Jasper Therapeutics, Inc.

PROPOSAL NO. 2

PIPE CONVERSION PROPOSAL

Overview

As described under “Description of the Transactions — PIPE Financing,” the Company entered into the Purchase Agreement on July 16, 2026 and agreed to issue the 4,655,951 shares of PIPE Preferred to the Investors in the Financing for an aggregate purchase price of $132,000,000, and the Financing closed on July 20, 2026. Without giving effect to the Beneficial Ownership Limitation, the PIPE Preferred is convertible into 284,013,011 shares of Common Stock on a pre-Reverse Stock Split basis. In this Proposal No. 2, we are asking stockholders to approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of Common Stock upon conversion of the PIPE Preferred issued to the Investors pursuant to the Purchase Agreement in the Financing.

Reasons for the PIPE Conversion Proposal

Nasdaq Listing Rule 5635(d) requires stockholder approval before a listed company issues, in a transaction other than a public offering, Common Stock or securities convertible into or exercisable for Common Stock equal to 20% or more of the Common Stock or voting power outstanding before the issuance at a price below the applicable Minimum Price (as defined in Nasdaq Listing Rule 5635(d)). The Minimum Price is the lower of (i) the Nasdaq Official Closing Price immediately preceding the signing of the binding agreement or (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the signing of the binding agreement.

Based on the $132,000,000 purchase price and 284,013,011 pre-Reverse Stock Split shares issuable upon conversion, the implied price per share of Common Stock issuable upon conversion is approximately $0.4648 before giving effect to any Reverse Stock Split. The Financing could result in the issuance of substantially more than 20% of the Company’s pre-issuance Common Stock, and the implied conversion price may be below the applicable Minimum Price. We are therefore seeking approval of this proposal to permit the issuance of Common Stock upon conversion of the 4,655,951 shares of PIPE Preferred.

Potential Effects of the PIPE Conversion Proposal

If this proposal is approved, and the applicable approvals described in Proposal No. 1 are obtained, the PIPE Preferred will be eligible to convert into Common Stock in accordance with the Certificate of Designation, subject to the Beneficial Ownership Limitation and the Conversion Ratio. Approval would permit the issuance of the Common Stock issuable upon conversion of the 4,655,951 shares of PIPE Preferred for purposes of Nasdaq Listing Rule 5635(d). The conversion would dilute the economic and voting interests of existing stockholders, although their percentage ownership immediately before the Reverse Stock Split would not be changed by the Reverse Stock Split itself.

If this proposal is not approved, the PIPE Preferred will remain outstanding and will not be convertible into Common Stock for purposes of the Nasdaq rules unless and until the required approval is obtained. The Company must continue to use reasonable best efforts to seek approval at subsequent annual or special meetings held at least every six months and, if approval is not obtained within the Extended Stockholder Approval Period, at additional meetings every 90 days thereafter. The continuing solicitation process would result in additional costs and delay, and the Fair Value cash-settlement remedy described in Proposal No. 1 could reduce cash available for operations.

Potential Anti-Takeover Effect

Although the issuance of additional shares of Common Stock could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of us with another company), the PIPE Conversion Proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to our Board and our stockholders.

Adjustment of the Conversion Ratio

Under the Certificate of Designation, if the Company combines outstanding Common Stock into a smaller number of shares, including by means of a reverse stock split, the Conversion Ratio is multiplied by a fraction whose numerator is the number of shares of Common Stock outstanding immediately after the event and whose denominator is the number of shares outstanding immediately before the event. The adjustment becomes effective immediately after the effective date of the combination. Each share of Preferred Stock is currently convertible into 61 shares of Common Stock. If the Reverse Stock Split is effected, each share of Preferred Stock would be convertible into between approximately 4.07 shares of Common Stock (assuming a 1-for-15 Reverse Stock Split) and approximately 1.74 shares of Common Stock (assuming a 1-for-35 Reverse Stock Split), in each case subject to the adjustment provisions of the Certificate of Designation.

Fractional Shares

No fractional shares of Common Stock will be issued upon conversion of Preferred Stock. Fractions otherwise issuable to a holder will be aggregated with all other fractions issuable to that holder. If a fraction remains after aggregation, the Conversion Ratio will be adjusted for that holder to produce the nearest whole number of shares, with all fractions rounded down.

Although none of our directors or executive officers purchased PIPE Preferred in the Financing, certain of our directors and executive officers have interests in this Proposal No. 2 as a result of it being one of the Required Company Stockholder Matters. See the section of this Proxy Statement titled “Proposal No. 1 — Merger Conversion Proposal — Interests of Certain Persons in the Proposal” for a description of such interests.

In addition, in connection with the execution of the Merger Agreement, the Company’s directors and officers, solely in their capacity as stockholders and representing approximately 1% of the pre-transaction shares of Common Stock outstanding, entered into Support Agreements pursuant to which they agreed to vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of Proposal Nos. 1, 2 and 3 at the Special Meeting, subject to and in accordance with the terms of the Support Agreements.

The approval of the PIPE Conversion Proposal requires the affirmative vote of a majority of the shares of our Common Stock present in person or by remote communication, if applicable, or represented by proxy at the Special Meeting and entitled to vote thereon. Stockholder abstentions are considered shares present and entitled to vote on this proposal and thus will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PIPE CONVERSION PROPOSAL, APPROVING, FOR PURPOSES OF NASDAQ LISTING RULE 5635(D), THE ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE 4,655,951 SHARES OF PIPE PREFERRED ISSUED TO THE INVESTORS PURSUANT TO THE PURCHASE AGREEMENT IN THE FINANCING.