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