JSPR Jasper Therapeutics Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan

On March 14, 2022, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Jasper Therapeutics, Inc. (the “Company”) adopted the Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan (the “Plan”). The Plan will serve to advance the interests of the Company by providing a material inducement for the best available individuals to join the Company as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company.

The Plan provides for the grant of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. Awards under the Plan may only be granted to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. The maximum number of shares available for grant under the Plan is 3,000,000 shares of the Company’s voting common stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). The Plan is administered by the Compensation Committee and expires ten years from the date of effectiveness.

The Plan has not been and will not be approved by the Company’s stockholders. Awards under the Plan will be made pursuant to the exemption from Nasdaq stockholder approval requirements for equity compensation provided by Nasdaq Listing Rule 5635(c)(4), which permits Nasdaq listed companies to make inducement equity awards to new employees without first obtaining stockholder approval of the award.

The foregoing description of the Plan does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Inducement Grant to Chief Executive Officer

On February 28, 2022, the Company filed a Current Report on Form 8-K announcing the appointment of Ronald Martell as the Company’s President and Chief Executive Officer. The Company also announced that, subject to approval by the Board or the Compensation Committee thereof, Mr. Martell would be granted an option to purchase such number of shares of the Company’s voting common stock as is equal to 4.5% of the outstanding shares of the Company’s common stock (the “Option”), measured as of the date of grant.

On March 14, 2022, the Compensation Committee approved the grant of the Option to Mr. Martell. 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 grant date for the Option will be the date of or the date immediately following the filing by the Company of a Registration Statement on Form S-8 covering shares of common stock issuable pursuant to the Plan. The Option will be granted pursuant to the Plan pursuant to the exemption for Nasdaq stockholder approval requirements for equity compensation provided by Nasdaq Listing Rule 5635(c)(4).