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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 12, 2023

 

 

 

JASPER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39138   84-2984849

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

2200 Bridge Pkwy Suite #102

Redwood City, CA

  94065
(Address of principal executive offices)   (Zip Code)

 

(650) 549-1400

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Voting Common Stock, par value $0.0001 per share   JSPR   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50   JSPRW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On May 12, 2023, Jasper Therapeutics, Inc. issued a press release reporting its financial results for the quarter ended March 31, 2023 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is being furnished under Item 2.02 and Item 9.01 of Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

        

99.1   Press Release, dated May 12, 2023.
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

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SIGNATURE

 

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: May 12, 2023 By: /s/ Jeet Mahal
    Name: Jeet Mahal
    Title: Chief Operating Officer and Chief Financial Officer

 

 

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Exhibit 99.1

 

 

Jasper Therapeutics Reports First Quarter 2023 Financial Results and Provides a Business Update

 

Announced Planned Development Expansion of Briquilimab in Chronic Spontaneous Urticaria

 

Presented Positive Follow-up Clinical Data from Investigator-Sponsored Study of Briquilimab Conditioning in Fanconi Anemia Patients at the 2023 Transplantation & Cellular Therapy Meetings of the ASTCT and CIBMTR

 

Announced Positive Clinical Data from a Phase I/II Trial of Briquilimab as a Conditioning Treatment in Sickle Cell Disease and Beta Thalassemia

 

Strengthened the Board of Directors and Management Team with Multiple Appointments

 

Raised $101.4 Million Net Proceeds in January 2023

 

REDWOOD CITY, Calif., May 12, 2023 – Jasper Therapeutics, Inc. (Nasdaq: JSPR) (Jasper), a biotechnology company focused on development of briquilimab, a novel antibody therapy targeting c-Kit (CD117) to address diseases such as chronic spontaneous urticaria, lower to intermediate risk myelodysplastic syndromes (MDS) as well as novel stem cell transplant conditioning regimes, today announced results for the fiscal quarter ended March 31, 2023, and provided a business update.

 

“During our first quarter of 2023, we continued to execute on our expansion of briquilimab development to include chronic spontaneous urticaria, and took steps to strengthen our Board and management team with multiple key leadership appointments, said Ronald Martell, President and Chief Executive Officer of Jasper. “We also secured substantial additional capital to support our development plans across the briquilimab franchise. During the quarter we also presented positive data at the Transplantation & Cellular Therapy Meetings of ASTCT and CIBMTR, which, together with other recent data, continue to help establish the mechanistic and clinical proof-of-concept rationale for briquilimab’s mechanism of action, adding to our confidence in briquilimab and its potential to address a variety of patient populations by targeting c-Kit expressed on stem cells and mast cells. We look forward to carrying out our priority development programs for briquilimab as a c-Kit targeting therapeutic in chronic diseases and as a novel conditioning agent for stem cell transplant.”

 

Highlights for Q1 2023 and Recent Weeks

 

Key Appointments Made to the Board of Directors and Management Team

 

oIndustry veteran Vishal Kapoor appointed to the Board of Directors

 

oDaniel Adelman, M.D. appointed as Acting Chief Medical Officer

 

oDavid Hinds appointed as Senior Vice President, Development Operations

 

oMathew Ford appointed as Vice President, Human Resources

 

Presented data supporting ongoing development of briquilimab as transplant conditioning in AML or MDS patients at the 2023 Tandem Meetings: Transplantation & Cellular Therapy Meetings of the ASTCT and CIBMTR

 

o12 out of 12 AML patients achieved donor cell engraftment after conditioning with briquilimab in combination with fludarabine and low dose irradiation, with 8 of 12 patients free from morphological relapse at one year

 

oA sub-analysis showed 6 of 12 patients receiving outpatient briquilimab-based conditioning and outpatient donor cell infusion required an inpatient stay through the first 100 days post-transplant, with a mean stay of 4 days among all patients.

