholders of Jasper Therapeutics, Inc.:

We cordially invite you to attend a special meeting of stockholders (the “Special Meeting”) of Jasper Therapeutics, Inc., a Delaware corporation (the “Company” or “Jasper”), which will be held virtually on September 30, 2026 at 10:00 a.m. Pacific Time via live audio webcast on the Internet athttps://www.cstproxy.com/jaspertherapeutics/sm2026, for the following purposes, as more fully described in the accompanying proxy statement:

(1) To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board of Directors of the Company (the “Board”) at any time on or before December 31, 2026, a reverse stock split of the Company’s voting common stock, $0.0001 par value per share (the “Common Stock”), at a ratio to be determined by the Board within a range of 1-for-15 to 1-for-35 (or any number in between), without reducing the authorized number of shares of the Common Stock, and without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”);

(2) To approve an amendment to the Certificate of Incorporation to increase the total number of authorized shares of Common Stock from 490,000,000 shares to 675,000,000 shares (the “Authorized Share Increase Proposal”); and

(3) To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal or the Authorized Share Increase Proposal.

In order to provide expanded access to our stockholders, the Board has determined to hold a live audio webcast in lieu of an in-person meeting. You will be able to vote and submit your questions during the meeting at https://www.cstproxy.com/jaspertherapeutics/sm2026. The virtual-only approach also lowers costs and aligns with our broader sustainability goals. Although no physical in-person meeting will be held, we designed the format of the Special Meeting to ensure that our stockholders of record who attend the Special Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting. As always, we encourage you to vote your shares prior to the Special Meeting either by Internet or by proxy card to help make this meeting format as efficient as possible.

The Board has fixed the close of business on August 10, 2026 as the record date for the Special Meeting. Only stockholders of record on August 10, 2026 are entitled to notice of and to vote at the Special Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about September 9, 2026, we will mail to our stockholders of record our proxy statement for the Special Meeting (the “Proxy Statement”) and the accompanying proxy card. The Proxy Statement can be accessed directly at the following Internet address: https://www.cstproxy.com/jaspertherapeutics/sm2026. All you have to do is enter the control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting, we urge you to submit your vote via the Internet or mail as soon as possible to ensure that your shares are represented. For additional instructions on voting by the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares at the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.

If you have any questions or need assistance voting your shares, please contact:

Alliance Advisors, LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

Shareholders Call Toll-Free: 1-866-206-8305

Email: JSPR@allianceadvisors.com

Jasper Therapeutics, Inc.

Attention: Corporate Secretary

(650) 549-1400

IR@jaspertherapeutics.com

We appreciate your continued support of Jasper.

By order of the Board of Directors,

/s/ Jeet Mahal

Jeet Mahal

President, Chief Executive Officer and Director

Redwood City, CA