Jasper Therapeutics, Inc. (Form: 8-K, Received: 01/07/2026 16:35:30)

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): January 2, 2026

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 ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00	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.

Departure of Chief Executive Officer and President

On January 2, 2026, the Board of Directors (the “Board”) of Jasper Therapeutics, Inc. (the “Company”) determined that, effective January 5, 2026, Ron Martell would cease serving as the Company’s Chief Executive Officer and President. Pursuant to the Amended and Restated Employment Agreement, dated as of June 10, 2024, between the Company and Mr. Martell (the “Martell Employment Agreement”), Mr. Martell’s departure from the Company constitutes a termination without Cause (as defined in the Martell Employment Agreement), and, in accordance therewith, subject to Mr. Martell executing a release in favor of the Company in a form agreed to by the Company, Mr. Martell will be entitled to receive an amount equal to 18 months of his base salary, payable in accordance with the Company’s payroll cycle, and the Company shall pay COBRA premiums for Mr. Martell and his covered dependents for a period of up to 18 months.

Pursuant to the Martell Employment Agreement, on January 5, 2026 concurrently with Mr. Martell’s departure as the Company’s Chief Executive Officer and President, he automatically resigned from the Board. The resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Chief Executive Officer and President

Effective January 5, 2026, the Board also appointed Jeet Mahal, the Company’s current Chief Operating Officer, as the Company’s Chief Executive Officer and President. Mr. Mahal will serve as the Company’s principal executive officer. Concurrently with Mr. Mahal’s appointment as the Company’s Chief Executive Officer and President, he was also appointed as a Class III director of the Board.

The Company previously entered into an amended and restated employment agreement with Mr. Mahal, dated June 10, 2024 (the “Mahal Employment Agreement”). The Mahal Employment Agreement will continue to govern the terms of Mr. Mahal’s employment with the Company and a description thereof is set forth in the section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 19, 2025 (the “2025 Proxy Statement”) titled “Executive Compensation—Employment and Other Arrangements with Named Executive Officers—Jeet Mahal” and incorporated herein by reference. In connection with Mr. Mahal’s appointment as the Company’s Chief Executive Officer and President, Mr. Mahal’s annualized salary was increased to $600,000 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, and he may receive future market-based equity awards and a discretionary cash payment, in each case at the discretion of the Compensation Committee of the Board. Mr. Mahal’s employment is on an “at will” basis.

Mr. Mahal’s biographical information is set forth in the section of the 2025 Proxy Statement titled “Executive Officers”, and such information is incorporated herein by reference. There are no family relationships between Mr. Mahal and any director or executive officer of the Company, and he was not selected by the Board to serve as Chief Executive Officer and President pursuant to any arrangement or understanding with any person. Mr. Mahal has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Appointment of Thomas Wiggans as Executive Chair

Effective January 5, 2026, the Board appointed Thomas G. Wiggans, current Chairperson of the Board, as the Company’s Executive Chair. Mr. Wiggans’ biographical information is set forth in the section of the 2025 Proxy Statement titled “Board of Directors and Corporate Governance—Continuing Directors”, and such information is incorporated herein by reference. There are no family relationships between Mr. Wiggans and any director or executive officer of the Company, and he was not selected by the Board to serve as Executive Chair pursuant to any arrangement or understanding with any person. Mr. Wiggans has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On January 7, 2026, the Company issued a press release announcing the appointment of Mr. Mahal as the Company’s Chief Executive Officer and member of the Board and the appointment of Mr. Wiggans as Executive Chair. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number		Description

99.1		Press Release, dated January 7, 2026.

104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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: January 7, 2026	By:	/s/ Jeet Mahal
		Name: Jeet Mahal
		Title: Chief Executive Officer

Exhibit 99.1

Jasper Therapeutics Appoints Jeet Mahal as Chief Executive Officer to Lead Next Phase of Clinical Growth

Thomas Wiggans appointed Executive Chairperson

Jasper to host an investor webinar on January 8^th at 8:00am ET to present updated data

from the BEACON study in CSU and the open-label extension study in CSU and CIndU

REDWOOD CITY, Calif., January 7, 2026 (GLOBE NEWSWIRE) – Jasper Therapeutics, Inc. (Nasdaq: JSPR) (Jasper or the Company), a clinical stage biotechnology company focused on development of briquilimab, a novel antibody therapy targeting KIT (CD117) to address mast cell driven diseases such as chronic spontaneous urticaria (CSU), chronic inducible urticaria (CIndU) and asthma, announced that its Board of Directors has appointed Jeet Mahal as Chief Executive Officer and a member of the Board, effective January 5, 2026. Mr. Mahal succeeds Ronald Martell, who is stepping down after joining the Company as CEO in 2022. In addition, Thomas Wiggans, the current Chairperson of Company’s Board of Directors, was appointed as the Company’s Executive Chairperson.

