If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 7(a)(2)(B) of the Securities Act. ☐
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration
process, we may offer and sell securities from time to time and in one or more offerings up to a total dollar amount of $250,000,000
as described in this prospectus. This prospectus provides you with a general description of the securities we may offer.
Each time we offer to sell
securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms
of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information
relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to
you may also add, update or change any of the information contained in this prospectus or in any documents that we have incorporated
by reference into this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements
made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement.
We urge you to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus we have authorized
for use in connection with a specific offering, together with the information incorporated herein by reference as described under the
headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference,”
before buying any of the securities being offered.
This prospectus may not
be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
You should rely only on the
information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related
free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with any information
or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any related free
writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
You should not assume that
the information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference herein
or therein is correct on any date subsequent to the date of the document incorporated by reference, regardless of the time of delivery
of this prospectus, the applicable prospectus supplement or any related free writing prospectus, or any sale of a security. Our business,
financial condition, results of operations and prospects may have changed since those dates.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for
complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred
to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this
prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You
Can Find Additional Information.”
Unless the context requires
otherwise, references in this prospectus to “Jasper,” “we,” “us” and “our” refer to Jasper
Therapeutics, Inc. and its consolidated subsidiary, unless otherwise specified.
PROSPECTUS SUMMARY
This summary highlights
selected information that is presented in greater detail elsewhere in this prospectus or in the documents incorporated by reference in
this prospectus. Because it is only a summary, it does not contain all of the information you should consider before investing in our
securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere
in this prospectus and the documents incorporated by reference in this prospectus. Before you decide whether to purchase our securities,
you should read this entire prospectus carefully, including the sections of this prospectus entitled “Risk Factors” and similar
headings in the other documents that are incorporated by reference in this prospectus. You should also carefully read the information
incorporated by reference into this prospectus, including our consolidated financial statements and the related notes, as well as the
exhibits to the registration statement of which this prospectus is a part.
Overview
We
are a clinical-stage biotechnology company dedicated to enabling cures through therapeutics targeting mast and hemopoietic stem cells.
We are focused on the development and commercialization of safer and more effective therapeutic agents for diseases such as Chronic Spontaneous
Urticaria, Lower to Intermediate Risk Myelodysplastic Syndrome and novel conditioning regimens for stem cell transplantation and ex-vivo
gene therapy, a technique in which genetic manipulation of cells is performed outside of the body prior to transplantation.
Our
drug development pipeline includes multiple product candidates designed to target mast and/or hematopoietic stem cells. Our lead product
candidate, briquilimab (formerly known as JSP191), is in clinical development as a novel therapeutic antibody that targets mast and stem
cells in various diseases and as a conditioning agent to clear hematopoietic stem cells from bone marrow in patients prior to undergoing
allogeneic stem cell therapy or stem cell gene therapy. We are also developing engineered hematopoietic stem cells product candidates
reprogrammed using mRNA delivery and gene editing that have a competitive advantage over endogenous hematopoietic stem cells because
they may permit higher levels of engraftment without the need for toxic conditioning. We also plan to continue to expand our pipeline
to include other novel mast and stem cell therapies based on immune modulation, graft engineering or cell and gene therapies. Our goal
is to expand the use of therapeutic agents targeting mast and stem cells as well as to expand curative stem cell transplants and gene
therapies for all patients, including children and the elderly.
The
following chart summarizes the status and development plan for the product candidates in our pipeline. We own worldwide rights to each
of our programs.
Implications of Being an Emerging Growth
Company
We qualify as an “emerging
growth company” as that term is defined in the JOBS Act. For as long as we continue to be an emerging growth company, we intend
to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth
companies,” including:
| ● | not
being required to have our independent registered public accounting firm audit our internal
control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002,
as amended; |
| ● | permission
to delay adopting new or revised accounting standards until such time as those standards
apply to private companies; |
| ● | reduced
disclosure obligations regarding executive compensation in our periodic reports and Annual
Reports on Form 10-K; and |
| ● | exemptions
from the requirements of holding non-binding advisory votes on executive compensation and
stockholder approval of any golden parachute payments not previously approved. |
Under the JOBS Act, we will
remain an emerging growth company until the earliest of:
| ● | the
last day of the fiscal year during which we have total annual gross revenues of $1.235 billion
or more; |
| ● | the
last day of the fiscal year following the fifth anniversary of the Initial Public Offering,
or December 31, 2024; |
| ● | the
date on which we have issued, during the previous three-year period, more than $1.0 billion
in non-convertible debt securities; and |
| ● | the
date on which we are deemed to be a “large accelerated filer” under the Exchange
Act (i.e., the first day of the fiscal year after we have (1) more than $700.0 million
in outstanding common equity held by our non-affiliates, measured each year on the last day
of our second fiscal quarter, (2) been public for at least 12 months, and
(3) are not eligible to be deemed a “smaller reporting company” because
we do not meet the revenue test of the definition of “smaller reporting company”,
which includes an initial determination that our annual revenues are more than $100.0 million
for the most recently completed fiscal year). |
We have elected to take advantage
of certain of the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage
of other reduced reporting requirements in future filings with the SEC. As a result, the information that we provide to our stockholders
may be different from the information you receive from other public reporting companies.
Corporate Information
We were incorporated under
the name “Amplitude Healthcare Acquisition Corporation” on August 13, 2019 as a Delaware corporation for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses. On September 24, 2021, we consummated a business combination (the “Business Combination”) and
changed our name to “Jasper Therapeutics, Inc.”
Our principal executive offices
are located at 2200 Bridge Pkwy Suite #102, Redwood City, CA 94065, and our telephone number is (650) 549-1400. Our website
address is www.jaspertherapeutics.com. Any information contained on, or that can be accessed through, our website is not incorporated
by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection with making any decision
with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost from the SEC’s website
at http://www.sec.gov.
Description of Securities
We may offer shares of our
common stock and preferred stock, depositary shares, various series of debt securities and warrants or rights to purchase any of such
securities, either individually or in combination with other securities or in units, from time to time under this prospectus, together
with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market
conditions at the time of any offering. This prospectus provides you with a general description of the securities we may offer. Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific
amounts, prices and other important terms of the securities, including, to the extent applicable:
| ● | designation
or classification; |
| ● | aggregate
principal amount or aggregate offering price; |
| ● | maturity
date, if applicable; |
| ● | original
issue discount, if any; |
| ● | rates
and times of payment of interest or dividends, if any; |
| ● | redemption,
conversion, exercise, exchange or sinking fund terms, if any; |
| ● | restrictive
covenants, if any; |
| ● | voting
or other rights, if any; |
| ● | conversion
or exchange prices or rates, if any, and, if applicable, any provisions for changes to or
adjustments in the conversion or exchange prices or rates and in the securities or other
property receivable upon conversion or exchange; and |
| ● | material
or special U.S. federal income tax considerations, if any. |
The applicable prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of
the information contained in this prospectus or in the documents we have incorporated by reference.
The securities may be offered
directly to investors from time to time, through agents designated by us or to or through agents, underwriters, brokers or dealers. We,
and our agents, underwriters, brokers or dealers, reserve the right to accept or reject all or part of any proposed purchase of securities.
If we do offer securities to or through agents, underwriters, brokers or dealers, we will include in the applicable prospectus supplement:
| ● | the
names of those agents, underwriters, brokers or dealers; |
| ● | applicable
fees, discounts and commissions to be paid to them; |
| ● | details
regarding over-allotment or other options to purchase additional securities, if any; and |
| ● | the
net proceeds to us, if any. |
Use of Proceeds
Except as described in any
applicable prospectus supplement or in any free writing prospectus we have authorized for use in connection with a specific offering,
we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, which may include
funding research and development, capital expenditures, working capital and general and administrative expenses. See “Use of
Proceeds” on page 8 of this prospectus.
Nasdaq Capital Market Exchange Listing
Our Common Stock is listed
on the Nasdaq Capital Market under the symbol “JSPR.” Our Public Warrants are listed on the Nasdaq Capital Market under the
symbol “JSPRW.”
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed
above under “Cautionary Note Regarding Forward-Looking Statements”, you should carefully consider the risks and uncertainties
described under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K, together with
all of the other information appearing in or incorporated by reference into this prospectus, as updated by our subsequent filings with
the SEC, as well as the risk factors and other information contained in any applicable prospectus supplement and any applicable free
writing prospectus before deciding to invest in our securities. If any of these risks actually occur, it may materially harm our business,
financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could
lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus, any prospectus supplement,
any post-effective amendment or in any filing or document incorporated by reference herein or therein are not the only risks and uncertainties
that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material
and adversely affect our business.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements contained
in this prospectus, including the documents incorporated by reference in this prospectus, may constitute “forward-looking statements”
for purposes of federal securities laws. These forward-looking statements are intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they
do not relate strictly to historical or current facts. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,”
“will,” “would” and similar expressions (including the negative of any of the foregoing) may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements
in this prospectus and the documents incorporated by reference in this prospectus may include, for example, but are not limited to, statements
about:
| ● | our
or our management team’s expectations, hopes, beliefs, intentions or strategies regarding
the future, including those relating to the impact of the Business Combination on our business,
financial condition, liquidity and results of operations; |
| | |
| ● | our
ability to research, discover and develop additional product candidates; |
| | |
| ● | the
success, cost and timing of our product development activities and clinical trials; |
| | |
| ● | the
potential attributes and benefits of our product candidates; |
| | |
| ● | our
ability to obtain and maintain regulatory approval for our product candidates; |
| | |
| ● | our
ability to obtain funding for our operations; |
| | |
| ● | our
projected financial information, anticipated growth rate and market opportunity; |
| | |
| ● | our
ability to maintain the listing of our public securities on the Nasdaq Capital Market; |
| | |
| ● | our
public securities’ potential liquidity and trading; |
| | |
| ● | our
success in retaining or recruiting, or changes required in, officers, key employees or directors; |
| | |
| ● | our
ability to grow and manage growth profitably; |
| | |
| ● | the
implementation, market acceptance and success of our business model, developments and projections
relating to our competitors and industry; |
| | |
| ● | our
ability to obtain and maintain intellectual property protection and not infringe on the rights
of others; |
| | |
| ● | our
ability to identify, in-license or acquire additional technology; and |
| | |
| ● | our
ability to maintain our existing license agreements and manufacturing arrangements. |
We caution you that the foregoing
list may not contain all the forward-looking statements made in this prospectus or in the documents incorporated by reference in this
prospectus.
These forward-looking statements
are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that
future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described under the heading “Risk Factors” in this prospectus, in our Annual Report on Form 10-K for the
year ended December 31, 2022, as filed with the SEC on March 8, 2023, as updated by our subsequent annual, quarterly and other reports
and documents that are incorporated by reference into this prospectus, and elsewhere in the documents incorporated by reference into
this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we
consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place
undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We do not
undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise after the date of this prospectus, except as may be required under applicable securities laws. Our forward-looking statements
do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, other strategic transactions or
investments we may make or enter into.
In addition, statements that
“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based
upon information available to us as of the date of the statement is made, and while we believe such information forms a reasonable basis
for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted
an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and
investors are cautioned not to unduly rely upon these statements.
USE OF PROCEEDS
Except as described in any
applicable prospectus supplement or in any free writing prospectus we have authorized for use in connection with a specific offering,
we currently intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, which
may include funding research and development, capital expenditures, working capital and general and administrative expenses. We also
may use a portion of the net proceeds to acquire or invest in other businesses, products and technologies that are complementary to our
own, although we have no current plans, commitments or agreements to do so.
The amounts of and timing
of our use of the net proceeds from the sale of securities under this prospectus will depend on a number of factors. As of the date of
this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from the sale of securities under
this prospectus or any applicable prospectus supplement. Accordingly, we will retain broad discretion over the use of such proceeds.
We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds, if any, received
from the sale of any securities sold pursuant to such prospectus supplement or free writing prospectus. Pending application of the net
proceeds as described above, we may invest the proceeds in interest-bearing, investment-grade securities, certificates of deposit or
government securities.
DESCRIPTION OF CAPITAL STOCK
The following summary of
certain provisions of our capital stock does not purport to be complete and is subject to our second amended and restated certificate
of incorporation (the “Amended and Restated Certificate of Incorporation”), our third amended and restated bylaws (the “Amended
and Restated Bylaws”) and the provisions of applicable law. A copy of our Amended and Restated Certificate of Incorporation and
a copy of our Amended and Restated Bylaws are filed as exhibits to the registration statement of which this prospectus is a part. See
“Where You Can Find Additional Information.” The summary below is also qualified by reference to the provisions of
the General Corporation Law of the State of Delaware (“DGCL”), as applicable.
Authorized and Outstanding Stock
Our Amended and Restated
Certificate of Incorporation authorizes the issuance of 490,000,000 shares of voting common stock (the “Common Stock”),
2,000,000 shares of non-voting common stock (the “Non-Voting Common Stock”), and 10,000,000 shares of undesignated preferred
stock (the “Preferred Stock”). As of March 31, 2023, we had 109,428,211 shares of Common Stock outstanding and no shares
of Non-Voting Common Stock outstanding.
Common Stock
Under our Amended and Restated
Certificate of Incorporation, holders of our Common Stock and our Non-Voting Common Stock have identical rights other than with respect
to voting and conversion rights, each as described below.
Voting Power
Except as otherwise expressly
provided in our Amended and Restated Certificate of Incorporation or as required by applicable law, on any matter that is submitted to
a vote by our stockholders, holders of our Common Stock are entitled to one vote per share of Common Stock, and holders of Non-Voting
Common Stock shall not be entitled to any votes per share of Non-Voting Common Stock, including for the election of directors.
Conversion Rights
Holders of Common Stock do
not have conversion rights, while holders of Non-Voting Common Stock shall have the right to convert each share of Non-Voting Common
Stock held by such holder into one share of Common Stock at such holder’s election by providing written notice to us, provided
that as a result of such conversion, such holder, together with its affiliates and any members of a Schedule 13(d) group with such holder,
would not beneficially own in excess of 9.9% of our Common Stock following such conversion. However, this ownership limitation may be
increased to any other percentage designated by such holder of our Non-Voting Common Stock (and applicable only to such holder) upon
61 days’ prior written notice to us or decreased to any other percentage designated by such holder of our Non-Voting Common Stock
(and applicable only to such holder) at any time upon prior written notice to us. Holders of our Non-Voting Common Stock are also permitted
to make certain transfers to non-affiliates upon which such transferred shares would immediately convert to shares of our Common Stock
upon the written request of the original holder and the written certification from the transferee holder of its non-affiliation with
the original holder of such Non-Voting Common Stock.
Dividends
Holders of our Common Stock
are entitled to receive ratably any dividends declared by our board of directors (the “Board”) or a committee thereof out
of funds legally available for that purpose, subject to any preferential dividend rights of any then outstanding preferred stock. Our
Common Stock does not have preemptive rights or other subscription rights or redemption or sinking fund provisions.