 

 

 

 

Announced positive clinical data from a Phase I/II Trial of briquilimab as a conditioning treatment in sickle cell disease and beta thalassemia

 

oAll three sickle cell disease participants treated with briquilimab successfully engrafted with neutrophil engraftment within 12-16 days

 

oFirst two participants with peripheral blood chimerism at 60 days after allogeneic stem cell transplant achieved 100% donor myeloid chimerism

 

oFirst participant treated had a total hemoglobin level of 13.3 g/dL at five months follow up, increased from 8-9 g/dL at baseline

 

Announced European Union Orphan Drug Designation for Briquilimab as a conditioning treatment for patients prior to receiving a stem cell transplant

 

De-prioritized Phase 3 development of Briquilimab as a conditioning agent in acute myeloid leukemia or high risk myelodysplastic syndrome patients undergoing stem cell transplant

 

Raised $101.4 million in estimated net proceeds in January 2023

 

Q1 2023 Financial Results

 

Cash and Cash Equivalents: Cash and cash equivalents as of March 31, 2023 were $129.4 million, compared to $38.3 million at December 31, 2022. The increase in cash and cash equivalents was due to net proceeds from the Company’s public offering in January 2023 and sales through its at-the-market facility in January 2023. Cash and cash equivalents are expected to be sufficient to fund the Company’s planned operating and capital expenditures through 2024.

 

Research and Development (R&D) Expenses: R&D expenses for the quarter ended March 31, 2023 were $9.8 million compared to $8.2 million for the quarter ended March 31, 2022. The increase was primarily due to additional costs associated with advancing its clinical trials and clinical manufacturing expenses. The increase also relates to higher research spending and employee-related costs, including stock-based compensation expenses, following hiring in 2022 to support ongoing development of its product candidates.

 

General and Administrative (G&A) Expenses: G&A expenses for the quarter ended March 31, 2023 were $4.1 million compared to $4.6 million for the quarter ended March 31, 2022. The decrease was primarily related to lower professional services fees and lower insurance expenses.

 

Total Other (Expense) Income, Net: Total other expense, net was $0.3 million for the quarter ended March 31, 2023 compared to total other income, net of $10.6 million for the quarter ended March 31, 2022, primarily due to changes in fair values of common stock warrant liability and earnout liability at the end of the respective quarters.

 

Net Loss: For the quarter ended March 31, 2023, net loss was $14.3 million compared to net loss of $2.2 million for the quarter ended March 31, 2022.

 

About Briquilimab (formerly known as JSP191)

 

Briquilimab is a targeted, monoclonal antibody that blocks stem cell factor from binding to the cell-surface receptor c-Kit, also known as CD117, thereby inhibiting signaling through the receptor. Jasper intends to start clinical studies of briquilimab as a primary treatment in Chronic Spontaneous Urticaria and Lower to Intermediate Risk myelodysplastic syndromes (MDS). It is also being studied as a conditioning agent for cell and gene therapies for rare diseases. To date, briquilimab has a demonstrated efficacy and safety profile in 130 dosed subjects and healthy volunteers, with clinical outcomes as a conditioning agent in severe combined immunodeficiency (SCID), acute myeloid leukemia (AML), MDS, Fanconi anemia (FA), and sickle cell disease (SCD).

 

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About Jasper

 

Jasper is a clinical-stage biotechnology company developing briquilimab, a monoclonal antibody targeting c-Kit (CD117) as a therapeutic for chronic mast and stem cell diseases such as chronic urticaria and lower to intermediate risk myelodysplastic syndromes (MDS) and as a conditioning agent for stem cell transplants for rare diseases such as sickle cell disease (SCD), Fanconi anemia (FA) and severe combined immunodeficiency (SCID). To date, briquilimab has a demonstrated efficacy and safety profile in over 130 dosed subjects and healthy volunteers, with clinical outcomes as a conditioning agent in SCID, acute myeloid leukemia (AML), MDS, FA, and SCD. In addition, briquilimab is being advanced as a transformational non-genotoxic conditioning agent for gene therapy. For more information, please visit us at www.jaspertherapeutics.com.

