Sec Form 3 Filing - Song Wenru @ Jasper Therapeutics, Inc. - 2026-07-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Song Wenru
2. Issuer Name and Ticker or Trading Symbol
Jasper Therapeutics, Inc. [ JSPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Head of R&D
(Last) (First) (Middle)
C/O JASPER THERAPEUTICS, INC., 2200 BRIDGE PKWY, SUITE #102
3. Date of Earliest Transaction (MM/DD/YY)
07/16/2026
(Street)
REDWOOD CITY, CA94065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Voting Common Stock 3,150 ( 7 ) I By 2019 WMML Revocable Trust
Non Voting Convertible Preferred Stock 2,816 ( 6 ) ( 7 ) I By 2019 WMML Revocable Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 2.72 ( 1 )( 2 )( 3 )( 6 ) ( 1 )( 2 )( 3 )( 6 ) Voting Common Stock 630 D
Stock Option (Right to Buy) $ 2.83 ( 1 )( 2 )( 4 )( 6 ) ( 1 )( 2 )( 4 )( 6 ) Voting Common Stock 1,973 D
Stock Option (Right to Buy) $ 3.59 ( 1 )( 2 )( 5 )( 6 ) ( 1 )( 2 )( 5 )( 6 ) Voting Common Stock 5,885 D
Stock Option (Right to Buy) $ 165.92 ( 1 )( 2 )( 3 )( 6 ) ( 1 )( 2 )( 3 )( 6 ) Non Voting Convertible Preferred Stock 563 D
Stock Option (Right to Buy) $ 172.63 ( 1 )( 2 )( 4 )( 6 ) ( 1 )( 2 )( 4 )( 6 ) Non Voting Convertible Preferred Stock 1,764 D
Stock Option (Right to Buy) $ 218.99 ( 1 )( 2 )( 5 )( 6 ) ( 1 )( 2 )( 5 )( 6 ) Non Voting Convertible Preferred Stock 5,262 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Song Wenru
C/O JASPER THERAPEUTICS, INC.
2200 BRIDGE PKWY, SUITE #102
REDWOOD CITY, CA94065
EVP, Head of R&D
Signatures
/s/ Herb Cross, as Attorney-in-Fact 07/22/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger by and among Kira Pharmaceuticals ("Kira"), Jasper Therapeutics, Inc. ("Jasper") and Kira Holdco Inc. ("Merger Sub"), a wholly owned subsidiary of Jasper, dated July 16, 2026 (the "Merger Agreement"), Kira merged with and into Merger Sub, with Merger Sub surviving (the "Merger"). Each option to purchase shares of Kira ordinary shares (each, a "Kira Option") that was outstanding and unexercised immediately prior to the closing of the Merger, whether or not vested, was converted into and became an option to purchase Jasper's voting common stock, par value $0.0001 per share ("Voting Common Stock") and shares of the Jasper Non-Voting Convertible Preferred Stock, par value $0.0001 ("Preferred Stock") pursuant to the terms and conditions of the Merger Agreement.
( 2 )The option is fully vested.
( 3 )Pursuant to the Merger Agreement, the Reporting Person received 630 options to purchase shares of Voting Common Stock and 563 options to purchase shares of Preferred Stock in exchange for 3,800 Kira Options.
( 4 )Pursuant to the Merger Agreement, the Reporting Person received 1,973 options to purchase shares of Voting Common Stock and 1,764 options to purchase shares of Preferred Stock in exchange for 11,900 Kira Options.
( 5 )Pursuant to the Merger Agreement, the Reporting Person received 5,885 options to purchase shares of Voting Common Stock and 5,262 options to purchase shares of Preferred Stock in exchange for 35,500 Kira Options.
( 6 )On the third business day following the receipt of stockholder approval of the conversion of the Preferred Stock, each share of preferred stock shall automatically convert into 61 shares of the Issuer's Voting Common Stock, subject to certain limitations, including that a holder of Preferred Stock is prohibited from converting shares of preferred stock into shares of Voting Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Voting Common Stock issued and outstanding immediately after giving effect to such conversion. The Preferred Stock has no expiration date.
( 7 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:
Exhibit 24 - Power of Attorney

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