Liquidation, Dissolution and Winding
Up
In the event of our voluntary
or involuntary liquidation, dissolution or winding up, our net assets will be distributed pro rata to the holders of our Common Stock,
subject to any liquidation preference of any then outstanding preferred stock. The holders of Non-Voting Common Stock rank on parity
with holders of Common Stock as to such distributions.
Preemptive or Other Rights
Our stockholders have no
preemptive or other subscription rights, and there are no sinking fund or redemption provisions applicable to our Common Stock.
Election of Directors
Our Board is divided into
three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a
three-year term, except that our current Class II directors are serving an initial two-year term (and three-year terms subsequently).
There is no cumulative voting with respect to the election of directors.
Preferred Stock
Our Amended and Restated
Certificate of Incorporation provides that shares of our Preferred Stock may be issued from time to time in one or more series. Our Board
is authorized to fix the number of shares applicable to any such series of Preferred Stock and to determine or alter for each such series,
such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional or
other rights and such qualifications, limitations or restrictions thereof. Our Board will be able to, without stockholder approval, issue
Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of our Common
Stock and could have anti-takeover effects. The ability of our Board to issue Preferred Stock without stockholder approval could have
the effect of delaying, deferring or preventing a change of control of our company or the removal of existing management. As of March
31, 2023, there were no shares of preferred stock outstanding.
Certain Anti-Takeover Provisions of Delaware
Law
Special Meetings of Stockholders
Our Amended and Restated
Bylaws provide that special meetings of stockholders may be called only by a majority vote of our Board, by the Chairman of our Board,
or by our Chief Executive Officer. Our Amended and Restated Bylaws limit the business that may be conducted at an annual meeting of stockholders
to those matters properly brought before the meeting.
Advance Notice Requirements for Stockholder
Proposals and Director Nominations
Our Amended and Restated
Bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely under our Amended
and Restated Bylaws, a stockholder’s notice will generally need to be received by the corporate secretary at our principal executive
offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th
day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the
annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of the preceding year’s
annual meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so received not
earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business
on the later of the 90th day prior to such annual meeting and the 10th day following the day on which notice of
the date of such annual meeting was mailed or public announcement of the date of such meeting is first made, whichever first occurs.
Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods
contained therein. Our Amended and Restated Bylaws specify certain requirements as to the form and content of a stockholders’ meeting.
These provisions may preclude our stockholders from bringing matters before an annual meeting of stockholders or from making nominations
for directors at an annual meeting of stockholders.
Authorized but Unissued Shares
The authorized but unissued
Common Stock and Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety
of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence
of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain
control of our company by means of a proxy contest, tender offer, merger or otherwise.
Written Consent by Stockholders
Our Amended and Restated
Certificate of Incorporation and our Amended and Restated Bylaws provide that no action shall be taken by our stockholders except at
an annual or special meeting of stockholders called in accordance with our Amended and Restated Bylaws, and no action shall be taken
by the stockholders by written consent or electronic transmission.
Amendments to Certificate of Incorporation
and Bylaws
Our Amended and Restated
Certificate of Incorporation requires the affirmative vote of the holders of at least 66⅔% of the voting power of all of the then-outstanding
shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class to alter, amend
or appeal Articles V (regarding directors), VI (regarding indemnification), VII (exclusive forum) or VIII (regarding amendments of our
Amended and Restated Certificate of Incorporation) of our Amended and Restated Certificate of Incorporation (provided that as of September 24,
2024, such reference to “66⅔%” shall be deemed to be “50%”).
Our Amended and Restated
Bylaws provide that they may be adopted, amended, or repealed by our stockholders by the affirmative vote of the holders of at least
66⅔% of the voting power of all of our then outstanding capital stock entitled to vote generally in the election of directors,
voting together as a single class (provided that as of September 24, 2024, such reference to “66⅔%” shall be
deemed to be “50%”).
Removal of Directors
Our Amended and Restated
Certificate of Incorporation provides that, subject to the rights of any series of preferred stock, directors may be removed at any time,
but only for cause and only by the affirmative vote of 66⅔% of the voting power of all then outstanding capital stock entitled
to vote generally at an election of directors, voting together as a single class (provided that as of September 24, 2024, such reference
to “66⅔%” shall be deemed to be “50%”).
Exclusive Forum Selection
Our Amended and Restated
Certificate of Incorporation and our Amended and Restated Bylaws provide that the Court of Chancery of the State of Delaware is the sole
and exclusive forum for the following claims or causes of actions or proceedings under Delaware statutory or common law: (i) any derivative
action or claim brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our
current or former directors, officers or other employees to our company or our stockholders; (iii) any action or proceeding asserting
a claim against us or any of our current or former directors, officers or other employees, arising out of or pursuant to any provision
of the DGCL, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws; (iv) any action asserting a claim
against us or any of our directors, officers, or other employees governed by the internal-affairs doctrine or otherwise related to our
internal affairs; (v) any action or claim to interpret, apply, enforce or determine the validity of our Amended and Restated Certificate
of Incorporation or Amended and Restated Bylaws; and (vi) any action or claim as to which the DGCL confers jurisdiction to the Court
of Chancery of the State of Delaware, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction
over the indispensable parties named as defendants. Further, pursuant to our Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws, these foregoing provisions would not apply to suits brought to enforce a duty or liability created by the Exchange
Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity holding, owning
or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to such provisions.
Although we believe these
provisions benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which they apply,
a court may determine that these provisions are unenforceable, and to the extent they are enforceable, the provisions may have the effect
of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance
with federal securities laws and the rules and regulations thereunder. Additionally, we cannot be certain that a court will decide that
these provisions are either applicable or enforceable, and if a court were to find the choice of forum provisions contained in our Amended
and Restated Certificate of Incorporation and our Amended and Restated Bylaws to be inapplicable or unenforceable in an action, we may
incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results
and financial condition.
Our Amended and Restated
Certificate of Incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable
law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought
to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal
courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent
or contrary rulings by different courts, among other considerations, our Amended and Restated Certificate of Incorporation and our Amended
and Restated Bylaws provide that the federal district courts of the United States are the exclusive forum for resolving any complaint
asserting a cause of action arising under the Securities Act, including all causes of action asserted against any defendant named in
such complaint.
Section 203 of the Delaware General Corporation
Law
We are subject to provisions
of Section 203 of the DGCL regulating corporate takeovers under our Amended and Restated Certificate of Incorporation. This statute prevents
certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:
| ● | a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”); |
| ● | an
affiliate of an interested stockholder; or |
| ● | an
associate of an interested stockholder, for three years following the date that the stockholder
became an interested stockholder. |
A “business combination”
includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
| ● | our
Board approves the transaction that made the stockholder an “interested stockholder,”
prior to the date of the transaction; |
| ● | after
the completion of the transaction that resulted in the stockholder becoming an interested
stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time
the transaction commenced, other than statutorily excluded shares of common stock; or |
| ● | on
or subsequent to the date of the transaction, our initial business combination is approved
by our Board and authorized at a meeting of our stockholders, and not by written consent,
by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by
the interested stockholder. |
Under certain circumstances,
this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business
combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance
with our Board because the stockholder approval requirement would be avoided if our Board approves either the business combination or
the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing
changes in our Board, and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their
best interests.
Limitation on Liability and Indemnification
of Directors and Officers
Our Amended and Restated
Certificate of Incorporation eliminates directors’ liability for monetary damages to the fullest extent permitted by applicable
law. Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws require us to indemnify and advance expenses
to, to the fullest extent permitted by applicable law, its directors and officers. Our Amended and Restated Certificate of Incorporation
and our Amended and Restated Bylaws authorize our Board to determine whether to indemnify and advance expenses to, as set forth in the
DGCL or any other applicable law, our employees and other agents. Further, our Amended and Restated Certificate of Incorporation prohibits
any retroactive changes to the rights or protections or increase the liability of any director in effect at the time of the alleged occurrence
of any act or omission to act giving rise to liability or indemnification. We believe that these provisions in our Amended and Restated
Certificate of Incorporation and our Amended and Restated Bylaws are necessary to attract and retain qualified persons as directors and
officers. However, these provisions may discourage stockholders from bringing a lawsuit against directors us for breach of their fiduciary
duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even
though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment
may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these
indemnification provisions.
Public Warrants
Our Public Warrants are issued
under that certain warrant agreement dated November 19, 2019 (the “Warrant Agreement”), by and between us and Continental
Stock Transfer & Trust Company, as warrant agent. Pursuant to the Warrant Agreement, each Public Warrant entitles the registered
holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time.
The Public Warrants will expire on September 24, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
As of March 31, 2023, a total of 4,999,863 shares of Common Stock were issuable upon the exercise of the Public Warrants.
We will not be obligated
to deliver any shares of Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public
Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. No Public Warrant will be exercisable and we will not be obligated to issue shares of Common Stock upon exercise
of a Public Warrant unless the Common Stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be
exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will
not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless.
We agreed that as soon as
practicable, but in no event later than 15 business days, after the Closing, we would use our reasonable best efforts to file, and
within 60 business days following the Business Combination to have declared effective, a registration statement for the registration,
under the Securities Act, of the shares of Common Stock issuable upon exercise of the Public Warrants. We filed a registration statement
in October 2021 in order to satisfy the foregoing obligations. We will use our reasonable best efforts to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance
with the provisions of the Warrant Agreement. Notwithstanding the above, if our Common Stock is at the time of any exercise of a Public
Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Public Warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
We may call the Public Warrants
for redemption:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrant
holder; and |
| ● | if,
and only if, the reported last sale price of our Common Stock equals or exceeds $18.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending three
business days before we send the notice of redemption to the warrant holders. |
If and when the Public Warrants
become redeemable by us, we may exercise our redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants
is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or
qualification.
We have established the last
of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants,
each warrant holder will be entitled to exercise its Public Warrant prior to the scheduled redemption date. However, the price of the
Common Stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
If we call the Public Warrants
for redemption as described above, our management will have the option to require any holder that wishes to exercise its Public Warrant
to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of Public Warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Common Stock issuable upon the exercise of the
Public Warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering
their Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of our Common Stock underlying the Public Warrants, multiplied by the excess of the “fair market value”
(defined below) over the exercise price of the Public Warrants by (y) the fair market value. The “fair market value”
shall mean the average last reported sale price of our Common Stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option,
the notice of redemption will contain the information necessary to calculate the number of shares of our Common Stock to be received
upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this
manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a Public Warrant redemption. We believe
this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants.
A holder of a Public Warrant
may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such
Public Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the Public Warrant agent’s actual knowledge, would beneficially own in excess of 4.8% or 9.8% (or such other amount
as a holder may specify) of the shares of our Common Stock outstanding immediately after giving effect to such exercise.
If the number of outstanding
shares of our Common Stock is increased by a stock dividend payable in shares of our Common Stock, or by a split-up of shares of our
Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares
of our Common Stock issuable on exercise of each Public Warrant will be increased in proportion to such increase in the outstanding shares
of our Common Stock. A rights offering to holders of our Common Stock entitling holders to purchase shares of our Common Stock at a price
less than the fair market value will be deemed a stock dividend of a number of shares of our Common Stock equal to the product of (i) the
number of shares of our Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such
rights offering that are convertible into or exercisable for our Common Stock) multiplied by (ii) one minus the quotient of (x) the
price per share of our Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if
the rights offering is for securities convertible into or exercisable for our Common Stock, in determining the price payable for our
Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon
exercise or conversion and (ii) fair market value means the volume weighted average price of our Common Stock as reported during
the ten-trading day period ending on the trading day prior to the first date on which the shares of our Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any
time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets
to the holders of our Common Stock on account of such shares of our Common Stock (or other shares of our capital stock into which the
Public Warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends or (c) to satisfy
the redemption rights of the holders of our Common Stock in connection with the Closing, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or
other assets paid on each share of our Common Stock in respect of such event.
If the number of outstanding
shares of our Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of our Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of our Common Stock issuable on exercise of each Public Warrant will be decreased in proportion to
such decrease in outstanding shares of our Common Stock.
Whenever the number of shares
of our Common Stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant exercise price
will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator
of which will be the number of shares of our Common Stock purchasable upon the exercise of the Public Warrants immediately prior to such
adjustment, and (y) the denominator of which will be the number of shares of our Common Stock purchasable immediately thereafter.
In case of any reclassification
or reorganization of the outstanding shares of our Common Stock (other than those described above or that solely affects the par value
of such shares of our Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of our Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the
Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Public Warrants and in lieu of the shares of our Common Stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that
the holder of the Public Warrants would have received if such holder had exercised their Public Warrants immediately prior to such event.
If less than 70% of the consideration receivable by the holders of our Common Stock in such a transaction is payable in the form
of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrant
properly exercises the Public Warrant within thirty days following public disclosure of such transaction, the Public Warrant exercise
price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement) of
the Public Warrant. The Public Warrants will be issued in registered form under the Warrant Agreement. You should review a copy of the
Warrant Agreement, which has been publicly filed with the SEC and which you can find in the list of exhibits to this registration statement,
for a complete description of the terms and conditions applicable to the Public Warrants. The Warrant Agreement provides that the terms
of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects
the interests of the registered holders of Public Warrants.
The Public Warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the
exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Public Warrants
being exercised. The warrant holders do not have the rights or privileges of holders of our Common Stock or any voting rights until they
exercise their Public Warrants and receive shares of our Common Stock. After the issuance of shares of our Common Stock upon exercise
of the Public Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
No fractional shares will
be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number of shares of our Common Stock to be issued to the
warrant holder.
Transfer Agent and Warrant Agent
The transfer agent for our
Common Stock and warrant agent for the Public Warrants is Continental Stock Transfer & Trust Company.
Stock Exchange Listing
Our Common Stock and Public
Warrants are listed on the Nasdaq Capital Market under the symbols “JSPR” and “JSPRW”, respectively.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes
the general terms and provisions of our debt securities. When we offer to sell a particular series of debt securities, we will describe
the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement whether the general terms
and provisions described in this prospectus apply to a particular series of debt securities. To the extent the information contained
in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.
Unless otherwise specified
in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and will rank equally with all of our
other unsecured and unsubordinated indebtedness. In the event that any series of debt securities will be subordinated to other indebtedness
that we have outstanding or may incur, the terms of the subordination will be set forth in the prospectus supplement relating to the
subordinated debt securities.
The debt securities will
be issued under an indenture between Jasper and a trustee named in the prospectus supplement. We have summarized select portions of the
indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration statement and
you should read the indenture for provisions that may be important to you. Capitalized terms used in the summary have the meaning specified
in the indenture.
General
The terms of each series
of debt securities will be established by or pursuant to a resolution of our Board and set forth or determined in the manner provided
in a resolution of our Board, in an officer’s certificate or by a supplemental indenture. The particular terms of each series of
debt securities will be described in a prospectus supplement relating to such series, including any pricing supplement or term sheet.
