| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
JASPER THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
471871 103
(CUSIP Number)
September 24, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| 1. | Names
of Reporting Persons Amplitude Healthcare Holdings LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ☐ | ||
| (b) | ☒ | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 2,300,000(1) |
| 6. | Shared
Voting Power 0 | |
| 7. | Sole
Dispositive Power 2,300,000(1) | |
| 8. | Shared Dispositive Power
| |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,300,000(1) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.30%(2) | |
| 12. | Type
of Reporting Person (See Instructions) OO | |
2
| 1. | Names
of Reporting Persons Metalmark Amplitude Healthcare Holdings LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ☐ | ||
| (b) | ☒ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 2,300,000(1) | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 2,300,000(1) | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,300,000(1) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.30%(2) | |
| 12. | Type
of Reporting Person (See Instructions) OO | |
3
| 1. | Names
of Reporting Persons HC IC HOLDINGS LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ☐ | ||
| (b) | ☒ | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 200,000(3) |
| 6. | Shared
Voting Power | |
| 7. | Sole
Dispositive Power 200,000(3) | |
| 8. | Shared Dispositive Power
| |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 200,000(3) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 0.55%(2) | |
| 12. | Type
of Reporting Person (See Instructions) OO | |
4
| 1. | Names
of Reporting Persons Howard I. Hoffen | ||
| |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ☐ | ||
| (b) | ☒ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 2,500,000(1)(3) | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 2,500,000(1)(3) | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,500,000(1)(3) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.85%(2) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
5
| 1. | Names
of Reporting Persons Kenneth F. Clifford | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ☐ | ||
| (b) | ☒ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 2,500,000(1)(3) | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 2,500,000(1)(3) | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,500,000(1)(3) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.85%(2) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
| (1) | Amplitude Healthcare Holdings LLC, is the record holder of the shares reported herein. Metalmark Amplitude Healthcare Holdings LLC is the managing member of Amplitude Healthcare Holdings LLC. Mr. Hoffen and Mr. Clifford, as partners of Metalmark Capital II LLC (“Metalmark”), which is the managing member of Metalmark Amplitude Healthcare Holdings LLC. Mr. Hoffen and Mr. Clifford may be deemed to share beneficial ownership of the shares directly held by Amplitude Healthcare Holdings LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein. |
| (2) | Percentage based on 36,520,288 shares of the Issuer’s Voting Common Stock outstanding as of September 24, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2021. |
| (3) | HC IC Holdings LLC is the record holder of the shares reported herein. Mr. Hoffen and Mr. Clifford are the members of HC IC Holdings LLC. Mr. Hoffen and Mr. Clifford may be deemed to share beneficial ownership of the shares directly held by HC IC Holdings LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein. |
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| Item 1. | |||
| (a) | Name
of Issuer
| ||
| (b) | Address
of Issuer’s Principal Executive Offices Redwood City, CA 94065 | ||
| Item 2. | |||
| (a) | Name
of Person Filing | ||
| (b) | Address
of Principal Business Office or, if none, Residence New York, NY 10036
| ||
| (c) | Citizenship
| ||
| (d) | Title
of Class of Securities
| ||
| (e) | CUSIP
Number
| ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d—1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with § 240.13d—1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d—1(b)(1)(ii)(J), please specify the type of institution: | |
7
| Item 4. | Ownership |
|
(a), (b) and (c)—The information contained on the cover page to this Schedule 13G is incorporated herein by reference.
| |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. | |
8
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 4, 2021
| Amplitude Healthcare Holdings, LLC | |||
| By: | Metalmark Amplitude Healthcare Holdings LLC, its managing member | ||
|
By: |
/s/ Kenneth Clifford | ||
| Name: Kenneth Clifford | |||
| Title: Authorized Person | |||
| HC IC Holdings LLC. | |||
| By: | /s/ Kenneth Clifford | ||
| Name: Kenneth Clifford | |||
| Title: Member | |||
| /s/ Howard Hoffen | |
| Howard Hoffen | |
| /s/ Kenneth Clifford | |
| Kenneth Clifford |
9
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: October 4, 2021
| Amplitude Healthcare Holdings, LLC | |||
| By: | Metalmark Amplitude Healthcare Holdings LLC, its managing member | ||
| By: | /s/ Kenneth Clifford | ||
|
Name: |
Kenneth Clifford | ||
| Title: | Authorized Person | ||
| HC IC Holdings LLC. | |||
| By: | /s/ Kenneth Clifford | ||
| Name: | Kenneth Clifford | ||
| Title: | Member | ||
| /s/ Howard Hoffen | |
| Howard Hoffen | |
| /s/ Kenneth Clifford | |
| Kenneth Clifford |
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