“As we prepare to commence the registrational program for briquilimab in CSU, we are very excited to have Jeet stepping into the CEO role as a proven leader with a track record of developing therapeutics and leading biotech companies through the complex transition from early-stage development to pivotal global clinical trials,” said Mr. Wiggans, Executive Chairperson of Jasper’s Board of Directors. “We are grateful to Ron for his leadership in pivoting development of briquilimab to a focus on mast cell driven diseases, and appreciate his support through this transition. As we prepare for the next chapter of our lead programs, Jeet’s strategic vision and deep experience in therapeutic development make him an ideal person to drive value for our stockholders and, most importantly, for the patients we serve.”

Mr. Mahal brings over thirty years of experience in the life sciences industry, including more than six years at Jasper where he has held roles as Chief Business and Financial Officer, and most recently as the Chief Operating Officer. Mr. Mahal previously held senior leadership roles in business development, commercial and operating roles at Portola Pharmaceuticals, Johnson and Johnson and COR Therapeutics, and has led or contributed to development and/or strategic partnerships for a number of approved therapeutics, including Andexxa^®, Bevyxxa^®, and Xarelto^®.

“I am grateful to be asked to lead Jasper at such an exciting inflection point,” said Mr. Mahal. “Briquilimab has demonstrated the potential for a compelling and differentiated profile in both CSU and CIndU, along with proof of concept in asthma, and as we commence the transition to our Phase 2b study in CSU, my immediate focus will be on ensuring the efficient completion of our current studies as well as laying the groundwork for future development of briquilimab.”

Mr. Martell led Jasper through its transition into allergic and immunological mast cell driven diseases, establishing clinical proof of concept for briquilimab in CSU, CindU and allergic asthma.

“It has been a privilege to lead this talented team,” said Mr. Martell. “I am immensely proud of the science we have advanced and the foundation we have built. I look forward to supporting Jeet during this transition and to continuing to be an advocate for the company’s success.”

Investor Webinar to Present Updated Data from BEACON and Open-Label Extension Studies

Jasper also announced that the Company will host a webinar tomorrow, January 8, 2026 at 8:00 a.m. ET to present updated data from the BEACON study in CSU as well as the open-label extension study in CSU and CIndU. A live question and answer session will follow the formal presentation. A registration link for the webinar can be found here.

The presentation slides and a link to the live and archived webcast will also be available on the Events & News – Events page of Jasper’s Investor Relations website.

About Jasper

Jasper is a clinical-stage biotechnology company focused on developing briquilimab as a therapeutic for chronic mast cell diseases. Briquilimab is a targeted aglycosylated monoclonal antibody that blocks stem cell factor from binding to the cell-surface receptor KIT, thereby inhibiting signaling through the receptor. This inhibition disrupts the critical survival signal, leading to the depletion of the mast cells via apoptosis which removes the underlying source of the inflammatory response in mast cell driven diseases such as chronic urticaria and asthma. Jasper is currently conducting clinical studies of briquilimab as a treatment in patients with CSU, CIndU and asthma. Briquilimab has a demonstrated efficacy and safety profile in patients and healthy volunteers, with positive clinical outcomes in CSU, CIndU and allergic asthma. For more information, please visit us at www.jaspertx.com.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding management changes; briquilimab’s potential, including with respect to its potential in mast cell driven diseases such as CSU, CIndU, and asthma and its compelling and differentiated profile in both CSU and CIndU; the registrational program for briquilimab in CSU; the Company’s ability to drive value for its stockholders and the patients it serves; the efficient completion of the Company’s current studies; the Company’s and management’s ability to lay the groundwork for future development of briquilimab and Jasper’s upcoming presentation of updated data from the BEACON study in CSU as well as the open-label extension study in CSU and CIndU and the topics expected to be discussed during the webinar. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Jasper and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Many actual events and circumstances are beyond the control of Jasper. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, political and business conditions; the risk that the potential product candidates that Jasper develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; the risk that clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release; the risk that prior test, study and trial results may not be replicated in continuing or future studies and trials; the risk that Jasper may be unable to raise capital to continue its operations and continue the BEACON study; the risk that Jasper will be unable to successfully market or gain market acceptance of its product candidates; the risk that Jasper’s product candidates may not be beneficial to patients or successfully commercialized; patients’ willingness to try new therapies and the willingness of physicians to prescribe these therapies; the effects of competition on Jasper’s business; the risk that third parties on which Jasper depends for laboratory, clinical development, manufacturing and other critical services will fail to perform satisfactorily; the risk that Jasper’s business, operations, clinical development plans and timelines, and supply chain could be adversely affected by the effects of health epidemics; the risk that Jasper will be unable to obtain and maintain sufficient intellectual property protection for its investigational products or will infringe the intellectual property protection of others; and other risks and uncertainties indicated from time to time in Jasper’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q. If any of these risks materialize or Jasper’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Jasper may elect to update these forward-looking statements at some point in the future, Jasper specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Jasper’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts:

Alex Gray (investors)
Jasper Therapeutics
650-549-1454
agray@jaspertherapeutics.com

Joyce Allaire (investors)
LifeSci Advisors
617-435-6602
jallaire@lifesciadvisors.com

Media:
media@jaspertx.com