We can issue an unlimited
amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium,
or at a discount. We will set forth in a prospectus supplement, including any pricing supplement or term sheet, relating to any series
of debt securities being offered, the aggregate principal amount and the following terms of the debt securities, to the extent applicable:
| ● | the
title of the debt securities; |
| ● | the
price or prices (expressed as a percentage of the principal amount) at which we will issue
the debt securities; |
| ● | any
limit on the aggregate principal amount of the debt securities; |
| ● | the
date or dates on which we will pay the principal on the debt securities; |
| ● | the
form of the debt securities; |
| ● | the
rate or rates (which may be fixed or variable) per annum or the method used to determine
the rate or rates (including any commodity, commodity index, stock exchange index or financial
index) at which the debt securities will bear interest, the date or dates from which interest
will accrue, the date or dates on which interest will commence and be payable and any regular
record date for the interest payable on any interest payment date; |
| ● | the
place or places where principal of and interest on the debt securities will be payable; |
| ● | the
applicability of any guarantees; |
| ● | the
terms and conditions upon which we may redeem the debt securities; |
| ● | whether
and under what circumstances, if any, we will pay additional amounts on any debt securities
held by a person who is not a United States person for tax purposes, and whether we can redeem
the debt securities if we have to pay such additional amounts; |
| ● | any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund
or analogous provisions or at the option of a holder of debt securities; |
| ● | the
dates on which and the price or prices at which we will repurchase debt securities at the
option of the holders of debt securities and other detailed terms and provisions of these
repurchase obligations; |
| ● | the
denominations in which the debt securities will be issued, if other than denominations of
$1,000 and any integral multiple thereof; |
| ● | whether
the debt securities will be issued in the form of certificated debt securities or global
debt securities; |
| ● | if
the debt securities of the series will be issued in whole or in part in the form of a global
debt security, the terms and conditions, if any, upon which such global debt security may
be exchanged in whole or in part for other individual debt securities in definitive registered
form, the depositary (as defined in the applicable prospectus supplement) for such global
security and the form of any legend or legends to be borne by any such global security in
addition to or in lieu of the legend referred to in the indenture; |
| ● | the
principal amount due at maturity, and whether the debt securities will be issued with original
issue discount; |
| ● | the
portion of principal amount of the debt securities payable upon declaration of acceleration
of the maturity date, if other than the principal amount; |
| ● | the
currency of denomination of the debt securities; |
| ● | the
designation of the currency, currencies or currency units in which payment of principal of
and interest on the debt securities will be made; |
| ● | if
payments of principal of or interest on the debt securities will be made in one or more currencies
or currency units other than that or those in which the debt securities are denominated,
the manner in which the exchange rate with respect to these payments will be determined; |
| ● | the
manner in which the amounts of payment of principal of or interest on the debt securities
will be determined, if these amounts may be determined by reference to an index based on
a currency or currencies other than that in which the debt securities are denominated or
designated to be payable or by reference to a commodity, commodity index, stock exchange
index or financial index; |
| ● | any
provisions relating to any security provided for the debt securities; |
| ● | the
terms of the subordination of any series of the debt securities; |
| ● | restrictions
on transfer, sale or other assignment of the debt securities, if any; |
| ● | if
the principal amount payable at the stated maturity of debt securities of the series will
not be determinable as of any one or more dates prior to such stated maturity, the amount
that will be deemed to be such principal amount as of any such date for any purpose, including
the principal amount thereof which will be due and payable upon any maturity other than the
stated maturity or which will be deemed to be outstanding as of any such date (or, in any
such case, the manner in which such deemed principal amount is to be determined), and if
necessary, the manner of determining the equivalent thereof in U.S. dollars; |
| ● | the
right, if any, to extend the interest payment periods or defer the payment of interest and
maximum length of any such deferral period; |
| ● | with
regard to the debt securities that do not bear interest, the dates for certain required reports
to the trustee; |
| ● | any
provisions granting special rights to holders when a specified event occurs; |
| ● | any
addition to or change in the provisions relating to or dealing with defeasance; |
| ● | any
addition to or change in the events of default described in this prospectus or in the indenture
with respect to the debt securities and any change in the acceleration provisions described
in this prospectus or in the indenture with respect to the debt securities; |
| ● | any
addition to or change in the covenants described in this prospectus or in the indenture with
respect to the debt securities; |
| ● | any
other terms of the debt securities, which may supplement, modify or delete any provision
of the indenture as it applies to that series; and |
| ● | any
depositaries, interest rate calculation agents, exchange rate calculation agents or other
agents with respect to the debt securities. |
In addition, the indenture
does not limit our ability to issue convertible or subordinated debt securities. Any conversion or subordination provisions of a particular
series of debt securities will be set forth in the resolution of our Board, the officer’s certificate or supplemental indenture
related to that series of debt securities and will be described in the relevant prospectus supplement. Such terms may include provisions
for conversion, either mandatory, at the option of the holder or at our option, in which case the number of shares of common stock or
other securities to be received by the holders of debt securities would be calculated as of a time and in the manner stated in the prospectus
supplement.
We may issue debt securities
that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity
pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable prospectus supplement.
If we denominate the purchase
price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and
interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will
provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect
to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus
supplement.
Transfer and Exchange
Each debt security will be
represented by either one or more global securities registered in the name of The Depository Trust Company, as depositary, or a nominee
(we will refer to any debt security represented by a global debt security as a book-entry debt security), or a certificate issued in
definitive registered form (we will refer to any debt security represented by a certificated security as a certificated debt security)
as set forth in the applicable prospectus supplement. Except as set forth under the heading “—Global Debt Securities and
Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.
Certificated Debt Securities.
You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of
the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment
of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.
You may effect the transfer
of certificated debt securities and the right to receive the principal of and interest on, certificated debt securities only by surrendering
the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the
new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities
and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of,
the depositary, and registered in the name of the depositary or a nominee of the depositary.
We will require the depositary
to agree to follow the following procedures with respect to book-entry debt securities.
Ownership of beneficial interests
in book-entry debt securities will be limited to persons who have accounts with the depositary for the related global debt security,
which we refer to as participants, or persons who may hold interests through participants. Upon the issuance of a global debt security,
the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal amounts of the book-entry debt securities represented by such global debt security beneficially owned by such participants.
The accounts to be credited will be designated by any dealers, underwriters or agents participating in the distribution of the book-entry
debt securities. Ownership of book-entry debt securities will be shown on, and the transfer of such ownership interests will be effected
only through, records maintained by the depositary for the related global debt security (with respect to interests of participants) and
on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require
that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability
to own, transfer or pledge beneficial interests in book-entry debt securities.
So long as the depositary
for a global debt security, or its nominee, is the registered owner of that global debt security, the depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the book-entry debt securities represented by such global debt security for
all purposes under the indenture. Except as described below, beneficial owners of book-entry debt securities will not be entitled to
have securities registered in their names, will not receive or be entitled to receive physical delivery of a certificate in definitive
form representing securities and will not be considered the owners or holders of those securities under the indenture. Accordingly, each
person beneficially owning book-entry debt securities must rely on the procedures of the depositary for the related global debt security
and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise
any rights of a holder under the indenture.
We understand, however, that
under existing industry practice, the depositary will authorize the persons on whose behalf it holds a global debt security to exercise
certain rights of holders of debt securities, and the indenture provides that we, the trustee and our respective agents will treat as
the holder of a debt security the persons specified in a written statement of the depositary with respect to that global debt security
for purposes of obtaining any consents or directions required to be given by holders of the debt securities pursuant to the indenture.
We will make payments of
principal of, and premium and interest on, book-entry debt securities to the depositary or its nominee, as the case may be, as the registered
holder of the related global debt security. Jasper, the trustee and any other agent of ours or agent of the trustee will not have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in
a global debt security or for maintaining, supervising or reviewing any records relating to beneficial ownership interests.
We expect that the depositary,
upon receipt of any payment of principal of, and premium or interest on, a global debt security, will immediately credit participants’
accounts with payments in amounts proportionate to the respective amounts of book-entry debt securities held by each participant as shown
on the records of such depositary. We also expect that payments by participants to owners of beneficial interests in book-entry debt
securities held through those participants will be governed by standing customer instructions and customary practices, as is now the
case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of those participants.
We will issue certificated
debt securities in exchange for each global debt security if the depositary is at any time unwilling or unable to continue as depositary
or ceases to be a clearing agency registered under the Exchange Act and a successor depositary registered as a clearing agency under
the Exchange Act is not appointed by us within 90 days. In addition, we may at any time and in our sole discretion determine not to have
the book-entry debt securities of any series represented by one or more global debt securities and, in that event, will issue certificated
debt securities in exchange for the global debt securities of that series. Global debt securities will also be exchangeable by the holders
for certificated debt securities if an event of default with respect to the book-entry debt securities represented by those global debt
securities has occurred and is continuing. Any certificated debt securities issued in exchange for a global debt security will be registered
in such name or names as the depositary shall instruct the trustee. We expect that such instructions will be based upon directions received
by the depositary from participants with respect to ownership of book-entry debt securities relating to such global debt security.
We have obtained the foregoing
information concerning the depositary and the depositary’s book-entry system from sources we believe to be reliable, but we take
no responsibility for the accuracy of this information.
No Protection in the Event of a Change of
Control
Unless we state otherwise
in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities
protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction
results in a change in control) that could adversely affect holders of debt securities.
Covenants
We will set forth in the
applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.
Subordination
Debt securities of a series
may be subordinated, which we refer to as subordinated debt securities, to senior indebtedness (as defined in the applicable prospectus
supplement) to the extent set forth in the prospectus supplement relating thereto. To the extent we conduct operations through subsidiaries,
the holders of debt securities (whether or not subordinated debt securities) will be structurally subordinated to the creditors of our
subsidiaries.
Consolidation, Merger or Sale of Assets
We may not consolidate with
or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any person, which we refer
to as a successor person, unless:
| ● | we
are the surviving corporation or the successor person (if other than our Company) is a corporation
organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly
assumes our obligations on the debt securities and under the indenture; |
| ● | immediately
after giving effect to the transaction, no event of default, and no event which, after notice
or lapse of time, or both, would become an event of default, shall have occurred and be continuing
under the indenture; and |
| ● | certain
other conditions are met. |
Notwithstanding the above,
any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us.
Events of Default
Event of default means, with
respect to any series of debt securities, any of the following:
| ● | default
in the payment of any interest upon any debt security of that series when it becomes due
and payable, and continuance of that default for a period of 30 days (unless the entire amount
of the payment is deposited by us with the trustee or with a paying agent prior to the expiration
of the 30-day period); |
| ● | default
in the payment of principal of any debt security of that series when due and payable; |
| ● | default
in the performance or breach of any other covenant or warranty by us in the indenture or
any debt security (other than a covenant or warranty that has been included in the indenture
solely for the benefit of a series of debt securities other than that series), which default
continues uncured for a period of 60 days after we receive written notice from the trustee
or we and the trustee receive written notice from the holders of not less than 25% in principal
amount of the outstanding debt securities of that series as provided in the indenture; |
| ● | certain
events of bankruptcy, insolvency or reorganization of our company; and |
| ● | any
other event of default provided with respect to debt securities of that series that is described
in the applicable prospectus supplement accompanying this prospectus. |
No event of default with
respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily
constitutes an event of default with respect to any other series of debt securities. The occurrence of certain events of default or an
acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to
time.
If an event of default with
respect to debt securities of any series outstanding at the time occurs and is continuing, then the trustee or the holders of not less
than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee
if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount
securities, that portion of the principal amount as may be specified in the terms of that series) of, and accrued and unpaid interest,
if any, on all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency
or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities
will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding
debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before
a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of
the outstanding debt securities of that series may rescind and annul the acceleration if all events of default, other than the non-payment
of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided
in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for
the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence
of an event of default.
The indenture provides that
the trustee will be under no obligation to exercise any of its rights or powers under the indenture, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain rights of the trustee, the holders of a majority in principal
amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities
of that series.
No holder of any debt security
of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment
of a receiver or trustee, or for any remedy under the indenture, unless:
| ● | that
holder has previously given to the trustee written notice of a continuing event of default
with respect to debt securities of that series; and |
| ● | the
holders of not less than 25% in principal amount of the outstanding debt securities of that
series have made written request, and offered reasonable indemnity, to the trustee to institute
the proceeding as trustee, and the trustee has not received from the holders of not less
than 25% in principal amount of the outstanding debt securities of that series a direction
inconsistent with that request and has failed to institute the proceeding within 60 days. |
Notwithstanding the foregoing,
the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of and any interest
on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.
The indenture requires us,
within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. The indenture
provides that the trustee may withhold notice to the holders of debt securities of any series of any default or event of default (except
in payment on any debt securities of that series) with respect to debt securities of that series if it in good faith determines that
withholding notice is in the interest of the holders of those debt securities.
Modification and Waiver
We may modify and amend the
indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series
affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each
affected debt security then outstanding if that amendment will:
| ● | reduce
the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
| ● | reduce
the rate of or extend the time for payment of interest (including default interest) on any
debt security; |
| ● | reduce
the principal of or change the fixed maturity of any debt security or reduce the amount of,
or postpone the date fixed for, the payment of any sinking fund or analogous obligation with
respect to any series of debt securities; |
| ● | reduce
the principal amount of discount securities payable upon acceleration of maturity; |
| ● | waive
a default in the payment of the principal of or interest on any debt security (except a rescission
of acceleration of the debt securities of any series by the holders of at least a majority
in aggregate principal amount of the then outstanding debt securities of that series and
a waiver of the payment default that resulted from such acceleration); |
| ● | make
the principal of or interest on any debt security payable in currency other than that stated
in the debt security; |
| ● | make
any change to certain provisions of the indenture relating to, among other things, the right
of holders of debt securities to receive payment of the principal of and interest on those
debt securities and to institute a suit for the enforcement of any such payment and to waivers
or amendments; or |
| ● | waive
a redemption payment with respect to any debt security. |
Except for certain specified
provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of
the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in
principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series
waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal
of or any interest on, any debt security of that series; provided, however, that the holders of a majority in principal amount
of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default
that resulted from the acceleration.
Defeasance of Debt Securities and Certain
Covenants in Certain Circumstances
Legal Defeasance.
The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged
from any and all obligations in respect of the debt securities of any series (except for certain obligations to register the transfer
or exchange of debt securities of such series, to replace stolen, lost or mutilated debt securities of such series, and to maintain paying
agencies and certain provisions relating to the treatment of funds held by paying agents). We will be so discharged upon the deposit
with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency
other than U.S. dollars, foreign government obligations, that, through the payment of interest and principal in accordance with their
terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent certified public accountants
to pay and discharge each installment of principal and interest on and any mandatory sinking fund payments in respect of the debt securities
of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.
