UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 5Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On February 6, 2024, Jasper Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Evercore Group L.L.C., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten offering (the “Offering”) of 3,900,000 shares of the Company’s voting common stock (“Common Stock”). The offering price is $12.95 per share of Common Stock and the Underwriters have agreed to purchase the shares of Common Stock pursuant to the Underwriting Agreement at a price of $12.17 per share of Common Stock.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-271500), previously filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023, and declared effective on May 5, 2023, and a prospectus supplement dated February 6, 2024.
Gross proceeds from the Offering will be approximately $50 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for continued advancement of its preclinical and clinical development programs of briquilimab in mast-cell driven diseases such as chronic spontaneous urticaria and chronic inducible urticaria, as well as general corporate purposes, which may include capital expenditures, working capital and general and administrative expenses. The purchase and sale of the shares of Common Stock, and the closing of the Offering, is expected to take place on or about February 8, 2024, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s directors and executive officers have entered into “lock-up” agreements with Cowen and Company, LLC and Evercore Group L.L.C., which generally prohibit, without the prior written consent of Cowen and Company, LLC and Evercore Group L.L.C. and subject to certain exceptions, the sale, transfer or other disposition of securities of the Company prior to May 7, 2024.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Underwriting, which is filed as Exhibit 1.1 to this Current Report on Form 8-K. A copy of the opinion of Paul Hastings LLP relating to the validity of the shares of Common Stock issued in the Offering is filed herewith as Exhibit 5.1.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the anticipated use of proceeds from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing the Offering on a timely basis or at all, market conditions and other risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.
Item 8.01. Other Events.
On February 6, 2024, the Company issued a press release announcing the pricing of the Offering. 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 1.1 | Underwriting Agreement, dated as of February 6, 2024, by and among Jasper Therapeutics, Inc., Cowen and Company, LLC and Evercore Group L.L.C. | |
| 5.1 | Opinion of Paul Hastings LLP. | |
| 23.1 | Consent of Paul Hastings LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated February 6, 2024. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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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.
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JASPER THERAPEUTICS, INC. | |||
| Date: February 6, 2024 | By: | /s/ Herb Cross | |
| Name: | Herb Cross | ||
| Title: | Chief Financial Officer | ||
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