Velan Capital Investment Management LP - Jan 25, 2023 Form 3 Insider Report for Jasper Therapeutics, Inc. (JSPR)

Role: 10%+ Owner
Signature: Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner By: /s/ Adam Morgan, managing member
Stock symbol: JSPR
Transactions as of: Jan 25, 2023
Transactions value $: $0
Form type: 3
Date filed: 2/3/2023, 03:35 PM
Next filing: Feb 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	JSPR	Common Stock, par value $0.0001 per share						8.39M	Jan 25, 2023	By Velan Capital Master Fund LP	F1, F2
holding	JSPR	Common Stock, par value $0.0001 per share						2.45M	Jan 25, 2023	By Avego Healthcare Capital, L.P.	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	JSPR	Earnout Shares							Jan 25, 2023	Common Stock	90.7K	$11.50	By Avego Healthcare Capital, L.P.	F3, F4, F5
holding	JSPR	Earnout Shares							Jan 25, 2023	Common Stock	181K	$15.00	By Avego Healthcare Capital, L.P.	F3, F4, F5
holding	JSPR	Earnout Shares							Jan 25, 2023	Common Stock	109K	$18.00	By Avego Healthcare Capital, L.P.	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.