This discharge may occur
only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has
been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been
a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income
tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same
amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.
Defeasance of Certain
Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon
compliance with certain conditions:
| ● | we
may omit to comply with the covenant described under the heading “—Consolidation,
Merger or Sale of Assets” and certain other covenants set forth in the indenture,
as well as any additional covenants that may be set forth in the applicable prospectus supplement;
and |
| ● | any
omission to comply with those covenants will not constitute a default or an event of default
with respect to the debt securities of that series, or covenant defeasance. |
The conditions include:
| ● | depositing
with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, foreign government obligations,
that, through the payment of interest and principal in accordance with their terms, will
provide money in an amount sufficient in the opinion of a nationally recognized firm of independent
certified public accountants to pay and discharge each installment of principal of and interest
on and any mandatory sinking fund payments in respect of the debt securities of that series
on the stated maturity of those payments in accordance with the terms of the indenture and
those debt securities; and |
| ● | delivering
to the trustee an opinion of counsel to the effect that the holders of the debt securities
of that series will not recognize income, gain or loss for United States federal income tax
purposes as a result of the deposit and related covenant defeasance and will be subject to
United States federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if the deposit and related covenant defeasance had not
occurred. |
Covenant Defeasance and
Events of Default. In the event we exercise our option to effect covenant defeasance with respect to any series of debt securities
and the debt securities of that series are declared due and payable because of the occurrence of any event of default, the amount of
money and/or U.S. government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts
due on the debt securities of that series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt
securities of that series at the time of the acceleration resulting from the event of default. In such a case, we would remain liable
for those payments.
“Foreign Government
Obligations” means, with respect to debt securities of any series that are denominated in a currency other than U.S. dollars:
| ● | direct
obligations of the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged which are not callable or redeemable
at the option of the issuer thereof; or |
| ● | obligations
of a person controlled or supervised by or acting as an agency or instrumentality of that
government, the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by that government which are not callable or redeemable at the option of
the issuer thereof. |
Regarding the Trustee
The indenture provides that,
except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the
indenture. During the existence of an event of default, the trustee will exercise such rights and powers vested in it under the indenture
and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.
The indenture and provisions
of the Trust Indenture Act of 1939, as amended, that are incorporated by reference therein contain limitations on the rights of the trustee,
should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it
in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our
affiliates; provided, however, that if it acquires any conflicting interest (as defined in the indentures or in the Trust
Indenture Act of 1939, as amended), it must eliminate such conflict or resign.
Regarding Payments and Paying Agents
Unless we state otherwise
in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to
the person in whose name the debt securities are registered at the close of business on the regular record date for the interest payment.
We will pay principal of
and any premium and interest on the debt securities of a particular series at the office of the paying agent designated by us, except
that unless we indicate otherwise in the applicable prospectus supplement, we will make interest payments by check that we will mail
to the holder or by wire transfer to certain holders. Unless we indicate otherwise in the applicable prospectus supplement, we will designate
the corporate trust office of the debenture trustee as our sole paying agent for payments with respect to debt securities of each series.
We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a
particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying
agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at
the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the
debt security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt
securities will be governed by, and construed in accordance with, the internal laws of the State of New York.
DESCRIPTION OF WARRANTS
We may issue warrants to
purchase debt securities, preferred stock or common stock. We may issue warrants independently or together with any other securities
we offer under a prospectus supplement. The warrants may be attached to or separate from the securities. We will issue each series of
warrants under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent. The statements made
in this section relating to the warrant agreement are summaries only. These summaries are not complete. When we issue warrants, we will
provide the specific terms of the warrants and the applicable warrant agreement in a prospectus supplement. To the extent the information
contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.
For more detail, we refer you to the applicable warrant agreement itself, which we will file as an exhibit to, or incorporate by reference
in, the registration statement.
Debt Warrants
We will describe in the applicable
prospectus supplement the terms of the debt warrants being offered, the warrant agreement relating to the debt warrants and the debt
warrant certificates representing the debt warrants, including:
| ● | the
title of the debt warrants; |
| ● | the
aggregate number of the debt warrants; |
| ● | the
price or prices at which the debt warrants will be issued; |
| ● | the
currencies in which the debt warrants are being offered; |
| ● | the
designation, aggregate principal amount and terms of the debt securities purchasable upon
exercise of the debt warrants, and the procedures and conditions relating to the exercise
of the debt warrants; |
| ● | the
designation and terms of any related debt securities with which the debt warrants are issued,
and the number of the debt warrants issued with each security; |
| ● | the
date, if any, on and after which the debt warrants and the related debt securities will be
separately transferable; |
| ● | the
principal amount of debt securities purchasable upon exercise of each debt warrant, and the
price at which the principal amount of the debt securities may be purchased upon exercise; |
| ● | the
terms of any rights to redeem or call the debt warrants; |
| ● | the
date on which the right to exercise the debt warrants will commence, and the date on which
the right will expire; |
| ● | the
maximum or minimum number of the debt warrants that may be exercised at any time; |
| ● | the
identity of the warrant agent for the warrants and of any other depositaries, execution or
paying agents, transfer agents, registrars or other agents; |
| ● | information
with respect to book-entry procedures, if any; |
| ● | the
manner in which the warrant agreements and warrants may be modified; |
| ● | a
discussion of the material United States federal income tax considerations applicable to
the exercise of the debt warrants; and |
| ● | any
other terms of the debt warrants and terms, procedures and limitations relating to the exercise
of the debt warrants. |
Holders may exchange debt
warrant certificates for new debt warrant certificates of different denominations, and may exercise debt warrants at the corporate trust
office of the warrant agent or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their debt
warrants, holders of debt warrants will not have any of the rights of holders of the securities purchasable upon the exercise and will
not be entitled to payments of principal, premium or interest on the securities purchasable upon the exercise of debt warrants.
Equity Warrants
We will describe in the applicable
prospectus supplement the terms of the preferred stock warrants or common stock warrants being offered, the warrant agreement relating
to the preferred stock warrants or common stock warrants and the warrant certificates representing the preferred stock warrants or common
stock warrants, including:
| ● | the
title of the warrants; |
| ● | the
securities for which the warrants are exercisable; |
| ● | the
price or prices at which the warrants will be issued; |
| ● | the
currencies in which the warrants are being offered; |
| ● | if
applicable, the number of warrants issued with each share of preferred stock or share of
common stock; |
| ● | if
applicable, the date on and after which the warrants and the related preferred stock or common
stock will be separately transferable; |
| ● | the
terms of any rights to redeem or call the warrants; |
| ● | the
date on which the right to exercise the warrants will commence, and the date on which the
right will expire; |
| ● | the
maximum or minimum number of warrants which may be exercised at any time; |
| ● | the
identity of the warrant agent for the warrants and of any other depositaries, execution or
paying agents, transfer agents, registrars or other agents; |
| ● | information
with respect to book-entry procedures, if any; |
| ● | the
manner in which the warrant agreements and warrants may be modified; |
| ● | a
discussion of the material United States federal income tax considerations applicable to
exercise of the warrants; and |
| ● | any
other terms of the warrants, including terms, procedures and limitations relating to the
exchange and exercise of the warrants. |
Unless otherwise provided
in the applicable prospectus supplement, holders of equity warrants will not be entitled, by virtue of being such holders, to vote, consent,
receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any
other matter, or to exercise any rights whatsoever as stockholders.
Except as provided in the
applicable prospectus supplement, the exercise price payable and the number of shares of common stock or preferred stock purchasable
upon the exercise of each warrant will be subject to adjustment in certain events, including the issuance of a stock dividend to holders
of common stock or preferred stock or a stock split, reverse stock split, combination, subdivision or reclassification of common stock
or preferred stock. In lieu of adjusting the number of shares of common stock or preferred stock purchasable upon exercise of each warrant,
we may elect to adjust the number of warrants. Unless otherwise provided in the applicable prospectus supplement, no adjustments in the
number of shares purchasable upon exercise of the warrants will be required until all cumulative adjustments require an adjustment of
at least 1% thereof. We may, at our option, reduce the exercise price at any time. No fractional shares will be issued upon exercise
of warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, except as otherwise
provided in the applicable prospectus supplement, in case of any consolidation, merger, or sale or conveyance of our property as an entirety
or substantially as an entirety, the holder of each outstanding warrant will have the right to the kind and amount of shares of stock
and other securities and property, including cash, receivable by a holder of the number of shares of common stock or preferred stock
into which each warrant was exercisable immediately prior to the particular triggering event.
Exercise of Warrants
Each warrant will entitle
the holder of the warrant to purchase for cash at the exercise price provided in the applicable prospectus supplement the principal amount
of debt securities or shares of preferred stock or common stock being offered. Holders may exercise warrants at any time up to the close
of business on the expiration date provided in the applicable prospectus supplement. After the close of business on the expiration date,
unexercised warrants are void.
Holders may exercise warrants
as described in the prospectus supplement relating to the warrants being offered. Upon receipt of payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the debt securities, shares of preferred stock or shares of common stock purchasable
upon the exercise of the warrant. If less than all of the warrants represented by the warrant certificate are exercised, we will issue
a new warrant certificate for the remaining warrants.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the warrants and any warrant agreements will be governed by and construed in accordance with
the internal laws of the State of New York.
Outstanding Warrants
As of March 31, 2023, a total
of 4,999,863 shares of Common Stock were issuable upon the exercise of the Public Warrants. See “Description of Capital Stock—Public
Warrants” for additional details regarding our Public Warrants.
Enforceability of Rights by Holders of Warrants
Each warrant agent, if any,
will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust
with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant
agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any
duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without
the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise,
and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION OF RIGHTS
General
We may issue rights to purchase
common stock, preferred stock, debt securities, warrants, units and/or any of the other securities described in this prospectus. We may
offer rights separately or together with one or more additional rights, preferred stock, common stock, debt securities, warrants, units
or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights
will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. This prospectus
and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus
supplement may add, update or change the terms and conditions of the rights as described in this prospectus.
We will describe in the applicable
prospectus supplement the terms and conditions of the issue of rights being offered, the rights agreement relating to the rights and
the rights certificates representing the rights, including, as applicable:
| ● | the
title of the rights; |
| ● | the
date of determining the stockholders entitled to the rights distribution; |
| ● | the
title, aggregate number or amount of underlying securities purchasable upon exercise of the
rights; |
| ● | the
currencies in which the rights are being offered; |
| ● | the
aggregate number of rights issued; |
| ● | whether
the rights are transferable and the date, if any, on and after which the rights will be separately
transferable; |
| ● | the
date on which the right to exercise the rights will commence and the date on which the right
to exercise the rights will expire; |
| ● | the
method by which holders of rights will be entitled to exercise; |
| ● | the
conditions to the completion of the offering, if any; |
| ● | the
withdrawal, termination and cancellation rights, if any; |
| ● | whether
there are backstop or standby purchaser or purchases and the terms of their commitment, if
any; |
| ● | whether
stockholders are entitled to oversubscription rights, if any; and |
| ● | any
other terms of the rights, including terms, procedures and limitations relating to the distribution,
exchange and exercise of the rights, as applicable, including any provisions for modifying
any of the |
Exercise of Rights
Each right will entitle the
holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock, debt securities, warrants, units
or other securities, as applicable, at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at
any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the
close of business on the expiration date, all unexercised rights will be void.
Holders may exercise rights
as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly
executed at the corporate trust office of the rights or subscription agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of common stock, preferred stock, debt securities, warrants, units or other securities,
as applicable, purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we
may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters, brokers or dealers
or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus
supplement.
The rights agent for any
rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
General
We may issue units comprised
of one or more debt securities, shares of common stock, shares of preferred stock, depositary shares, warrants and/or rights in any combination.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of
a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified
date. The statements made in this section relating to the unit agreement are summaries only. These summaries are not complete. When we
issue units, we will provide the specific terms of the units and the applicable unit agreement in a prospectus supplement. To the extent
the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the
prospectus supplement. For more detail, we refer you to the applicable unit agreement itself, which we will file as an exhibit to, or
incorporate by reference in, the registration statement.
We will describe in the applicable
prospectus supplement the terms of the series of units being offered, including:
| ● | the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately; |
| ● | any
provisions of the governing unit agreement that differ from those described below; and |
| ● | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units. |
The provisions described
in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities,”
“Description of Warrants,” “Description of Rights” and “Description of Depositary Shares”
will apply to each unit and to any debt securities, shares of common stock, shares of preferred stock, depositary shares, warrants or
rights included in each unit, respectively.
Issuance in Series
We may issue units in such
amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act
solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any
holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no
duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the
related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included
in the unit.
We, the unit agents and any
of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate
for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
See “Legal Ownership of Securities.”
DESCRIPTION OF DEPOSITARY SHARES
General
We may issue depositary shares,
each of which will represent a fractional interest of a share of a particular series of preferred stock, as specified in the applicable
prospectus supplement. We will deposit with a depositary, referred to as the preferred stock depositary, shares of preferred stock of
each series represented by depositary shares. We will enter into a deposit agreement with the preferred stock depositary and holders
from time to time of the depositary receipts issued by the preferred stock depositary which evidence the depositary shares. Subject to
the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the holder’s fractional
interest in the preferred stock, to all the rights and preferences of the series of the preferred stock represented by the depositary
shares, including dividend, voting, conversion, redemption and liquidation rights.
Immediately after we issue
and deliver the preferred stock to a preferred stock depositary, we will cause the preferred stock depositary to issue the depositary
receipts on our behalf. You may obtain copies of the applicable form of deposit agreement and depositary receipt from us upon request.
The statements made in this section relating to the deposit agreement and the depositary receipts are summaries only. These summaries
are not complete and we may modify any of the terms of the depositary shares described in this prospectus in a prospectus supplement.
To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information
in the prospectus supplement. For more detail, we refer you to the deposit agreement, which we will file as an exhibit to, or incorporate
by reference in, the registration statement.
Dividends and Other Distributions
The preferred stock depositary
will distribute all cash dividends or other cash distributions received relating to the preferred stock to the record holders of depositary
receipts in proportion to the number of the depositary receipts owned by the holders, subject to the obligations of holders to file proofs,
certificates and other information and to pay certain charges and expenses to the preferred stock depositary.
In the event of a distribution
other than in cash, the preferred stock depositary will distribute property received by it to the record holders of depositary receipts
in proportion to the number of the depositary receipts owned by the holders, unless the preferred stock depositary determines that it
is not feasible to make the distribution, in which case the preferred stock depositary may, with our approval, sell the property and
distribute the net proceeds from the sale to the holders.
No distribution will be made
relating to any depositary share that represents any preferred stock converted into other securities.
