Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 25, 2022, the Board of Directors (the “Board”) of Jasper Therapeutics, Inc. (the “Company”) appointed
Ronald Martell, age 60, as the Company’s President and Chief Executive Officer and as a Class III director of the Company, in each
case effective upon commencement of his employment with the Company, which is expected to be March 15, 2022. Upon commencement of his
appointment, Mr. Martell will assume the duties of the Company’s principal executive officer until his successor is duly appointed
and qualified, or until his earlier death, resignation or removal. Upon commencement of Mr. Martell’s employment with the Company,
William Lis, who is serving as President, Chief Executive Officer and Executive Chairman of the Board, will become the non-executive
Chairperson of the Board.
Mr.
Martell has more than 30 years’ experience building and managing unique businesses in the biotech industry. Prior to joining
the Company, Mr. Martell served as Chief Executive Officer, President, and a Director of MorphImmune, Inc. since April 2021. Prior to
joining MorphImmune, Inc., Mr. Martell served as the President and CEO of Nuvelution Pharma, Inc. from November 2019 to March 2021. He
has also served as Co-Founder and Executive Chairman of Indapta Therapeutics, Inc. since April 2017. Mr. Martell was the Co-Founder and
Executive Chairman of Orca Bio from January 2016 to June 2019 and the Co-Founder and CEO of Achieve Life Sciences, Inc. from March 2015
to December 2017, where he led the merger of the company with OncoGenex Pharmaceuticals, Inc. in August 2017. He served on the board
of directors of Plus Therapeutics, Inc. (previously Cytori Therapeutics, Inc.) (Nasdaq: PSTV) from December 2016 until December 2019.
He served as Chief Executive Officer of Sevion Therapeutics, Inc. from June 2014 to January 2015 and Executive Chairman of KaloBios Pharmaceuticals,
Inc. from February 2015 to October 2015. Prior to Sevion, Mr. Martell was President and CEO of NeurogesX, Inc. from January 2012 to July
2013 and sold the company’s assets to Acorda Therapeutics, Inc. Prior to NeurogesX, he was Chief Executive Officer of Poniard Pharmaceuticals,
Inc. from February 2010 to March 2013. Before joining Poniard, he served in the capacity of the Office of the CEO and as Senior
Vice President of Commercial Operations at ImClone Systems. Mr. Martell built ImClone Systems' Commercial Operations and field sales
force to market and commercialize Erbitux® with partners Bristol-Myers Squibb and Merck KGaA. Prior to joining ImClone Systems, Mr.
Martell worked for 10 years at Genentech, Inc. in a variety of positions, the last of which was Group Manager, Oncology Products. At
Genentech, he was responsible for the launch of Herceptin® for metastatic HER-2 positive breast cancer and Rituxan® for
non-Hodgkin’s lymphoma. Mr. Martell began his career at Roche Pharmaceuticals.
In
connection with his appointment, on February 25, 2022, Mr. Martell and the Company entered into an Employment Agreement, to be effective
no later than March 15, 2022 (the “Martell Employment Agreement”). Pursuant to the Martell Employment Agreement, Mr. Martell’s
initial annualized salary is $675,000, and he will be eligible to receive an annual performance bonus of up to 50% of his base salary.
His salary and performance bonus percentage may be adjusted in the future at the discretion of the Compensation Committee of the Company’s
Board. Mr. Martell’s employment will be on an “at will” basis.
There
are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company
and Mr. Martell.
In
connection with Mr. Martell’s appointment, the Martell Employment Agreement provides that Mr. Martell will, subject to approval
by the Board or the Compensation Committee thereof, be granted an option to purchase 4.5% of the outstanding shares of the Company’s
voting common stock (the “Option”), measured as of the date of grant. The Option will vest over four years, with 25% of the
total number of shares vesting on the one-year anniversary of the date of commencement of Mr. Martell’s employment with the Company
and 1/48th of the total number of shares subject to the Option vesting monthly thereafter, subject in each case to Mr. Martell’s
continued service to the Company on each vesting date. The Option is expected to be approved by the Board or the Compensation Committee
thereof and granted promptly following the Company’s filing of a Registration Statement on Form S-8 covering the issuance of shares
pursuant to one or more of the Company’s equity incentive plans. In addition, if the Company closes an equity financing of at least
$50 million after the date of commencement of Mr. Martell’s employment with the Company, then, promptly following the closing of
such financing, and subject to approval by the Board or the Compensation Committee thereof, Mr. Martell shall be granted an additional
option to purchase 1.0% of the outstanding shares of the Company’s voting common stock (the “True-Up Option”), measured
as of the date of grant. The True-Up Option will vest over four years, with 25% of the total number of shares vesting on the first anniversary
of the date of grant and 1/48th of the total number of shares subject to the Option vesting monthly thereafter, subject in each case
to Mr. Martell’s continued service to the Company on each vesting date.
In
addition, the Martell Employment Agreement provides that if Mr. Martell’s employment with the Company is terminated by the Company
without “Cause” or by Mr. Martell for “Good Reason” (as each term is defined in the Martell Employment Agreement),
then Mr. Martell shall be entitled to receive 18 months of his base salary, payable in accordance with the Company’s payroll cycle,
subject to Mr. Martell executing a release in favor of the Company.
In
connection with Mr. Martell’s appointment, the Company also entered into the Company’s standard indemnification agreement
with Mr. Martell, in the form filed by the Company as an exhibit to the Registration Statement on Form S-4/A filed with the Securities
and Exchange Commission on July 19, 2021.
The
foregoing description of the Martell Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Martell Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.