Jasper Therapeutics, Inc.

These forward-looking statements include statements regarding: our expectations for the Board and management team; our ability to meet with Nasdaq’s initial listing standards; the potential benefits of the proposals; and the Company’s ability to realize the anticipated benefits of the Merger.

These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this Proxy Statement, even if new information becomes available in the future. You should refer to the Risk Factors section of this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026 (the “Annual Report”), for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements.

NOTE REGARDING THE REVERSE STOCK SPLIT AND SHARE AMOUNTS

At September Special Meeting, the Company’s stockholders approved an amendment to the Certificate of Incorporation, to effect, in the sole discretion of the Board at any time on or before December 31, 2026, a reverse stock split of our 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 (the “Reverse Stock Split Amendment”). As of the date of this Proxy Statement, the Board has not effected the Reverse Stock Split or selected a ratio.

At the September Special Meeting, stockholders also approved an amendment to the Certificate of Incorporation to effect, in the sole discretion of the Board at any time prior to the filing such amendment, an increase in the number of authorized shares of Common Stock from 490,000,000 to 675,000,000 (the “Authorized Shares Amendment”). The Board has not filed or otherwise effected the Authorized Shares Amendment, though it reserves the right to do so if it determines that doing so is in the best interests of the Company and its stockholders.

Unless otherwise indicated, all references to Common Stock, warrants, options, share data, per-share data and related information in this Proxy Statement have not been adjusted to reflect the Reverse Stock Split. The Reverse Stock Split would not change the number of authorized shares of Common Stock or preferred stock. Because the Reverse Stock Split would apply only to Common Stock, share counts of Preferred Stock would be unchanged, although the Conversion Ratio (as defined under “Description of the Transactions”) would be adjusted proportionately pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Non-Voting Convertible Preferred Stock (the “Certificate of Designation”). Except for adjustments resulting from the treatment of fractional shares, the Reverse Stock Split, if effected, would not change any stockholder’s percentage ownership of the Company, because all share counts would be reduced proportionately.