 

Forward-Looking Statements

 

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding briquilimab’s potential, including with respect to its potential to address diseases such as chronic spontaneous urticaria, lower to intermediate risk myelodysplastic syndromes as well as novel stem cell transplant conditioning regimes, its potential to address a variety of patient populations by targeting c-Kit expressed on stem cells and mast cells, the expansion of briquilimab development, Jasper’s expectations regarding the timing of clinical trials and recruitment for clinical trials and Jasper’s expectations regarding its cash and cash equivalents and planned operating and capital expenditures. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Jasper and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Many actual events and circumstances are beyond the control of Jasper. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, political and business conditions; the risk that the potential product candidates that Jasper develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; the risk that clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release; the risk that Jasper will be unable to successfully market or gain market acceptance of its product candidates; the risk that prior study results may not be replicated; the risk that Jasper’s product candidates may not be beneficial to patients or successfully commercialized; patients’ willingness to try new therapies and the willingness of physicians to prescribe these therapies; the effects of competition on Jasper’s business; the risk that third parties on which Jasper depends for laboratory, clinical development, manufacturing and other critical services will fail to perform satisfactorily; the risk that Jasper’s business, operations, clinical development plans and timelines, and supply chain could be adversely affected by the effects of health epidemics, including the ongoing COVID-19 pandemic; the risk that Jasper will be unable to obtain and maintain sufficient intellectual property protection for its investigational products or will infringe the intellectual property protection of others; and other risks and uncertainties indicated from time to time in Jasper’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2022. If any of these risks materialize or Jasper’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Jasper may elect to update these forward-looking statements at some point in the future, Jasper specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Jasper’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Contacts:

John Mullaly (investors)

LifeSci Advisors

617-429-3548

jmullaly@lifesciadvisors.com

 

Jeet Mahal (investors)

Jasper Therapeutics

650-549-1403

jmahal@jaspertherapeutics.com

 

Lauren Barbiero (media)

Real Chemistry

646-564-2156

lbarbiero@realchemistry.com

 

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JASPER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(unaudited)

 

   Three Months Ended
March 31,
 
   2023   2022 
Operating expenses        
Research and development(1)  $9,805   $8,188 
General and administrative(1)   4,142    4,590 
Total operating expenses   13,947    12,778 
Loss from operations   (13,947)   (12,778)
Interest income   1,096    2 
Change in fair value of earnout liability   (764)   4,593 
Change in fair value of common stock warrant liability   (575)   6,050 
Other expense, net   (70)   (74)
Total other income (expense), net   (313)   10,571 
Net loss and comprehensive loss  $(14,260)  $(2,207)
Net loss per share attributable to common stockholders, basic and diluted  $(0.16)  $(0.06)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted   88,159,248    36,309,683 

 

(1)Amounts include non-cash stock based compensation expense as follows (in thousands):

 

   Three Months Ended
March 31,
 
   2023   2022 
Research and development  $468   $222 
General and administrative   799    556 
Total  $1,267   $778 

 

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JASPER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

   March 31,   December 31, 
Assets  2023   2022 
Current assets:        
Cash and cash equivalents  $129,400   $38,250 
Other receivables   -    663 
Prepaid expenses and other current assets   3,108    2,818 
Total current assets   132,508    41,731 
Property and equipment, net   3,320    3,568 
Operating lease right-of-use assets   1,787    1,886 
Restricted cash   417    417 
Other non-current assets   725    759 
Total assets  $138,757   $48,361 
           
Liabilities and Stockholders’ Equity          
Current liabilities:          
Accounts payable  $3,846   $1,768 
Current portion of operating lease liabilities   891    865 
Accrued expenses and other current liabilities   3,155    4,432 
Total current liabilities   7,892    7,065 
Non-current portion of operating lease liabilities   2,554    2,786 
Common stock warrant liability       150 
Earnout liability   782    18 
Other non-current liabilities   2,331    2,353 
Total liabilities   13,559    12,372 
           
Commitments and contingencies          
Stockholders’ equity:          
Preferred stock        
Common stock   11    4 
Additional paid-in capital   244,582    141,120 
Accumulated deficit   (119,395)   (105,135)
Total stockholders’ equity   125,198    35,989 
Total liabilities and stockholders’ equity  $138,757   $48,361 

 

 

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