Withdrawal of Stock
Assuming we have not previously
called for redemption or converted into other securities the related depositary shares, upon surrender of the depositary receipts at
the corporate trust office of the preferred stock depositary, the holders will be entitled to delivery at that office of the number of
whole or fractional shares of the preferred stock and any money or other property represented by the depositary shares. Holders of depositary
receipts will be entitled to receive shares of the related preferred stock as specified in the applicable prospectus supplement, but
holders of the shares of preferred stock will no longer be entitled to receive depositary shares.
Redemption of Depositary Shares
Whenever we redeem shares
of preferred stock held by the preferred stock depositary, the preferred stock depositary will concurrently redeem the number of depositary
shares representing shares of the preferred stock so redeemed, provided we have paid the applicable redemption price for the preferred
stock to be redeemed plus an amount equal to any accrued and unpaid dividends to the date fixed for redemption. The redemption price
per depositary share will be equal to the corresponding proportion of the redemption price and any other amounts per share payable relating
to the preferred stock. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected
pro rata or by any other equitable method determined by us.
From and after the date fixed
for redemption:
| ● | all
dividends relating to the shares of preferred stock called for redemption will cease to accrue; |
| ● | the
depositary shares called for redemption will no longer be deemed to be outstanding; and |
| ● | all
rights of the holders of the depositary receipts evidencing the depositary shares called
for redemption will cease, except the right to receive any moneys payable upon the redemption
and any money or other property to which the holders of the depositary receipts were entitled
upon redemption and surrender to the preferred stock depositary. |
Any funds we deposit with
the preferred stock depositary for redemption of depositary shares that the holders fail to redeem will be returned to us after a period
of two years from the date the funds are deposited.
Voting of the Preferred Stock
Upon receipt of notice of
any meeting at which the holders of the preferred stock are entitled to vote, the preferred stock depositary will mail the information
contained in the notice of meeting to the record holders of the depositary receipts. Each record holder of these depositary receipts
on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the preferred
stock depositary as to the exercise of the voting rights pertaining to the amount of preferred stock represented by the holder’s
depositary shares. The preferred stock depositary will vote the amount of preferred stock represented by the depositary shares in accordance
with the instructions, and we will agree to take all reasonable action necessary to enable the preferred stock depositary to do so. The
preferred stock depositary will abstain from voting the amount of preferred stock represented by the depositary shares for which it does
not receive specific instructions from the holders of depositary receipts evidencing the depositary shares. The preferred stock depositary
will not be responsible for any failure to carry out any instruction to vote, or for the manner or effect of any vote made, as long as
the action or non-action is in good faith and does not result from the preferred stock depositary’s negligence or willful misconduct.
Liquidation Preference
In the event that we voluntarily
or involuntarily liquidate, dissolve or wind up, the holders of each depositary receipt will be entitled to the fraction of the liquidation
preference accorded each share of preferred stock represented by the depositary shares, as specified in the applicable prospectus supplement.
Conversion of Depositary Shares
The depositary shares will
not be convertible into common stock or any of our other securities or property, unless we so specify in the applicable prospectus supplement
relating to an offering of depositary shares.
Amendment and Termination of the Deposit
Agreement
We may amend the form of
depositary receipt and any provision of the deposit agreement at any time by agreement with the preferred stock depositary. However,
any amendment that imposes or increases any fees, taxes or other charges payable by the holders of depositary receipts, other than taxes
and other governmental charges, fees and other expenses payable by the holders as described below under “Charges of Preferred
Stock Depositary,” or that otherwise prejudices any substantial existing right of holders of depositary receipts, will not
take effect as to outstanding depositary receipts until the expiration of 30 days after notice of the amendment has been mailed to the
record holders of outstanding depositary receipts.
When we direct the preferred
stock depositary to do so, the preferred stock depositary will terminate the deposit agreement by mailing a notice of termination to
the record holders of all depositary receipts then outstanding at least 30 days prior to the date fixed in the notice for termination.
In addition, the preferred stock depositary may terminate the deposit agreement if at any time 45 days have passed since the preferred
stock depositary has delivered to us a written notice of its election to resign and a successor depositary has not been appointed and
accepted its appointment. If any depositary receipts remain outstanding after the date of termination, the preferred stock depositary
thereafter will discontinue the transfer of depositary receipts, will suspend the distribution of dividends to the holders thereof, and
will not give any further notices, other than the notice of termination, or perform any further acts under the deposit agreement, except
as provided below and except that the preferred stock depositary will continue to collect dividends on the preferred stock and other
distributions with respect to the preferred stock and will continue to deliver the preferred stock together with any dividends and distributions
and the net proceeds of any sales of rights, preferences, privileges or other property, without liability for interest thereon, in exchange
for any depositary receipts that are surrendered. At any time after the expiration of two years from the date of termination, the preferred
stock depositary may sell the preferred stock then held by it at public or private sales, at such place or places and upon such terms
as it deems proper and may thereafter hold the net proceeds of any such sale, together with any money or other property then held by
it, without liability for interest thereon, for the pro rata benefit of the holders of depositary receipts that have not been surrendered.
In addition, the deposit
agreement will automatically terminate if:
| ● | all
outstanding depositary shares have been redeemed; or |
| ● | there
has been a final distribution of the related preferred stock in connection with our liquidation,
dissolution or winding up and the distribution has been distributed to the holders of depositary
receipts evidencing the depositary shares representing the preferred stock. |
Charges of Preferred Stock Depositary
We will pay all fees, charges
and expenses of the preferred stock depositary in connection with its performance of the deposit agreement, except for any taxes and
other governmental charges and except as provided in the deposit agreement. Holders of depositary receipts will pay the fees and expenses
of the preferred stock depositary for any duties requested by the holders to be performed which are outside those expressly provided
for in the deposit agreement.
Resignation and Removal of Depositary
The preferred stock depositary
may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the preferred stock depositary.
Any resignation or removal of the acting preferred stock depositary will take effect upon our appointment of a successor preferred stock
depositary. We must appoint a successor preferred stock depositary within 45 days after delivery of the notice of resignation or removal.
Miscellaneous
The preferred stock depositary
will make available for inspection to holders of depositary receipts any reports and communications the preferred stock depositary receives
from us relating to the preferred stock.
We will not be liable, nor
will the preferred stock depositary be liable, if we are prevented from or delayed in, by law or any circumstances beyond our control,
performing our obligations under the deposit agreement. Our obligations and the obligations of the preferred stock depositary under the
deposit agreement will be limited to performing our duties in good faith and without negligence or willful misconduct. We will not be
obligated, nor will the preferred stock depositary be obligated, to prosecute or defend any legal proceeding relating to any depositary
receipts, depositary shares or shares of preferred stock represented by depositary shares unless satisfactory indemnity is furnished
to us. We may rely, and the preferred stock depositary may rely, on written advice of counsel or accountants, or information provided
by persons presenting shares of preferred stock represented by depositary shares for deposit, holders of depositary receipts or other
persons we believe in good faith to be competent to give this information, and on documents we believe in good faith to be genuine and
signed by a proper party.
LEGAL OWNERSHIP OF SECURITIES
We may issue securities in
registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those
persons who have securities registered in their own names on the books that we or any applicable trustee, depositary, warrant agent or
other agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities.
We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own
names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors
in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in
book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or
more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions
that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants,
in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose
name a security is registered is recognized as the holder of that security. Securities issued in global form will be registered in the
name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the depositary
as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so
under the terms of the securities.
As a result, investors in
a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank,
broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant.
As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global
security in certain situations, as described under “—Special Situations When a Global Security Will Be Terminated”,
or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names
or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other
financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an
account he or she maintains at that institution.
For securities held in street
name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions
in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all
payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who
hold securities in street name will be indirect holders, not legal holders, of those securities.
Legal Holders
Our obligations, as well
as the obligations of any applicable trustee, agent or third party employed by us or a trustee or any agents, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any
other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because
we are issuing the securities only in global form.
For example, once we make
a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that legal holder
is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do
so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default
or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval
only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect
holders is up to the legal holders.
When we refer to “you”
in this prospectus, we mean those who invest in the securities being offered by this prospectus, whether they are the holders or only
indirect holders of those securities. When we refer to “your securities” in this prospectus, we mean the securities in which
you will hold a direct or indirect interest.
Special Considerations for Indirect Holders
If you hold securities through
a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global
securities or in street name, you should check with your own institution to find out:
| ● | how
it handles securities payments and notices; |
| ● | whether
it imposes fees or charges; |
| ● | how
it would handle a request for the holders’ consent, if ever required; |
| ● | whether
and how you can instruct it to send you securities registered in your own name so you can
be a legal holder, if that is permitted in the future; |
| ● | how
it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and |
| ● | if
the securities are in book-entry form, how the depositary’s rules and procedures will
affect these matters. |
Global Securities
A global security is a security
that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same
global securities will have the same terms.
Each security issued in book-entry
form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its
nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise
in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all
securities issued in book-entry form.
A global security may not
be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special
termination situations arise. We describe those situations below under “— Special Situations When a Global Security Will
Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal
holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global
security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has
an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security
will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement
for a particular security indicates that the security will be issued as a global security, then the security will be represented by a
global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through
another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
The rights of an indirect
holder relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.
If securities are issued
only in the form of a global security, an investor should be aware of the following:
| ● | an
investor cannot cause the securities to be registered in his or her name, and cannot obtain
non-global certificates for his or her interest in the securities, except in the special
situations described below; |
| ● | an
investor will be an indirect holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights relating to the securities, as
we described above; |
| ● | an
investor may not be able to sell interests in the securities to some insurance companies
and to other institutions that are required by law to own their securities in non-book-entry
form; |
| ● | an
investor may not be able to pledge his or her interest in a global security in circumstances
where certificates representing the securities must be delivered to the lender or other beneficiary
of the pledge in order for the pledge to be effective; |
| ● | the
depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a global security.
We and any applicable trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in a global security. We and the trustee
also do not supervise the depositary in any way; |
| ● | the
depositary may, and we understand that DTC will, require that those who purchase and sell
interests in a global security within its book-entry system use immediately available funds,
and your broker or bank may require you to do so as well; and |
| ● | financial
institutions that participate in the depositary’s book-entry system, and through which
an investor holds its interest in a global security, may also have their own policies affecting
payments, notices and other matters relating to the securities. There may be more than one
financial intermediary in the chain of ownership for an investor. We do not monitor and are
not responsible for the actions of any of those intermediaries. |
Special Situations When a Global Security
Will Be Terminated
In a few special situations
described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those
interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors
must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that
they will be direct holders. The rights of holders and street name investors are described above.
Unless we provide otherwise
in the applicable prospectus supplement, a global security will terminate when the following special situations occur:
| ● | if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue
as depositary for that global security and we do not appoint another institution to act as
depositary within 90 days; |
| ● | if
we notify any applicable trustee that we wish to terminate that global security; or |
| ● | if
an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived. |
The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities
covered by the prospectus supplement. When a global security is terminated, only the depositary, and not we, the trustee, the agent or
other third party, as applicable, is responsible for deciding the names of the institutions in whose names the securities represented
by the global security will be registered and, therefore, who will be the direct holders of those securities.
PLAN OF DISTRIBUTION
We may sell the securities
from time to time pursuant to underwritten public offerings, direct sales to the public, “at-the-market” offerings, negotiated
transactions, block trades or a combination of these methods. We may sell the securities to or through one or more underwriters or dealers
(acting as principal or agent), through agents, or directly to one or more purchasers. We may distribute securities from time to time
in one or more transactions:
| ● | at
a fixed price or prices, which may be changed; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices related to such prevailing market prices; or |
Each time we offer and sell
securities, we will provide a prospectus supplement or supplements (and any related free writing prospectus that we may authorize to
be provided to you) that will describe the terms of the offering of the securities, including, to the extent applicable:
| ● | the
name or names of any agents or underwriters, brokers or dealers and the amount of shares
underwritten or purchased by each of them, if any; |
| ● | the
purchase price of the securities or other consideration therefor and the proceeds, if any,
we will receive from the sale; |
| ● | any
over-allotment or other options under which underwriters may purchase additional securities
from us; |
| ● | any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| ● | any
public offering price; |
| ● | any
discounts or concessions allowed or reallowed or paid to brokers or dealers; and |
| ● | any
securities exchanges or markets on which such securities may be listed. |
Only underwriters named in
the prospectus supplement will be underwriters of the securities offered by the prospectus supplement. Dealers and agents participating
in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities
may be deemed to be underwriting discounts. If such dealers or agents were deemed to be underwriters, they may be subject to statutory
liabilities under the Securities Act.
We may designate agents who
agree to use their reasonable efforts to solicit purchases of our securities for the period of their appointment or to sell our securities
on a continuing basis. We will name any agent involved in the offering and sale of securities and we will describe any commissions we
will pay to the agent in the prospectus supplement.
If underwriters are used
in the sale of securities, the underwriters will acquire the securities for their own account and may resell the securities from time
to time in one or more transactions, including negotiated transactions, at a fixed public offering price, at varying prices determined
at the time of sale, at prices related to prevailing market prices or at negotiated prices. The obligations of the underwriters to purchase
the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the
public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain
conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities
covered by any over-allotment or other option. If a dealer is used in the sale of securities, we or an underwriter will sell the securities
to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer
at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of
the transaction.
We may change from time to
time any initial public offering price and any discounts or concessions the underwriters allow or reallow or pay to brokers or dealers.
We may use underwriters, dealers or agents with whom we have a material relationship. We will describe in the prospectus supplement,
naming the underwriter, dealer or agent, the nature of any such relationship.
We may sell securities directly
to one or more purchasers without using underwriters or agents. Underwriters, brokers, dealers and agents that participate in the distribution
of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive from us and any
profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify
in the applicable prospectus supplement any underwriters, brokers, dealers or agents and will describe their compensation. We may have
agreements with the underwriters, brokers, dealers and agents to indemnify them against specified civil liabilities, including liabilities
under the Securities Act, or to contribution with respect to payments which they may be required to make with respect to these liabilities.
Agents, underwriters, brokers and dealers, and their affiliates, may engage in transactions with, or perform services for, us in the
ordinary course of business.
We may authorize underwriters,
brokers, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement
will set forth any commissions we pay for solicitation of these contracts.
Unless otherwise specified
in the applicable prospectus supplement, each class or series of securities we may offer will be a new issue of securities with no established
trading market, other than our common stock, which is listed on the Nasdaq Capital Market. We may elect to list any other class or series
of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market
in these securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may engage
in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange
Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids
to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other
short covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open
market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession
from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of these activities at any time.
Any underwriters that are
qualified market makers on the Nasdaq Capital Market may engage in passive market making transactions in the common stock on the Nasdaq
Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during the business day prior to the pricing of the
offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and
price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making
may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced,
may be discontinued at any time.
