SEC Form SC 13D/A filed by Jasper Therapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Jasper Therapeutics, Inc.

(Name of Issuer)

Voting Common Stock, par value $0.0001 per share

(Title of Class of Securities)

471871202

(CUSIP Number)

Adam Morgan

Velan Capital Investment Management LP

100 North Main Street, Suite 301

Alpharetta, Georgia 30009

(646) 844-0030

Ryan Nebel

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 8, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes 3,646 Shares issuable upon the exercise of certain options that are exercisable within 60 days hereof.

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2(b) is hereby amended and restated to read as follows:

(b)       The address of the principal office of each of the Reporting Persons is 100 North Main Street, Suite 301, Alpharetta, Georgia 30009.

Item 3 is hereby amended and restated to read as follows:

The Shares beneficially owned directly by Velan Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,188,500 Shares beneficially owned by Velan Master is approximately $20,382,500, including brokerage commissions.

The Shares beneficially owned directly by Avego Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) or may be issuable pursuant to that certain Business Combination Agreement between the Issuer and Amplitude Healthcare Acquisition Corporation (“Amplitude”), dated May 5, 2021 (the “Business Combination Agreement”). Of the 283,403 Shares beneficially owned directly by Avego Fund, (i) 245,328 of such Shares have an aggregate purchase price of approximately $21,512,500, including brokerage commissions, and (ii) 38,075 of such Shares may vest and be issuable pursuant to the Business Combination Agreement if the Shares achieve certain hurdles (“Earnout Shares”), as previously explained in Item 6 of the Schedule 13D.

Of the 11,696 Shares beneficially owned directly by Mr. Kapoor, (i) 4,375 Shares were granted to him in connection with the closing of the Business Combination Agreement in relation to his position as President of Amplitude at the time, (ii) 3,675 of such Shares represent Earnout Shares that may vest and be issuable pursuant to the Business Combination Agreement if the Shares achieve certain hurdles, as previously explained in Item 6 of the Schedule 13D and (iii) 3,646 Shares are issuable upon the exercise of stock options that were awarded to him by the Issuer in connection with his service as a director and are exercisable within 60 days hereof.

Item 4 is hereby amended to add the following:

On February 8, 2024, Velan Master purchased 350,000 Shares in an underwritten public offering (the “Offering”). In connection with the Offering, certain of the Reporting Persons entered into a customary lock-up agreement with the underwriters (the “Lock-Up Agreement”), which generally prohibits, without the prior written consent of the underwriters and subject to certain exceptions, the sale, transfer or other disposition of securities of the Company for a period of 90 days after the date of the pricing of the Offering.

The foregoing summary of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 14,984,912 Shares outstanding as of February 8, 2024, which is the total number of Shares outstanding following the closing of the Offering, as disclosed in the Issuer’s Prospectus on Form 424B5 filed with the Securities and Exchange Commission on February 7, 2024, plus (i) the Shares underlying the Earnout Shares that may be received by the Reporting Persons, as applicable, and (ii) with respect to Mr. Kapoor, Shares issuable upon the exercise of certain options.

As of the date hereof, Velan Master directly beneficially owns 1,188,500 Shares, constituting approximately 7.9% of the Shares outstanding. Velan GP, as the general partner of Velan Master, may be deemed to beneficially own the 1,188,500 Shares owned by Velan Master, constituting approximately 7.9% of the Shares outstanding.

As of the date hereof, Avego Fund directly beneficially owns 283,403 Shares, including 38,075 Shares underlying certain Earnout Shares, constituting approximately 1.9% of the Shares outstanding. Avego GP, as the general partner of Avego Fund, may be deemed to beneficially own the 283,403 Shares beneficially owned by Avego Fund, constituting approximately 1.9% of the Shares outstanding. Avego Management, as the co-investment manager of Avego Fund, may be deemed to beneficially own the 283,403 Shares beneficially owned by Avego Fund, constituting approximately 1.9% of the Shares outstanding.

Velan Capital, as the investment manager of Velan Master and co-investment manager of Avego Fund, may be deemed to beneficially own the 1,471,903 Shares beneficially owned in the aggregate by Velan Master and Avego Fund, constituting approximately 9.8% of the Shares outstanding. Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 1,471,903 Shares beneficially owned in the aggregate by Velan Master and Avego Fund, constituting approximately 9.8% of the Shares outstanding. Mr. Morgan, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 1,471,903 Shares beneficially owned in the aggregate by Velan Master and Avego Fund, constituting approximately 9.8% of the Shares outstanding. Mr. Venkataraman, as the Managing Member of each of Avego GP and Avego Management and a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 1,471,903 Shares beneficially owned in the aggregate by Velan Master and Avego Fund, constituting approximately 9.8% of the Shares outstanding.

As of the date hereof, Mr. Kapoor directly beneficially owns 11,696 Shares, including 3,675 Shares underlying certain Earnout Shares and 3,646 Shares underlying certain options, constituting less than 1% of the outstanding Shares.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       Except as otherwise set forth herein, there have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. Pursuant to the Offering, Velan Master purchased 350,000 Shares at a price of $12.95 per Share.

Item 6 is hereby amended to add the following:

Certain of the Reporting Persons entered into the Lock-up Agreement, as defined and described in Item 4 above, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024