0000921895-23-000278.txt : 20230203 0000921895-23-000278.hdr.sgml : 20230203 20230203163524 ACCESSION NUMBER: 0000921895-23-000278 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230125 FILED AS OF DATE: 20230203 DATE AS OF CHANGE: 20230203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENKATARAMAN BALAJI CENTRAL INDEX KEY: 0001114916 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586553 MAIL ADDRESS: STREET 1: FIRST HORIZON PHARMACEUTICAL CORP STREET 2: 660 HEMBREE PKWY STE 106 CITY: ROSWELL STATE: GA ZIP: 30076 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avego Management LLC CENTRAL INDEX KEY: 0001886177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586555 BUSINESS ADDRESS: STREET 1: 1055B POWERS PLACE FL2 CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 9012923974 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE FL2 CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avego Healthcare Capital, L.P. CENTRAL INDEX KEY: 0001822834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586558 BUSINESS ADDRESS: STREET 1: 1055B POWERS PLACE STREET 2: 2ND FLOOR CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 901-292-3974 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE STREET 2: 2ND FLOOR CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Velan Capital Investment Management LP CENTRAL INDEX KEY: 0001848809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586560 BUSINESS ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 646-844-0037 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avego Healthcare Capital Holdings, LLC CENTRAL INDEX KEY: 0001964446 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586556 BUSINESS ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 901-292-3974 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morgan Adam CENTRAL INDEX KEY: 0001964335 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586552 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Velan Capital Holdings LLC CENTRAL INDEX KEY: 0001964353 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586557 BUSINESS ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 646-844-0037 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Velan Capital Management LLC CENTRAL INDEX KEY: 0001964355 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586554 BUSINESS ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 646-844-0037 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Velan Capital Master Fund LP CENTRAL INDEX KEY: 0001964356 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39138 FILM NUMBER: 23586559 BUSINESS ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 646-844-0037 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jasper Therapeutics, Inc. CENTRAL INDEX KEY: 0001788028 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 842984849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2200 BRIDGE PKWY SUITE #102 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6505491400 MAIL ADDRESS: STREET 1: 2200 BRIDGE PKWY SUITE #102 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Amplitude Healthcare Acquisition Corp DATE OF NAME CHANGE: 20190912 3 1 form312927020_02032023.xml OWNERSHIP DOCUMENT X0206 3 2023-01-25 0 0001788028 Jasper Therapeutics, Inc. JSPR 0001848809 Velan Capital Investment Management LP 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 1 0 0001964356 Velan Capital Master Fund LP 89 NEXUS WAY GRAND CAYMAN E9 KY1-9009 CAYMAN ISLANDS 0 0 0 1 See Footnote 1 0001822834 Avego Healthcare Capital, L.P. 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 0 1 See Footnote 1 0001964353 Velan Capital Holdings LLC 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 0 1 See Footnote 1 0001964446 Avego Healthcare Capital Holdings, LLC 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 0 1 See Footnote 1 0001886177 Avego Management LLC 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 0 1 See Footnote 1 0001964355 Velan Capital Management LLC 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 1 0 0001114916 VENKATARAMAN BALAJI 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 1 0 0001964335 Morgan Adam 1055B POWERS PLACE ALPHARETTA GA 30009 0 0 1 0 Common Stock, par value $0.0001 per share 8385000 I By Velan Capital Master Fund LP Common Stock, par value $0.0001 per share 2453281 I By Avego Healthcare Capital, L.P. Earnout Shares 11.50 Common Stock 90656 I By Avego Healthcare Capital, L.P. Earnout Shares 15.00 Common Stock 181312 I By Avego Healthcare Capital, L.P. Earnout Shares 18.00 Common Stock 108787 I By Avego Healthcare Capital, L.P. This Form 3 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Avego Healthcare Capital, L.P. ("Avego Fund"), Velan Capital Holdings LLC ("Velan GP"), Avego Healthcare Capital Holdings, LLC ("Avego GP"), Avego Management, LLC ("Avego Management"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Balaji Venkataraman and Adam Morgan (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. As the managing members of Velan GP and Velan IM GP, Messrs. Venkataraman and Morgan may be deemed to beneficially own the securities owned directly by Velan Master. Securities owned directly by Avego Fund. As the general partner of Avego Fund, Avego GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Avego Management may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Velan Capital may be deemed to beneficially own the securities owned directly by Avego Fund. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Avego GP, Avego Management, Velan GP and Velan IM GP, Mr. Venkataraman may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Velan GP and Velan IM GP, Mr. Morgan may be deemed to beneficially own the securities owned directly by Avego Fund. Reflects shares of the Issuer's common stock (the "Earnout Shares") issuable pursuant to the Business Combination Agreement between the Issuer and Amplitude Healthcare Acquisition Corporation, dated May 5, 2021. The Earnout Shares vest to the extent that the Issuer's common stock achieves certain hurdles as follows: (i) 90,656 Earnout Shares will vest if, during the period from and after September 24, 2021 until September 24, 2024 (the "Earnout Period"), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Issuer's common stock ("Applicable VWAP") is greater than or equal to $11.50, (ii) 181,312 Earnout Shares will vest if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00 and (iii) 108,787 Earnout Shares will vest if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00. Any Earnout Shares that remain unvested as of the expiration of the Earnout Period (and the related portion of dividends and earnings thereon) shall be forfeited. Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner By: /s/ Adam Morgan, managing member 2023-02-03 Avego Healthcare Capital, L.P., By: Avego Healthcare Capital Holdings, LLC, its general partner By: /s/ Balaji Venkataraman, managing member 2023-02-03 Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member 2023-02-03 Avego Healthcare Capital Holdings, LLC, By: /s/ Balaji Venkataraman, managing member 2023-02-03 Avego Management, LLC, By: /s/ Balaji Venkataraman, managing member 2023-02-03 Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner By: /s/ Adam Morgan, managing member 2023-02-03 Velan Capital Management LLC, By: /s/ Adam Morgan, managing member 2023-02-03 /s/ Balaji Venkataraman 2023-02-03 /s/ Adam Morgan 2023-02-03