Current Report Filing (8-k)
March 11 2022 - 4:02PM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March
7, 2022
JASPER
THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-39138 |
|
84-2984849 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2200 Bridge Pkwy Suite #102
Redwood City, California 94065
(Address of Principal Executive Offices) (Zip Code)
(650) 549-1400
Registrant’s telephone number, including area code
N/A
(Former Name, or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
(Title of each class) |
|
(Trading Symbol) |
|
(Name of exchange on which registered) |
Voting
Common Stock, par value $0.0001 per share |
|
JSPR |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50 |
|
JSPRW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2022, in connection with the appointment of Ronald Martell as the President
and Chief Executive Officer of Jasper Therapeutics, Inc. (the “Company”), William Lis and the Company entered into a Service
Agreement, effective March 15, 2022 (the “Agreement”). Pursuant to the Agreement, Mr. Lis’ employment with
the Company will terminate as of March 15, 2022, at which time, Mr. Lis will continue serving as a Class III director of the
Company and will commence serving as a non-employee Chairperson of the Company’s Board of Directors (the “Board”). Mr.
Lis’ service as Chairperson will be for an initial period of 12 months, which term may be extended by mutual agreement of Mr. Lis
and the Company. During the period of Mr. Lis’ service as Chairperson of the Board, Mr. Lis will be paid, in equal monthly installments,
an annual fee of $250,000 (the “Annual Fee”).
The Agreement further provides that for the period commencing on the termination
of Mr. Lis’ service on the Board (the “Final Board Date”) through the later to occur of (a) 12 months after the Final
Board Date or (b) March 15, 2024, Mr. Lis will provide consulting services to the Company, for which Mr. Lis will be paid a monthly consulting
fee equal to $12,250 (the “Monthly Fee”).
The Agreement provides that Mr. Lis, subject to approval by the Board or the Compensation
Committee thereof, will be granted an option to purchase 100,000 shares of the Company’s voting common stock (the “Option”),
measured as of the date of grant. The Option will vest over twelve months, commencing on March 15, 2022, in 12 substantially equal monthly
installments, subject in each case to Mr. Lis’ 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.
Mr. Lis’ outstanding equity awards, including the Option, will continue to
vest in accordance with the terms and conditions of the applicable award agreement governing each equity award. In addition, the Agreement
provides that if Mr. Lis’ service to the Company is terminated by the Company without “Cause” (as defined in the Agreement),
then Mr. Lis shall be entitled to receive installments of the Annual Fee through the end of the then-applicable term, minus any amounts
of the Monthly Fee payable for any particular month, and the Option shall vest in full. Mr. Lis will no longer participate in the Company’s
Employee Severance Plan for Vice Presidents and Executive Committee Members and the employment agreement, dated September 24, 2021, by
and between the Company and Mr. Lis will terminate, effective March 15, 2022.
Mr. Lis will be paid the Annual Fee and granted the Option in lieu of any cash
retainers, any “Initial Awards”, any “Appointment Awards” or any “Annual Awards” pursuant to the Company’s
non-employee director compensation policy that was adopted by the Board on October 25, 2021 (as
each such term is defined therein), unless otherwise determined by the Board or the Compensation Committee.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
JASPER
THERAPEUTICS, INC. |
|
|
Date:
March 11, 2022 |
By: |
/s/
Jeet Mahal |
|
|
Jeet Mahal |
|
|
Chief Financial
Officer, Chief Business Officer and Corporate Secretary |
2
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