Current Report Filing (8-k)
30 October 2021 - 7:11AM
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2021-10-25
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2021-10-25
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2021-10-25
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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): October 25, 2021
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)
|
|
(I.R.S. Employer
Identification No.)
|
2200 Bridge Pkwy Suite #102
Redwood City, CA
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|
94065
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(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))
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|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which
registered
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Voting Common Stock,
par value $0.0001 per share
|
|
JSPR
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|
The
Nasdaq Stock Market LLC
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Redeemable Warrants,
each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50
|
|
JSPRW
|
|
The
Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 25, 2021, the Board of Directors (the “Board”) of Jasper Therapeutics, Inc. (the “Company”) adopted a
non-employee director compensation policy (the “Non-Employee Director Compensation Policy”). Pursuant to the Non-Employee
Director Compensation Policy, each non-employee director is eligible to receive annual cash retainers for his or her service on the Board
and the Board’s committees, as follows:
|
|
Annual
Retainer
|
|
Board of Directors (including Chairperson)
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$
|
40,000
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|
Board of Directors Chairperson
|
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$
|
30,000
|
|
Audit Committee Chairperson
|
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$
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15,000
|
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Audit Committee Member (excluding Chairperson)
|
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$
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7,500
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|
Compensation Committee Chairperson
|
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$
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10,000
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|
Compensation Committee Member (excluding Chairperson)
|
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$
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5,000
|
|
Nominating and Corporate Governance Committee Chairperson
|
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$
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8,000
|
|
Nominating and Corporate Governance Committee Member (excluding Chairperson)
|
|
$
|
4,000
|
|
All
cash retainers will be earned on a quarterly basis based on a calendar quarter, and, if applicable, will be prorated for the portion
of the calendar quarter during which such non-employee director actually serves on the Board or a committee thereof, and will be paid
in arrears no later than the 30th day following the end of each calendar quarter.
The
Non-Employee Director Compensation Policy also provides that the Company will reimburse reasonable expenses incurred by the non-employee
directors in connection with attendance at Board or committee meetings.
In
addition to cash fees, each current non-employee director will be granted a one-time stock option award to purchase a number of shares
of voting common stock of the Company (“Common Stock”) equal to 0.10% of the total number of shares of capital stock of the
Company outstanding on an as-converted to Common Stock basis on the date of grant, which will vest in three equal annual installments
over three years, subject to the director’s continued service through such vesting dates. These grants will be made to the Company’s
current non-employee directors as soon as administratively practicable following the effectiveness of the filing with the Securities
and Exchange Commission of the first Registration Statement on Form S-8 covering shares of Common Stock issuable pursuant to the Company’s
2021 Equity Incentive Plan (as may be amended or restated, the “2021 Plan”). Moreover, any new non-employee elected or appointed
to the Board will, upon his or her appointment to the Board, be granted a one-time stock option award to purchase a number of shares
of Common Stock equal to 0.10% of the total number of shares of capital stock of the Company outstanding on an as-converted to Common
Stock basis on the date of grant, which will vest in three equal annual installments over three years, subject to the director’s
continued service through such vesting dates.
The
Non-Employee Director Compensation Policy also provides that, on the date of each annual meeting of stockholders of the Company (each,
an “Annual Meeting”), each individual who is a non-employee director immediately prior to such Annual Meeting and who will
continue to serve as a non-employee director immediately following such Annual Meeting will be granted an annual stock option award to
purchase a number of shares of Common Stock equal to 0.05% of the total number of shares of capital stock of the Company outstanding
on an as-converted to Common Stock basis on the date of grant, which will vest in full upon the first anniversary of the date of the
grant, subject to the director’s continued service through such vesting date.
In
addition, each of the stock option awards granted pursuant to the Non-Employee Director Compensation Policy will vest in full as of immediately
prior to, and contingent upon, the occurrence of a Change in Control (as defined in the 2021 Plan), subject to the director’s continued
service through immediately prior to such Change in Control.
The
foregoing description of the Non-Employee Director Compensation Policy does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Non-Employee Director Compensation Policy, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
+
|
Indicates
a management contract or compensatory plan.
|
SIGNATURE
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 thereunto duly authorized.
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JASPER
THERAPEUTICS, INC.
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|
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Date: October 29, 2021
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By:
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/s/
Jeet Mahal
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Name:
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Jeet Mahal
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Title:
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Chief Financial Officer and
Chief
Business Officer
|
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