JSPR Jasper Therapeutics Inc

As filed with the Securities and Exchange Commission on March 5, 2024 

Registration No. 333-           

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Jasper Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		84-2984849
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2200 Bridge Pkwy Suite #102

Redwood City, CA 94065 

(Address of Principal Executive Offices) (Zip Code)

 

 

Jasper Therapeutics, Inc. 2021 Equity Incentive Plan

Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

 

Ronald Martell

Chief Executive Officer and President

Jasper Therapeutics, Inc.

2200 Bridge Pkwy Suite #102

Redwood City, CA 94065

(650) 549-1400 

 

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

Jeffrey T. Hartlin

Samantha H. Eldredge

Paul Hastings LLP

1117 S. California Avenue

Palo Alto, California 94304
(650) 320-1838

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

 

The Registrant has prepared this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register: (1) 275,000 additional shares of the Registrant’s voting common stock, $0.0001 par value per share (the “Common Stock”), issuable pursuant to the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), which includes 269,203 shares of Common Stock issuable upon the exercise of outstanding options granted pursuant to the 2021 Plan, and (2) 55,000 additional shares of Common Stock issuable pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The Registrant’s stockholders have previously approved the 2021 Plan and the 2021 ESPP, including the shares of Common Stock available for issuance pursuant thereto.

 

All information in this Registration Statement gives effect to the 1-for-10 reverse stock split of the Common Stock that was effected on January 4, 2024.

 

Pursuant to the Registration Statements on Form S-8 (File Nos. 333-263702 and 333-270361) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on March 18, 2022 and March 8, 2023 (the “Prior Registration Statements”), the Registrant previously registered an aggregate of 1,010,005 shares of Common Stock under the 2021 Plan and an aggregate of 130,900 shares of Common Stock under the 2021 ESPP.

 

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement:

 

(a)	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 5, 2024;
(b)	The Registrant’s Current Reports on Form 8-K filed with the Commission on January 4, 2024 and February 6, 2024; and
(c)	The description of the Registrant’s common stock set forth in the Registration Statement on Form 8-A filed with the Commission on November 18, 2019 (File No. 001-39138) pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including the description of our common stock included as Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 5, 2024.

 

All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.

 

For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

 

You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:

 

Jasper Therapeutics, Inc.

2200 Bridge Pkwy Suite #102

Redwood City, CA 94065

(650) 549-1400

Attn: President and Chief Executive Officer

 

 

ITEM 8. EXHIBITS.

 

Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021).
3.2		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on June 8, 2023).
3.3		Certificate of Second Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on January 4, 2024).
3.4		Third Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on February 17, 2023).
4.1		Form of Warrant Agreement, dated November 19, 2019, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on November 25, 2019).
4.2		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A (File No. 333-234324) filed by the Registrant on November 6, 2019).
5.1*		Opinion of Paul Hastings LLP.
10.1		Jasper Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021).
10.2		Jasper Therapeutics, Inc. 2021 Equity Incentive Plan Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021).
10.3		Jasper Therapeutics, Inc. 2021 Equity Incentive Plan Form of RSU Award Grant Notice and Award Agreement (RSU Award) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021).
10.4		Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021).
23.1*		Consent of PricewaterhouseCoopers LLP.
23.2*		Consent of Paul Hastings LLP (included in Exhibit 5.1).
24.1*		Power of Attorney is contained on the signature page.
107*		Filing Fee Table

 

*

Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, State of California, on March 5, 2024.

 

	Jasper Therapeutics, Inc.
	By:	/s/ Ronald Martell
	Name:	Ronald Martell
	Title:	President and Chief Executive Officer

 

POWER OF ATTORNEY

 

Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Ronald Martell and Herb Cross, and each or any one of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Ronald Martell		President, Chief Executive Officer and Director		March 5, 2024
Ronald Martell		(Principal Executive Officer)
/s/ Herb Cross		Chief Financial Officer		March 5, 2024
Herb Cross		(Principal Accounting and Financial Officer)
/s/ Thomas G. Wiggans		Chairperson of the Board		March 5, 2024
Thomas G. Wiggans
/s/ Scott Brun, M.D.		Director		March 5, 2024
Scott Brun, M.D.
/s/ Anna French, D.Phil.		Director		March 5, 2024
Anna French, D.Phil.
/s/ Vishal Kapoor		Director		March 5, 2024
Vishal Kapoor
/s/ Christian W. Nolet		Director		March 5, 2024
Christian W. Nolet
/s/ Judith Shizuru, M.D., Ph.D.		Director		March 5, 2024
Judith Shizuru, M.D., Ph.D.
/s/ Kurt von Emster		Director		March 5, 2024
Kurt von Emster

 

 

II-3

Exhibit 5.1

 

 

 

March 5, 2024

46931.00001

 

Jasper Therapeutics, Inc.

2200 Bridge Pkwy Suite #102

Redwood City, CA 94065

 

Re:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Jasper Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the registration statement on Form S-8 to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”) to effect registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 330,000 shares (the “Shares”) of the Company’s voting common stock, $0.0001 par value per share (“Common Stock”), comprised of: (i) 275,000 shares of Common Stock issuable pursuant to the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which includes 269,203 shares of Common Stock issuable upon the exercise of outstanding options granted pursuant to the 2021 Plan, and (ii) 55,000 shares of Common Stock issuable upon the exercise of purchase rights to be granted by the Company pursuant to the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP” and, together with the 2021 Plan, the “Plans”).