In compliance with guidelines
of the Financial Industry Regulatory Authority (“FINRA”), the maximum consideration or discount to be received by any FINRA
member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and
the applicable prospectus supplement.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, the validity of the securities offered by this prospectus, and any supplement thereto, will
be passed upon for us by Paul Hastings LLP, Palo Alto, California.
EXPERTS
The financial statements
incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so
incorporated in reliance on the report (which contains an emphasis of matter paragraph relating to the Company’s need to raise
additional financing to continue its products’ development for the foreseeable future as described in Note 1 to the financial
statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the Resale Shares being offered under this prospectus.
This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth or incorporated
by reference in the registration statement of which this prospectus is a part and the exhibits to such registration statement. For further
information with respect to us and the securities offered by this prospectus, we refer you to the registration statement of which this
prospectus is a part and the exhibits to such registration statement. Statements contained in this prospectus as to the contents of any
contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration
statement or an exhibit to the reports or other documents incorporated by reference into this prospectus, please see the copy of the
contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is
qualified in all respects by the filed exhibit.
The SEC maintains an Internet
website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC.
The address of that website is www.sec.gov. You may also request a copy of these filings, at no cost, by writing us at 2200
Bridge Pkwy Suite #102, Redwood City, CA 94065 or telephoning us at (650) 549-1400.
We are subject to the information
and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information
with the SEC. These periodic reports, proxy statements and other information are available at the website of the SEC referred to above.
We also maintain a website at www.jaspertherapeutics.com. You may access these materials free of charge as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or connected to our website
is not a part of, and is not incorporated into, this prospectus or any prospectus supplement and the inclusion of our website address
in this prospectus is an inactive textual reference only.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to incorporate
by reference the information and reports we file with it into this prospectus and any applicable prospectus supplement, which means that
we can disclose important information to you by referring you to these documents. The information incorporated by reference is an important
part of this prospectus and any applicable prospectus supplement, and information we file later with the SEC will automatically update
and supersede this information. We are incorporating by reference the documents listed below as of their respective dates of filing,
which we have already filed with the SEC. Any report or information within any of the documents referred below that is furnished, but
not filed, shall not be incorporated by reference into this prospectus.
| ● | our
Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 8,
2023; |
| ● | the
information specifically incorporated by reference into our Annual Report on Form 10-K from our definitive proxy statement on Schedule
14A, filed with the SEC on April 21, 2023; |
| ● | the
description of our Common Stock set forth in our Registration Statement on Form
8-A (File No. 001-39138), filed with the SEC under Section 12(b) of the Exchange
Act on November 18, 2019, including any amendments or reports filed for the purpose of updating
such description, including the description of our Common Stock included as Exhibit
4.3 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed with
the SEC on March 8, 2023. |
We also incorporate by reference
any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that
are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this
prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates
the termination of the offering of the securities made by this prospectus, and such future filings will become a part of this prospectus
from the respective dates that such documents are filed with the SEC. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
You may obtain any of the
documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. Documents
incorporated by reference are also available from us, without charge. You may obtain documents incorporated by reference in this prospectus
by requesting them in writing or by telephone at the following address or phone number:
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
Attn: President and Chief Executive Officer
(650) 549-1400
You also may access these
filings on our Internet site at https://www.jaspertherapeutics.com/. Information contained on or connected to our website is not a part
of, and is not incorporated into, this prospectus or the registration statement of which this prospectus is a part or any prospectus
supplement, and the inclusion of our website address in this prospectus is an inactive textual reference only. This prospectus is part
of a registration statement we filed with the SEC. We have incorporated exhibits into the registration statement of which this prospectus
is a part. You should read the exhibits carefully for provisions that may be important to you.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED APRIL 28, 2023
PROSPECTUS
Jasper Therapeutics,
Inc.
Up to $75,000,000
Common Stock
We have entered into a Controlled
Equity OfferingSM Sales Agreement, dated November 10, 2022 (the “Sales Agreement”), with Cantor Fitzgerald &
Co. (“Cantor Fitzgerald”), relating to shares of our voting common stock, par value $0.0001 per share (“Common Stock”),
offered by this prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Common Stock having
an aggregate offering price of up to $75.0 million from time to time through or to Cantor Fitzgerald, acting as sales agent or principal.
Our Common Stock is listed
on the Nasdaq Capital Market under the symbol “JSPR.” On April 26, 2023, the closing price of our Common Stock on the Nasdaq
Capital Market was $1.19 per share.
Sales of our Common Stock,
if any, under this prospectus may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Cantor Fitzgerald is not required to sell
any specific number or dollar amount of securities but will act as a sales agent using commercially reasonable efforts, consistent with
its normal trading and sales practices, on mutually agreed terms between Cantor Fitzgerald and us. There is no arrangement for funds
to be received in any escrow, trust or similar arrangement.
The compensation to Cantor
Fitzgerald for sales of Common Stock sold pursuant to the Sales Agreement will be at a commission rate of 3.0% of the sales price per
share sold under the Sales Agreement. In connection with the sale of Common Stock on our behalf, Cantor Fitzgerald will be deemed to
be an “underwriter” within the meaning of the Securities Act and the compensation of Cantor Fitzgerald will be deemed to
be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Cantor Fitzgerald with respect
to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
We are an “emerging
growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such,
we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings with the
Securities and Exchange Commission. See “Prospectus Summary – Implications of Being an Emerging Growth Company”.
Investing in our Common
Stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus and under
similar headings in the documents incorporated by reference into this prospectus for a discussion of certain risks and uncertainties
you should consider before investing in shares of our Common Stock.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
are truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2023
Table
of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of
a “shelf” registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”),
using a “shelf” registration process. This prospectus describes the specific terms of this offering of shares of Common Stock
and also adds to and updates information contained in the documents incorporated by reference into this prospectus. This prospectus relates
only to an offering of up to $75.0 million of shares of our Common Stock through or to Cantor Fitzgerald. These sales, if any, will be
made pursuant to the terms of the Sales Agreement entered into between us and Cantor Fitzgerald on November 10, 2022, a copy of which
was filed as Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which is incorporated by reference into
this prospectus.
We urge you to carefully
read this prospectus, the documents incorporated by reference herein and therein and the additional information in the sections of this
prospectus entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information
by Reference” before buying any of the securities being offered under this prospectus. These documents contain information
you should consider when making your investment decision. To the extent that any statement that we make in this prospectus is inconsistent
with statements made in any documents incorporated by reference, the statements made in this prospectus will be deemed to modify or supersede
those made in such documents incorporated by reference; however, if any statement in one of these documents is inconsistent with a statement
in another document having a later date and that is incorporated by reference herein, the statement in the document having the later
date modifies or supersedes the earlier statement.
You should rely only on the
information contained or incorporated by reference in this prospectus, the documents incorporated by reference herein and any free writing
prospectus we may provide you. We have not, and Cantor Fitzgerald has not, authorized anyone to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and Cantor Fitzgerald is not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that
the information contained or incorporated by reference in this prospectus is accurate on any date subsequent to the date set forth on
the front cover of this prospectus or on any date subsequent to the date of the document incorporated by reference, as applicable. Our
business, financial condition, results of operations and prospects may have changed since those dates.
We are offering to sell,
and seeking offers to buy, the securities described in this prospectus only in jurisdictions where offers and sales are permitted. The
distribution of this prospectus and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside
the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to,
the offering of the securities and the distribution of this prospectus outside the United States. This prospectus does not constitute,
and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus
by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
We further note that the
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference into this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant
to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs.
In this prospectus, unless
otherwise indicated or required by the context, the terms “Jasper,” “we,” “our,” “us”
and the “Company” refer to Jasper Therapeutics, Inc. and its consolidated subsidiary. General information about us can be
found on our website at www.jaspertherapeutics.com. The information on our website is for informational purposes only and should
not be relied on for investment purposes. The information on our website is not incorporated by reference into this prospectus and should
not be considered part of this or any other report filed with the SEC.
PROSPECTUS SUMMARY
This summary contains
basic information about us and this offering. This summary highlights selected information contained elsewhere in, or incorporated by
reference into, this prospectus. This summary is not complete and may not contain all of the information that may be important to you
and that you should consider before deciding whether or not to invest in our securities. For a more complete understanding of Jasper
and this offering, you should carefully read this prospectus, including the information incorporated by reference into this prospectus,
in its entirety. Investing in our securities involves risks that are described in the section of this prospectus entitled “Risk
Factors,” under the heading “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2022, as updated by our subsequent annual, quarterly and other reports
and documents that are incorporated by reference into this prospectus, and in our other filings with the SEC.
The Company
We
are a clinical-stage biotechnology company dedicated to enabling cures through therapeutics targeting mast and hemopoietic stem cells.
We are focused on the development and commercialization of safer and more effective therapeutic agents for diseases such as Chronic Spontaneous
Urticaria, Lower to Intermediate Risk Myelodysplastic Syndrome and novel conditioning regimens for stem cell transplantation and ex-vivo
gene therapy, a technique in which genetic manipulation of cells is performed outside of the body prior to transplantation.
Our
drug development pipeline includes multiple product candidates designed to target mast and/or hematopoietic stem cells. Our lead product
candidate, briquilimab (formerly known as JSP191), is in clinical development as a novel therapeutic antibody that targets mast and stem
cells in various diseases and as a conditioning agent to clear hematopoietic stem cells from bone marrow in patients prior to undergoing
allogeneic stem cell therapy or stem cell gene therapy. We are also developing engineered hematopoietic stem cells product candidates
reprogrammed using mRNA delivery and gene editing that have a competitive advantage over endogenous hematopoietic stem cells because
they may permit higher levels of engraftment without the need for toxic conditioning. We also plan to continue to expand our pipeline
to include other novel mast and stem cell therapies based on immune modulation, graft engineering or cell and gene therapies. Our goal
is to expand the use of therapeutic agents targeting mast and stem cells as well as to expand curative stem cell transplants and gene
therapies for all patients, including children and the elderly.
The
following chart summarizes the status and development plan for the product candidates in our pipeline. We own worldwide rights to each
of our programs.
Implications of Being an Emerging Growth Company
We qualify as an “emerging
growth company” as that term is defined in the JOBS Act. For as long as we continue to be an emerging growth company, we intend
to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth
companies,” including:
|
● |
not being required to have our independent registered public accounting firm audit
our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, as amended; |
|
● |
permission to delay adopting new or revised accounting standards until such time
as those standards apply to private companies; |
|
● |
reduced disclosure obligations regarding executive compensation in our periodic
reports and Annual Reports on Form 10-K; and |
|
● |
exemptions from the requirements of holding non-binding advisory votes on executive
compensation and stockholder approval of any golden parachute payments not previously approved. |
Under the JOBS Act, we will
remain an emerging growth company until the earliest of:
|
● |
the last day of the fiscal year during which we have total annual gross revenues
of $1.235 billion or more; |
|
● |
the last day of the fiscal year following the fifth anniversary of our initial public
offering, or December 31, 2024; |
|
● |
the date on which we have issued, during the previous three-year period, more than
$1.0 billion in non-convertible debt securities; and |
|
● |
the date on which we are deemed to be a “large accelerated filer” under
the Exchange Act (i.e., the first day of the fiscal year after we have (1) more than $700.0 million in outstanding common
equity held by our non-affiliates, measured each year on the last day of our second fiscal quarter, (2) been public for at least 12 months,
and (3) are not eligible to be deemed a “smaller reporting company” because we do not meet the revenue test of the
definition of “smaller reporting company”, which includes an initial determination that our annual revenues are more
than $100.0 million for the most recently completed fiscal year). |
We have elected to take advantage
of certain of the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage
of other reduced reporting requirements in future filings with the SEC. As a result, the information that we provide to our stockholders
may be different from the information you receive from other public reporting companies.
Corporate Information
We were incorporated under
the name “Amplitude Healthcare Acquisition Corporation” on August 13, 2019 as a Delaware corporation for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses. On September 24, 2021, we consummated a business combination (the “Business Combination”) and
changed our name to “Jasper Therapeutics, Inc.”
Our principal executive offices
are located at 2200 Bridge Pkwy Suite #102, Redwood City, CA 94065, and our telephone number is (650) 549-1400. Our website
address is www.jaspertherapeutics.com. Any information contained on, or that can be accessed through, our website is not incorporated
by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection with making any decision
with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost from the SEC’s website
at http://www.sec.gov.
THE OFFERING
Common Stock offered by us |
Up to an aggregate of $75,000,000
of shares of our Common Stock pursuant to the Sales Agreement through or to Cantor Fitzgerald, as sales agent or principal. See “Plan
of Distribution” beginning on page S-13 of this prospectus. |
|
|
Common Stock to be outstanding immediately after this offering |
Up to 172,408,383 shares (as more fully described in the notes following
this table), assuming sales of 63,025,210 shares of our Common Stock in this offering at an assumed offering price of $1.19 per share,
the last reported sale price of our Common Stock on the Nasdaq Capital Market on April 26, 2023. The actual number of shares of Common
Stock issued will vary depending on the sales price under this offering. |
|
|
Manner of offering |
“At the market offering”
made from time to time through or to Cantor Fitzgerald, as sales agent or principal. See the section of this prospectus entitled
“Plan of Distribution” beginning on page S-13 for additional detail. |
|
|
Use of proceeds |
We currently intend to use the net proceeds
of this offering for working capital and general corporate purposes, which may include, among other things, funding research and
development, clinical trials, vendor payables, potential regulatory submissions, hiring additional personnel and capital expenditures.
