Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 20, 2023, the Board of Directors
(the “Board”) of Jasper Therapeutics, Inc. (the “Company”) appointed Scott Brun, M.D., as a Class I director of
the Company. Dr. Brun was also appointed to serve as Chairperson of the Company’s Research and Development Committee and as a member
of the Company’s Compensation Committee.
Dr. Brun, age 55, is currently President at Gold
Mast Consulting, LLC, an advisory firm he founded in 2019 to provide technical advice and strategic guidance related to biopharmaceutical
research and development, pipeline portfolio management, commercialization of new therapeutics and strategic communications related to
R&D activities. Dr. Brun serves as a Venture Partner at Abingworth LLP and a Senior Medical Advisor to Launch Therapeutics. Prior
to his current roles, Dr. Brun had two decades of experience in various leadership roles at AbbVie, Inc., including 15 years at the
predecessor company, Abbott Laboratories. The majority of his career has been focused on leading teams and clinical development organizations
across a broad variety of therapeutic areas including autoimmune, neurologic, and renal among others. He was most recently Corporate Vice
President of Scientific Affairs and Head of AbbVie Ventures, a corporate venture fund responsible for investment opportunities within
AbbVie’s R&D therapeutic areas as well as technology platforms of interest from March 2016 to March 2019. Previously, Dr. Brun
served as Corporate Vice President and Head of Pharmaceutical Development at AbbVie from November 2013 to March 2016. During his tenure
at AbbVie, Dr. Brun oversaw a global organization with responsibilities for AbbVie’s entire portfolio of early and late-stage
clinical pre-registration pipeline compounds as well as marketed compounds within oncology, neurology, immunology, renal, infectious
disease, and women’s and men’s health therapeutic areas. Prior to joining AbbVie, Dr. Brun spent over 15 years at Abbott
Laboratories, where he held positions of increasing leadership responsibility in drug development within the R&D organization. Dr. Brun
is a member of the boards of directors of Axial Biotherapeutics, Inc. and Trishula Therapeutics, Inc., both private, clinical-stage biopharmaceutical
companies, Forte Biosciences, Inc. (Nasdaq: FBRX), a preclinical-stage company focused on autoimmune diseases, and Cabaletta Bio, Inc.
(Nasdaq: CABA), a clinical-stage biotechnology company focused on the discovery and development of engineered T cell therapies for autoimmune
diseases. Previously, Dr. Brun served as a Senior Advisor to the business development team at Horizon Therapeutics plc (Nasdaq: HZNP)
from 2020 to 2023. Dr. Brun received his B.S. in Biochemistry from the University of Illinois at Urbana-Champaign and earned his
M.D. from the Johns Hopkins University School of Medicine. He completed his residency in ophthalmology at the Massachusetts Eye and Ear
Infirmary, Harvard Medical School.
In connection with his appointment to the Board,
in accordance with the Company’s Non-Employee Director Compensation Policy, which was filed as Exhibit 10.17 to the Company’s
Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2023 (as may be amended or restated from time
to time, the “Non-Employee Director Compensation Policy”), on June 20, 2023, the effective date of his appointment to the
Board, Dr. Brun is being granted an option to purchase 94,000 shares of the Company’s voting common stock, of which 25% of the total
number of shares subject to the option shall vest on the one year anniversary of the date of grant and 1/48th of the total number of shares
subject to the option shall vest monthly thereafter, in each case subject to Dr. Brun’s continuous service to the Company on and
through each applicable vesting date. The option will have an exercise price per share equal to the closing price of the Company’s
voting common stock on the date of grant. As a non-employee director, Dr. Brun will also be entitled to receive the Company’s standard
cash retainers for membership on the Board and any committees of the Board on which he may serve, as set forth in the Non-Employee Director
Compensation Policy.
The Company has also entered into an indemnification
agreement with Dr. Brun in the same form as its standard form of indemnity agreement with its other directors.
There are no family relationships between Dr.
Brun and any director or executive officer of the Company, and he was not selected by the Board to serve as a director pursuant to any
arrangement or understanding with any person. Dr. Brun has not engaged in any transaction that would be reportable
as a related party transaction under Item 404(a) of Regulation S-K.
Effective June 20, 2023, Lawrence Klein resigned
as a member of the Board. Mr. Klein’s resignation from the Board is not the result of any dispute or disagreement with the Company
on any matter relating to its operations, policies or practices.
