SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 8.01. Other Events.
As previously disclosed, on November 10, 2022, Jasper Therapeutics, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell through or to the Agent, as sales agent or principal, shares of its voting common stock, par value $0.0001 per share (the “Shares”), from time to time (the “Offering”). On November 10, 2022, the Company filed a prospectus supplement, dated November 10, 2022, with the Securities and Exchange Commission in connection with the Offering (the “Prospectus Supplement”) under the Company’s existing shelf Registration Statement on Form S-3 (File No. 333-267777), which was declared effective on October 18, 2022. Pursuant to the Prospectus Supplement, the Company may offer and sell Shares having an aggregate offering price of up to $15,500,000.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the opinion of Paul Hastings LLP, counsel to the Company, relating to the validity of the Shares to be issued in the Offering pursuant to the Prospectus Supplement is filed with this Current Report on Form 8-K as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
Item 9.01. Financial Statements and Exhibits.
|5.1||Opinion of Paul Hastings LLP.|
|10.1||Controlled Equity OfferingSM Sales Agreement, dated as of November 10, 2022, by and between Jasper Therapeutics, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022).|
|23.1||Consent of Paul Hastings LLP (included in Exhibit 5.1).|
|104||Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).|
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 thereunto duly authorized.
JASPER THERAPEUTICS, INC.
|Date: November 10, 2022||By:||/s/ Jeet Mahal|
|Name: Jeet Mahal|
|Title: Chief Operating Officer and Chief Financial Officer|
|November 10, 2022||46931.00014|
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
Ladies and Gentlemen:
We have acted as counsel to Jasper Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the rules and regulations of the Securities Act of 1933, as amended (the “Act”), of a prospectus supplement, dated November 10, 2022 (the “ATM Prospectus Supplement”), to the Company’s Registration Statement on Form S-3 (File No. 333-267777) filed with the Commission under the Act on October 7, 2022 (the “Registration Statement”), and the related prospectus, dated October 18, 2022, included in the Registration Statement at the time it originally became effective (the “Base Prospectus” and, together with the ATM Prospectus Supplement, the “ATM Prospectus”), relating to the proposed issuance and sale by the Company, from time to time through Cantor Fitzgerald & Co. (the “Agent”), as the sales agent, of shares of voting common stock, par value $0.0001 per share, of the Company in an aggregate offering amount of up to $15,500,000 (the “ATM Shares”). The ATM Shares are to be issued and sold pursuant to that certain Controlled Equity OfferingSM Sales Agreement, dated November 10, 2022, by and between the Company and the Agent (the “Sales Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the ATM Prospectus, the Sales Agreement, the Company’s Second Amended and Restated Certificate of Incorporation, and the Company’s Second Amended and Restated Bylaws, each as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the ATM Shares, when issued and sold against payment therefor in accordance with the Sales Agreement, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption “Legal Matters” in the ATM Prospectus and to the filing of this opinion as an exhibit to a Current Report of the Company on Form 8-K.
Very truly yours,
/s/ Paul Hastings LLP