See the section of this prospectus entitled “Use of Proceeds” beginning on page S-10 for additional detail. |
|
|
Trading symbol |
Our Common Stock is listed on the Nasdaq
Capital Market under the symbol “JSPR.” |
|
|
Risk factors |
Investing in our securities involves
a high degree of risk. See “Risk Factors” beginning on page S-5 and other information included or incorporated
by reference in this prospectus for a discussion of factors you should carefully consider before investing in our securities. |
The number of shares
of our Common Stock that will be outstanding immediately after this offering is based on 38,045,677 shares of Common Stock outstanding
as of December 31, 2022, and gives effect to: (i) the issuance and sale of an aggregate of 2,337,496 shares of Common Stock pursuant
to the Sales Agreement in January 2023, (ii) the issuance and sale of 69,000,000 shares of Common Stock in an underwritten public offering
that closed on January 27, 2023 (the “Public Offering”), and (iii) the conversion of 911,022 shares of Non-Voting Common
Stock into 911,022 shares of Common Stock on January 31, 2023, but excludes:
| ● | 6,169,180 shares of Common Stock
issuable upon the exercise of stock options outstanding under our equity incentive plans
as of December 31, 2022, with a weighted-average exercise price of $2.25 per share; |
| ● | 2,617,445 shares of our Common Stock
issuable upon the vesting of restricted stock units outstanding under our equity incentive
plans as of December 31, 2022, of which 1,308,106 shares subject to such restricted stock
units vested on April 12, 2023; |
| ● | 4,999,863 shares of Common Stock
issuable upon the exercise of the outstanding public warrants (the “Public Warrants”)
as of December 31, 2022, with an exercise price of $11.50 per share; |
| ● | up to 1,383,661 shares of Common
Stock available for future issuance under the Jasper Therapeutics, Inc. 2021 Equity Incentive
Plan as of December 31, 2022, which contains provisions that may increase its share reserve
each year, and pursuant to which 1,521,827 shares of Common Stock were added to the reserve
on January 1, 2023; |
| ● | up to 869,117 shares of Common Stock
available for future issuance under the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase
Plan as of December 31, 2022, which contains provisions that may increase its share reserve
each year, and pursuant to which 380,456 shares of Common Stock were added to the reserve
on January 1, 2023; and |
| ● | up to 1,295,672 shares of Common
Stock available for future issuance under the Jasper Therapeutics, Inc. 2022 Inducement Equity
Incentive Plan as of December 31, 2022, of which 1,093,831 shares are subject to an option
granted to Ronald Martell, our President and Chief Executive Officer, on February 2, 2023
as a result the closing of the Public Offering, per the terms of our employment agreement
with Mr. Martell dated February 25, 2022. |
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties
described below. You should also consider the risks, uncertainties and assumptions discussed under the section entitled “Risk Factors”
contained in our most recent Annual Report on Form 10-K, which is on file with the SEC, and is incorporated herein by reference, and
which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. There may be
other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects
on our future results. If any of these risks actually occur, our business, financial condition, results of operations, cash flow and
future growth prospects could be seriously harmed. This could cause the market price of our securities to decline, resulting in a loss
of all or part of your investment. Please also carefully read the section below entitled “Cautionary Note Regarding Forward-Looking
Statements.”
Risks Related to this Offering
We will have broad discretion in
the use of the net proceeds from this offering and may not use them effectively.
We currently intend to use
the net proceeds of this offering for working capital and general corporate purposes, which may include, among other things, funding
research and development, clinical trials, vendor payables, potential regulatory submissions, hiring additional personnel and capital
expenditures, as further described in the section of this prospectus entitled “Use of Proceeds”. We will have broad
discretion in the application of the net proceeds in the category of other working capital and general corporate purposes and investors
will be relying on the judgment of our management regarding the application of the proceeds of this offering.
The precise amount and timing
of the application of these proceeds will depend upon a number of factors, such as the timing and progress of our research and development
efforts, our funding requirements and the availability and costs of other funds. As of the date of this prospectus, we cannot specify
with certainty all of the particular uses for the net proceeds to us from this offering. Depending on the outcome of our efforts and
other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different manners
than we currently anticipate.
The failure by our management
to apply these funds effectively could harm our business, financial condition and results of operations. Pending their use, we may invest
the net proceeds from this offering in short-term, interest-bearing instruments. These investments may not yield a favorable return to
our stockholders.
You may experience immediate and
substantial dilution.
Because the prices per share
at which shares of our Common Stock are sold in this offering may be substantially higher than the net tangible book value per share of
our Common Stock, you may suffer immediate and substantial dilution in the net tangible book value of the Common Stock you purchase in
this offering. The shares sold in this offering, if any, will be sold from time to time at various prices. If we sell shares in this offering
at a price that is higher than the net tangible book value per share of our Common Stock, investors in this offering will experience dilution.
The exercise of outstanding stock options and warrants, and the vesting of outstanding restricted stock units, may result in further dilution
of your investment. See the section of this prospectus entitled “Dilution” for a more detailed illustration of the
dilution you would incur if you participate in this offering.
The shares of Common Stock will be
sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares
in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results.
We will have discretion, subject to market demand, to vary the timing, prices, and number of shares sold, and there is no minimum or
maximum sales price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower
than the prices they paid.
The actual number of shares we will
issue under the Sales Agreement with Cantor Fitzgerald, at any one time or in total, is uncertain.
Subject to certain limitations
in the Sales Agreement with Cantor Fitzgerald and compliance with applicable law, we have the discretion to deliver placement notices
to Cantor Fitzgerald at any time throughout the term of the Sales Agreement. The number of shares that are sold by Cantor Fitzgerald
after delivering a placement notice will fluctuate based on the market price of the Common Stock during the sales period and limits we
set with Cantor Fitzgerald.
You may experience future dilution
as a result of future equity offerings.
In order to raise additional
capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our
Common Stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any
other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
shares of our Common Stock, or securities convertible or exchangeable into Common Stock, in future transactions may be higher or lower
than the price per share paid by investors in this offering.
Because there are no current plans
to pay cash dividends on our Common Stock for the foreseeable future, you may not receive any return on investment unless you sell shares
of our Common Stock for a price greater than that which you paid for it.
We may retain future earnings,
if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future.
Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors
and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and
other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of
any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment
in our Common Stock unless you sell your shares of our Common Stock for a price greater than that which you paid for it.
Sales of a significant number of shares
of Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock.
Sales of a substantial number
of shares in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock and
impair our ability to raise capital through the sale of additional equity securities. We have agreed, without the prior written consent
of the Cantor Fitzgerald, and subject to certain exceptions set forth in the Sales Agreement, not to sell or otherwise dispose of any
Common Stock or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire
Common Stock during the period beginning on the fifth trading day immediately prior to the delivery of any placement notice delivered
by us to Cantor Fitzgerald and ending on the fifth trading day immediately following the final settlement date with respect to the shares
sold pursuant to such notice. We have further agreed, subject to certain exceptions set forth in the Sales Agreement, not to sell or
otherwise dispose of any Common Stock or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights
to purchase or acquire Common Stock in any other “at the market offering” or continuous equity transaction prior to the sixtieth
day immediately following the termination of the Sales Agreement with Cantor Fitzgerald. Therefore, it is possible that we could issue
and sell additional shares of our Common Stock in the public markets. We cannot predict the effect that future sales of our Common Stock
would have on the market price of our Common Stock.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained
in this prospectus, including the documents incorporated by reference in this prospectus, may constitute “forward-looking statements”
for purposes of federal securities laws. These forward-looking statements are intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they
do not relate strictly to historical or current facts. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,”
“will,” “would” and similar expressions (including the negative of any of the foregoing) may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements
in this prospectus and the documents incorporated by reference in this prospectus may include, for example, but are not limited to, statements
about:
| ● | our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future, including those
relating to the impact of the Business Combination on our business, financial condition,
liquidity and results of operations; |
| ● | our ability to research, discover
and develop additional product candidates; |
| ● | the success, cost and timing of our
product development activities and clinical trials; |
| ● | the potential attributes and benefits
of our product candidates; |
| ● | our ability to obtain and maintain
regulatory approval for our product candidates; |
| ● | our ability to obtain funding for
our operations; |
| ● | our projected financial information,
anticipated growth rate and market opportunity; |
| ● | our ability to maintain the listing
of our public securities on the Nasdaq Capital Market; |
| ● | our public securities’ potential
liquidity and trading; |
| ● | our success in retaining or recruiting,
or changes required in, officers, key employees or directors; |
| ● | our ability to grow and manage growth
profitably; |
| ● | the implementation, market acceptance
and success of our business model, developments and projections relating to our competitors
and industry; |
| ● | our ability to obtain and maintain
intellectual property protection and not infringe on the rights of others; |
| ● | our ability to identify, in-license
or acquire additional technology; and |
| ● | our ability to maintain our existing
license agreements and manufacturing arrangements. |
We caution you that the foregoing
list may not contain all the forward-looking statements made in this prospectus or in the documents incorporated by reference in this
prospectus.
These
forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects.
There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading “Risk Factors” in this prospectus, in our Annual
Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 8, 2023, as updated by our subsequent annual,
quarterly and other reports and documents that are incorporated by reference into this prospectus, and elsewhere in the documents incorporated
by reference into this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional
risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned
not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors.
We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise after the date of this prospectus, except as may be required under applicable securities laws. Our forward-looking
statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, other strategic transactions
or investments we may make or enter into.
In addition, statements that
“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based
upon information available to us as of the date of the statement is made, and while we believe such information forms a reasonable basis
for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted
an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and
investors are cautioned not to unduly rely upon these statements.
MARKET AND INDUSTRY
DATA
Certain information contained
in this prospectus and the documents incorporated by reference into this prospectus relates to or is based on studies, publications,
surveys, publicly available information, reports of governmental agencies and other data obtained from third-party sources and our own
internal estimates and research. This information involves a number of assumptions and limitations, and you are cautioned not to give
undue weight to these estimates. While we believe these third-party sources to be reliable as of the date of this prospectus or such
document incorporated by reference, we have not independently verified the market and industry data contained in this prospectus and
the documents incorporated by reference into this prospectus or the underlying assumptions relied on therein. Finally, while we believe
our own internal research is reliable, such research has not been verified by any independent source. Notwithstanding the foregoing,
we are liable for the information provided in this prospectus and the documents incorporated by reference into this prospectus. The industry
in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the
section of this prospectus titled “Risk Factors” and under similar headings in the documents incorporated by reference
into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by
the independent parties and by us.
USE OF PROCEEDS
We may issue and sell shares
of our Common Stock having aggregate sales proceeds of up to $75.0 million from time to time. Because there is no minimum offering amount
required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are
not determinable at this time. There can be no assurance that, in the future, we will sell any shares under or fully utilize the Sales
Agreement with Cantor Fitzgerald as a source of financing. We currently intend to use the net proceeds of this offering for working capital
and general corporate purposes, which may include, among other things, funding research and development, clinical trials, vendor payables,
potential regulatory submissions, hiring additional personnel and capital expenditures. We may also use a portion of the net proceeds
to acquire or invest in other businesses, products and technologies that are complementary to our own, although we have no current plans,
commitments or arrangements to do so.
The amounts of and timing
of our use of the net proceeds from the sale of securities under this prospectus will depend on a number of factors. As of the date of
this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from the sale of securities under
this prospectus. Accordingly, we will retain broad discretion over the use of such proceeds. Pending application of the net proceeds
as described above, we may invest the proceeds in interest-bearing, investment-grade securities, certificates of deposit or government
securities.
DILUTION
If you purchase our Common
Stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of
Common Stock and the net tangible book value per share of Common Stock immediately after this offering.
Our net tangible book value
as of December 31, 2022 was approximately $36.0 million, or $0.95 per share of Common Stock. Net tangible book value per share is determined
by dividing the net of total tangible assets less total liabilities, by the aggregate number of shares of our Common Stock outstanding
as of December 31, 2022.
Our pro forma net tangible
book value as of December 31, 2022 was approximately $137.4 million, or $1.26 per share of Common Stock. Pro forma net tangible book
value per share is determined by dividing the net of total tangible assets less total liabilities, by the aggregate number of shares
of Common Stock outstanding as of December 31, 2022, after giving effect to (i) the issuance and sale of an aggregate of 2,337,496 shares
of Common Stock pursuant to the Sales Agreement in January 2023 for net proceeds of approximately $4.5 million, after deducting sales
commissions payable by us, and (ii) the issuance and sale of 69,000,000 shares of Common Stock in an underwritten public offering that
closed on January 27, 2023 (the “Public Offering”) for net proceeds of approximately $96.9 million, after deducting underwriting
discounts and commissions and offering expenses payable by us.
After giving effect to: (i)
the pro forma adjustments described in the preceding paragraph, and (ii) the sale of our Common Stock during the term of the Sales Agreement
with Cantor Fitzgerald in the aggregate amount of $75.0 million at an assumed offering price of $1.19 per share, the last reported sale
price of our Common Stock on the Nasdaq Capital Market on April 26, 2023, and after deducting commissions and estimated aggregate offering
expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2022 would have been approximately $137.4
million, or $1.26 per share of Common Stock. This represents an immediate decrease in the pro forma net tangible book value of $0.04
per share to our existing stockholders and an immediate increase in net tangible book value of $0.03 per share to new investors.
The following table illustrates
this per share dilution:
Assumed public offering price per share of Common Stock | |
| | | |
$ | 1.19 | |
Net tangible book value per share as of December 31, 2022 | |
$ | 0.95 | | |
| | |
Increase in net tangible book value per share attributable to the issuance of an aggregate of 2,337,496 shares of our Common Stock pursuant to the Sales Agreement in January 2023 and the issuance of an aggregate of 69,000,000 shares of our Common Stock in the Public Offering | |
$ | 0.31 | | |
| | |
Pro forma net tangible book value per share as of December 31, 2022 | |
| | | |
$ | 1.26 | |
Decrease in pro forma net tangible book value per
share attributable to this offering | |
| | | |
| (0.04 | ) |
Pro forma as adjusted net tangible book value per share after this offering | |
| | | |
$ | 1.22 | |
Increase in net tangible
book value per share to investors participating in this offering | |
| | | |
$ | 0.03 | |
The table above assumes for
illustrative purposes that an aggregate of 63,025,210 shares of our Common Stock are sold during the term of the Sales Agreement with
Cantor Fitzgerald at a price of $1.19 per share, the last reported sale price of our Common Stock on the Nasdaq Capital Market on April
26, 2023, for aggregate net proceeds of approximately $72.4 million, after deducting commissions and estimated aggregate offering expenses
payable by us. The pro forma as adjusted information is illustrative only and will adjust based on the actual price to the public, the
actual number of shares sold and other terms of the offering determined at the time shares of our Common Stock are sold pursuant to this
prospectus. The shares pursuant to the Sales Agreement with Cantor Fitzgerald are being sold from time to time at various prices.
The above discussion and
table are based on 38,045,677 shares of Common Stock outstanding as of December 31, 2022, and give effect to: (i) the issuance and sale
of an aggregate of 2,337,496 shares of Common Stock pursuant to the Sales Agreement in January 2023, (ii) the issuance and sale of 69,000,000
shares of Common Stock in the Public Offering, and (iii) the conversion of 911,022 shares of Non-Voting Common Stock into 911,022 shares
of Common Stock on January 31, 2023, but excludes:
| ● | 6,169,180 shares of Common Stock
issuable upon the exercise of stock options outstanding under our equity incentive plans
as of December 31, 2022, with an exercise price of $2.25 per share; |
| ● | 2,617,445 shares of our Common Stock
issuable upon the vesting of restricted stock units outstanding under our equity incentive
plans as of December 31, 2022, of which 1,308,106 shares subject to such restricted stock
units vested on April 12, 2023; |
| ● | 4,999,863 shares of Common Stock
issuable upon the exercise of the Public Warrants as of December 31, 2022, with an exercise
price of $11.50 per share; |
| ● | up to 1,383,661 shares of Common
Stock available for future issuance under the Jasper Therapeutics, Inc. 2021 Equity Incentive
Plan as of December 31, 2022, which contains provisions that may increase its share reserve
each year, and pursuant to which 1,521,827 shares of Common Stock were added to the reserve
on January 1, 2023; |
| ● | up to 869,117 shares of Common Stock
available for future issuance under the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase
Plan as of December 31, 2022, which contains provisions that may increase its share reserve
each year, and pursuant to which 380,456 shares of Common Stock were added to the reserve
on January 1, 2023; and |
| ● | up to 1,295,672 shares of Common
Stock available for future issuance under the Jasper Therapeutics, Inc. 2022 Inducement Equity
Incentive Plan as of December 31, 2022, of which 1,093,831 shares are subject to an option
granted to Ronald Martell, our President and Chief Executive Officer, on February 2, 2023
as a result the closing of the Public Offering, per the terms of our employment agreement
with Mr. Martell dated February 25, 2022. |
To the extent that options
or warrants are exercised, new options or other equity awards are issued under our equity incentive plans, or we issue additional shares
of Common Stock or other equity or convertible debt securities in the future, there may be further dilution to investors participating
in this offering. Moreover, we may choose to raise additional capital because of market conditions or strategic considerations even if
we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of
equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
We have entered into the
Sales Agreement with Cantor Fitzgerald. Pursuant to this prospectus, we may offer and sell shares of our Common Stock having an aggregate
sales price of up to $75.0 million from time to time through or to Cantor Fitzgerald acting as sales agent or principal. A copy of the
Sales Agreement was filed as Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and is incorporated by reference
into this prospectus.