 

As such counsel and for purposes of our opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including, without limitation:

 

(i)

the Registration Statement;

 

(ii)

the Second Amended and Restated Certificate of Incorporation of the Company, as amended, as certified as of March 5, 2024 by the Office of the Secretary of State of the State of Delaware;

 

(iii)

the Third Amended and Restated Bylaws of the Company as presently in effect, as certified by an officer of the Company on March 5, 2024;

 

(iv)

the Plans and the forms of award agreements related thereto that were attached as exhibits to the Registration Statement or otherwise incorporated by reference into the exhibits of the Registration Statement;

 

(v)

a certificate, dated as of March 5, 2024, from the Office of the Secretary of State of the State of Delaware, as to the existence and good standing of the Company in the State of Delaware (the “Good Standing Certificate”); and

 

(vi)

the resolutions adopted by the board of directors of the Company regarding the Plans, and other matters related thereto, as certified by an officer of the Company on March 5, 2024.

 

 

 

 

 

 

Jasper Therapeutics, Inc.

March 5, 2024

Page 2

 

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth in this opinion letter.

 

In such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto (other than the Company); (vi) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us in writing; (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; (viii) that there has not been any change in the good standing status of the Company from that reported in the Good Standing Certificate; and (ix) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties. As to all questions of fact material to this opinion letter, and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of officers and representatives of the Company. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain legal matters and issues without the assistance of independent counsel. We have also assumed that the individual issuances, grants, awards or grants of purchase rights under the Plans will be duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law, the Plans and the agreements, forms of instrument, awards and grants duly adopted thereunder.

 

Based upon the foregoing, and in reliance thereon, and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion that the Shares are duly authorized and, when issued and sold as described in the Registration Statement and in accordance with the Plans and the applicable award agreements or forms of instrument evidencing purchase rights thereunder (including the receipt by the Company of the full consideration therefor), will be validly issued, fully paid and nonassessable.

 

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, as in effect on the date of this opinion letter.

 

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.

 

 

 

 

Jasper Therapeutics, Inc.

March 5, 2024

Page 3

 

This opinion letter is rendered solely in connection with the issuance and delivery of the Shares as described in the Registration Statement and in accordance with the terms of the Plans and the applicable award agreement or form of instrument evidencing purchase rights thereunder. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein after the effectiveness of the Registration Statement even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Paul Hastings LLP

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Jasper Therapeutics, Inc. of our report dated March 5, 2024, relating to the financial statements which appears in Jasper Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ PricewaterhouseCoopers LLP

 

San Jose, California
March 5, 2024

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Jasper Therapeutics, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule				Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Voting common stock, par value $0.0001 per share			457(h)				5,797	(2)		$	19.9966	(3)		$	115,918.29				0.00014760			$	17.11
Equity		Voting common stock, par value $0.0001 per share			457(h)				269,203	(4)		$	17.95	(5)		$	4,832,195.65				0.00014760			$	713.23
Equity		Voting common stock, par value $0.0001 per share			457(h)				55,000	(6)		$	16.9971	(7)		$	934,840.50				0.00014760			$	137.98
Total Offering Amounts																$	5,882,954.44				—			$	868.32
Total Fees Previously Paid																	—				—				—
Total Fee Offsets(8)																	—				—				—
Net Fee Due																	—				—			$	868.32

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the Registration Statement”) shall also cover any additional shares of the Registrant’s voting common stock, $0.0001 par value per share (the “Common Stock”), that become issuable under the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.
(2)	Represents shares of Common Stock that were automatically added to the shares reserved for issuance under the 2021 Plan on January 1, 2024 pursuant to an “evergreen” provision contained in the 2021 Plan less 269,203 shares of Common Stock subject to options previously granted pursuant to the 2021 Plan on February 15, 2024. The 2021 Plan provides that an additional number of shares will automatically be added annually to the shares authorized under the 2021 Plan on January 1st of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031. The number of shares of Common Stock added each year will be equal to the lesser of: (a) four percent (4.0%) of the total number of shares of Common Stock outstanding on December 31 of the preceding year; or (b) 275,0000 shares of Common Stock (subject to adjustment by reason of any stock dividend, stock split, recapitalization or other similar transaction); provided, however, that the Registrant’s board of directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock.

 

 

(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated based on $19.9966 per share, the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on February 28, 2024, a date within five business days prior to the filing of this Registration Statement.
(4)	Represent shares of Common Stock which are issuable upon exercise of the outstanding stock options previously granted pursuant to the 2021 Plan.
(5)	Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are calculated using the exercise price for the options previously granted pursuant to the 2021 Plan on February 15, 2024.
(6)	Represents shares of Common Stock that were automatically added to the shares reserved for issuance under the ESPP on January 1, 2024 pursuant to an “evergreen” provision contained in the ESPP. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031. The number of shares of Common Stock added each year will be equal to the lesser of (a) 1.0% of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding year; and (b) 55,000 shares of Common Stock (subject to adjustment by reason of any stock dividend, stock split, recapitalization or other similar transaction), provided, however, that the Registrant’s board of directors may act prior to January 1st of a given year to provide that there will be no increase for such calendar year or that the increase for such calendar year will be a lesser number of shares of Common Stock than the amounts set forth in clauses (a) or (b) above.
(7)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated based on 85% of $19.9966 per share, the average of the high and low prices of the Common Stock, as reported on the Nasdaq Capital Market on February 28, 2024, a date within five business days prior to the filing of this Registration Statement. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the lower of fair market value of the Common Stock on (a) the first day of the offering period, and (b) the purchase date.
(8)	The Registrant does not have any fee offsets.

 

 

 

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