Item 1.01. Entry into a Material Definitive Agreement.

On January 25, 2023, Jasper Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as the representatives of the several underwriters named therein (the "Underwriters"), relating to an underwritten public offering (the "Offering") of 60,000,000 shares of the Company's voting common stock, $0.0001 par value per share ("Common Stock"). The public offering price is $1.50 per share and the Underwriters have agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $1.41 per share. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to 9,000,000 additional shares of Common Stock.

The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No. 333-267777), previously filed with the Securities and Exchange Commission (the "SEC") on October 7, 2022, and declared effective on October 18, 2022, and a prospectus supplement dated January 25, 2023.

Gross proceeds from the Offering will be approximately $90 million (excluding any sale of shares of Common Stock pursuant to the option to purchase additional shares granted to the Underwriters), before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include capital expenditures, working capital and general and administrative expenses. The purchase and sale of the Common Stock, and the closing of the Offering, is expected to take place on or about January 27, 2023, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company's directors and executive officers have entered into "lock-up" agreements with Credit Suisse Securities (USA) LLC and William Blair & Company, L.L.C., which generally prohibit, without the prior written consent of the Credit Suisse Securities (USA) LLC and William Blair & Company, L.L.C. and subject to certain exceptions, the sale, transfer or other disposition of securities of the Company prior to April 25, 2023.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Underwriting, which is filed as Exhibit 1.1 to this Current Report on Form 8-K. A copy of the opinion of Paul Hastings LLP, counsel to the Company, relating to the validity of the shares of Common Stock to be issued in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.





Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the anticipated use of proceeds from the Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing the Offering on a timely basis or at all, market conditions and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.





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Item 8.01. Other Events.

On January 25, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Number    Description
1.1         Underwriting Agreement, dated as of January 25, 2023, by and between
          Jasper Therapeutics, Inc., Credit Suisse Securities (USA) LLC, William
          Blair & Company, L.L.C., and Oppenheimer & Co. Inc.

5.1         Opinion of Paul Hastings LLP.

23.1        Consent of Paul Hastings LLP (included in Exhibit 5.1).

99.1        Press Release, dated January 25, 2023.

104       Cover Page Interactive Data File, formatted in Inline Extensible
          Business Reporting Language (iXBRL).




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