Upon delivery of a placement
notice and subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald may sell shares of our Common Stock by any method
permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act.
We may instruct Cantor Fitzgerald not to sell Common Stock if the sales cannot be effected at or above the price designated by us from
time to time. We or Cantor Fitzgerald may suspend the offering of Common Stock upon notice and subject to other conditions.
We will pay Cantor Fitzgerald
commissions, in cash, for its service in acting as agent in the sale of our Common Stock. Cantor Fitzgerald will be entitled to compensation
at a commission rate of 3.0% of the sales price per share sold under the Sales Agreement. Because there is no minimum offering amount
required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are
not determinable at this time. We have also agreed to reimburse Cantor Fitzgerald for certain specified expenses, including the fees
and disbursements of their legal counsel in an amount not to exceed (a) $75,000 in connection with the execution of the Sales Agreement,
(b) $15,000 per calendar quarter thereafter pursuant to the terms of the Sales Agreement, and (c) $15,000 for each program “refresh”
(filing of a new registration statement, prospectus or prospectus supplement relating to the Common Stock and/or an amendment of the
Sales Agreement) executed pursuant to the Sales Agreement. We estimate that the total expenses for the offering, excluding compensation
and reimbursements payable to Cantor Fitzgerald under the terms of the Sales Agreement, will be approximately $450,000.
Settlement for sales of shares
of our Common Stock will occur on the second business day following the date on which any sales are made, or on some other date that
is agreed upon by us and Cantor Fitzgerald in connection with a particular transaction, in return for payment of the net proceeds to
us. Sales of our Common Stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company
or by such other means as we and Cantor Fitzgerald may agree upon. There is no arrangement for funds to be received in an escrow, trust
or similar arrangement.
Cantor Fitzgerald will use
its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase the Common Stock
under the terms and subject to the conditions set forth in the Sales Agreement. In connection with the sale of the Common Stock on our
behalf, Cantor Fitzgerald will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation
of Cantor Fitzgerald will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution
to Cantor Fitzgerald against certain civil liabilities, including liabilities under the Securities Act.
The offering of shares of
our Common Stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein. We
and Cantor Fitzgerald may each terminate the Sales Agreement at any time upon ten days’ prior notice.
Cantor Fitzgerald and its
affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates,
for which services they may in the future receive customary fees. To the extent required by Regulation M, Cantor Fitzgerald will not
engage in any market making activities involving our Common Stock while the offering is ongoing under this prospectus.
This prospectus may be made
available in electronic format on a website maintained by Cantor Fitzgerald, and Cantor Fitzgerald may distribute this prospectus electronically.
LEGAL MATTERS
The validity of the issuance
of the Common Stock offered by this prospectus will be passed upon for us by Paul Hastings LLP, Palo Alto, California. DLA Piper LLP
(US), New York, New York is acting as counsel for Cantor Fitzgerald in connection with this offering.
EXPERTS
The financial statements
incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so
incorporated in reliance on the report (which contains an emphasis of matter paragraph relating to the Company’s need to raise
additional financing to continue its products’ development for the foreseeable future as described in Note 1 to the financial
statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN
FIND ADDITIONAL INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the securities to be offered under this prospectus.
This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth or incorporated
by reference in the registration statement of which this prospectus is a part and the exhibits to such registration statement. For further
information with respect to us and the securities offered by this prospectus, we refer you to the registration statement of which this
prospectus is a part and the exhibits to such registration statement. Statements contained in this prospectus as to the contents of any
contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration
statement or an exhibit to the reports or other documents incorporated by reference into this prospectus, please see the copy of the
contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is
qualified in all respects by the filed exhibit.
The SEC maintains an Internet
website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC.
The address of that website is www.sec.gov. You may also request a copy of these filings, at no cost, by writing us at 2200
Bridge Pkwy Suite #102, Redwood City, CA 94065 or telephoning us at (650) 549-1400.
We are subject to the information
and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information
with the SEC. These periodic reports, proxy statements and other information are available at the website of the SEC referred to above.
We also maintain a website at www.jaspertherapeutics.com. You may access these materials free of charge as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or connected to our website
is not a part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus is an inactive
textual reference only.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate
by reference the information and reports we file with it into this prospectus, which means that we can disclose important information
to you by referring you to these documents. The information incorporated by reference is an important part of this prospectus, and information
we file later with the SEC will automatically update and supersede this information. We are incorporating by reference the documents
listed below as of their respective dates of filing, which we have already filed with the SEC. Any report or information within any of
the documents referred below that is furnished, but not filed, shall not be incorporated by reference into this prospectus.
| ● | our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 8, 2023; |
| ● | the information specifically incorporated
by reference into our Annual Report on Form 10-K from our definitive proxy statement on Schedule 14A, filed with the SEC on April 21,
2023; |
| ● | the description of our Common Stock
set forth in our Registration Statement on Form 8-A (File No. 001-39138), filed with the SEC under Section 12(b) of the Exchange
Act on November 18, 2019, including any amendments or reports filed for the purpose of updating
such description, including the description of our Common Stock included as included as Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed with
the SEC on March 8, 2023. |
We also incorporate by reference
any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that
are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this
prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates
the termination of the offering of the securities made by this prospectus, and such future filings will become a part of this prospectus
from the respective dates that such documents are filed with the SEC. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
You may obtain any of the
documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. Documents
incorporated by reference are also available from us, without charge. You may obtain documents incorporated by reference in this prospectus
by requesting them in writing or by telephone at the following address or phone number:
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
Attn: President and Chief Executive Officer
Phone: (650) 549-1400
You also may access these
filings on our Internet site at https://www.jaspertherapeutics.com/. Information contained on or connected to our website is not a part
of, and is not incorporated into, this prospectus or the registration statement of which this prospectus is a part, and the inclusion
of our website address in this prospectus is an inactive textual reference only. This prospectus is part of a registration statement
we filed with the SEC. We have incorporated exhibits into the registration statement of which this prospectus is a part. You should read
the exhibits carefully for provisions that may be important to you.
Up to $75,000,000
Common Stock
,
2023
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. | Other Expenses of Issuance and Distribution |
The following table sets
forth an estimate of the fees and expenses, other than the underwriting discounts and commissions, payable by the Registrant in connection
with the issuance and distribution of the securities being registered. All the amounts shown, except for the SEC registration fee, are
estimates.
SEC registration fee | |
$ | 22,938 | |
Accounting fees and expenses | |
| * | |
Legal fees and expenses | |
| * | |
Transfer agent and registrar fees and expenses | |
| * | |
Trustee fees and expenses | |
| * | |
Blue sky fees and expenses (including legal fees) | |
| * | |
FINRA filing fee (if applicable) | |
| * | |
Printing and miscellaneous fees and expenses | |
| * | |
Total | |
$ | * | |
* | These fees are calculated based on the type
of securities offered and the number of issuances and accordingly, cannot be estimated at
this time. The amount of securities and number of offerings are indeterminable and the expenses
cannot be estimated at this time. An estimate of the aggregate expenses in connection with
the sale and distribution of securities being offered will be included in the applicable
prospectus supplement. |
Item 15. | Indemnification of Directors and Officers |
Section 102 of the General
Corporation Law of the State of Delaware (“DGCL”) permits a corporation to eliminate or limit the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where
the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation
of the DGCL or derived an improper personal benefit. The Registrant’s second amended and restated certificate of incorporation
(the “Amended and Restated Certificate of Incorporation”) provides that no director of the Registrant shall be personally
liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of
law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty.
Section 145 of the DGCL provides
that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request
of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in
connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to judgments, fines and amounts paid in settlement in connection with
such action, suit or proceeding or with respect to any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite
the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper. The Amended and Restated Certificate of Incorporation
permits the Registrant to indemnify its directors, officers, employees and other agents to the maximum extent permitted by the DGCL,
and the Registrant’s second amended and restated bylaws (the “Amended and Restated Bylaws”) provide that the Registrant
will indemnify its directors and officers and permit the Registrant to indemnify its employees and other agents, in each case to the
extent not prohibited by the DGCL or any other applicable law.
The Registrant has entered,
and expects to continue to enter, into indemnification agreements with its directors and officers, that may be broader than the specific
indemnification provisions contained in the DGCL. These agreements, among other things, require the Registrant to indemnify each director
and officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments,
penalties, fines and settlement amounts actually and reasonably incurred by the director or executive officer in any action or proceeding,
including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or executive
officer. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive
officers in investigating or defending any such action, suit or proceeding, subject to certain exceptions.
The Amended and Restated
Bylaws provide that the Registrant may purchase insurance on behalf of any person required or permitted to be indemnified to the extent
permitted by the DGCL or any other applicable law. The Registrant has obtained insurance under which, subject to the limitations of the
insurance policies, coverage is provided to the Registrant’s directors and executive officers against loss arising from claims
made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims related to various
liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act
of 1934, as amended, and to the Registrant with respect to payments that may be made by the Registrant to these directors and executive
officers pursuant to the Registrant’s indemnification obligations or otherwise as a matter of law.
At present, there is no pending
litigation or proceeding involving a director or officer of the Registrant regarding which indemnification is sought, nor is the Registrant
aware of any threatened litigation that may result in claims for indemnification.
See also the undertakings
set out in response to Item 17 herein.
|
|
|
|
Incorporated by Reference |
|
|
Exhibit No. |
|
Exhibit
Description |
|
Form |
|
Filing
Date/Period
End Date |
|
Exhibit |
|
Filed
Herewith |
1.1† |
|
Form of Underwriting
Agreement |
|
|
|
|
|
|
|
|
1.2 |
|
Controlled Equity OfferingSM Sales Agreement, dated as of November 10, 2022, by and between Jasper Therapeutics, Inc. and Cantor Fitzgerald & Co. |
|
10-Q |
|
11/10/2022 |
|
10.1 |
|
|
3.1 |
|
Second Amended and Restated Certificate of Incorporation of Jasper Therapeutics, Inc. |
|
8-K |
|
09/29/2021 |
|
3.1 |
|
|
3.2 |
|
Third Amended and Restated Bylaws of Jasper Therapeutics, Inc. |
|
8-K |
|
02/17/2023 |
|
3.1 |
|
|
4.1 |
|
Form of Warrant Agreement, dated November 19, 2019, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent |
|
8-K |
|
11/25/2019 |
|
4.1 |
|
|
4.2 |
|
Specimen Warrant Certificate |
|
S-1/A |
|
11/6/2019 |
|
4.3 |
|
|
4.3* |
|
Form of Indenture |
|
|
|
|
|
|
|
X |
4.4† |
|
Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock |
|
|
|
|
|
|
|
|
4.5† |
|
Form of Debt Securities |
|
|
|
|
|
|
|
|
4.6† |
|
Form of Depositary Agreement and Form of Depositary Receipt |
|
|
|
|
|
|
|
|
4.7† |
|
Form of Rights Agreement |
|
|
|
|
|
|
|
|
4.8† |
|
Form of Unit Agreement |
|
|
|
|
|
|
|
|
5.1* |
|
Opinion of Paul Hastings LLP. |
|
|
|
|
|
|
|
X |
23.1* |
|
Consent of PricewaterhouseCoopers LLP |
|
|
|
|
|
|
|
X |
23.2 |
|
Consent of Paul Hastings LLP (contained in Exhibit 5.1 to this Registration Statement) |
|
|
|
|
|
|
|
X |
24.1* |
|
Power of Attorney (contained on the signature page) |
|
|
|
|
|
|
|
X |
25.1† |
|
Statement of Eligibility of Trustee on Form T-1 |
|
|
|
|
|
|
|
|
107* |
|
Filing Fee Table |
|
|
|
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† | To be filed by amendment or as an exhibit
to a Current Report on Form 8-K and incorporated herein by reference, if applicable. |
| (a) | The undersigned Registrant hereby undertakes: |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the
securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(7) That,
for purposes of determining any liability under the Securities Act of 1933:
(i) the
information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be a part of this registration statement as of the time it was declared effective; and
(ii) each
post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) To
file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
(b) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Redwood City, State of California, on April 28, 2023.
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JASPER THERAPEUTICS, INC. |
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By: |
/s/ Ronald Martell |
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Ronald Martell |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Ronald Martell and Jeet Mahal, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers
of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their
names and behalf in their capacities as officers and directors to enable Jasper Therapeutics, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
that all said attorneys-in-fact and agents, or any of them or their or his or her substitutes or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Ronald Martell |
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President, Chief Executive Officer and Director |
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April 28, 2023 |
Ronald Martell |
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(Principal Executive Officer) |
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/s/ Jeet Mahal |
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Chief Operating Officer and Chief Financial Officer |
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April 28, 2023 |
Jeet Mahal |
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(Principal Accounting and Financial Officer) |
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/s/ William Lis |
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Chairperson of the Board |
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April 28, 2023 |
William Lis |
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/s/ Anna French, D.Phil. |
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Director |
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April 28, 2023 |
Anna French, D.Phil. |
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/s/ Vishal Kapoor |
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Director |
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April 28, 2023 |
Vishal Kapoor |
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/s/ Lawrence Klein, Ph.D. |
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Director |
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April 28, 2023 |
Lawrence Klein, Ph.D. |
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/s/ Christian W. Nolet |
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Director |
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April 28, 2023 |
Christian W. Nolet |
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/s/ Judith Shizuru, M.D., Ph.D. |
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Director |
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April 28, 2023 |
Judith Shizuru, M.D., Ph.D. |
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/s/ Kurt von Emster |
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Director |
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April 28, 2023 |
Kurt von Emster |
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