SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 29, 2021 (September 24, 2021)
JASPER THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
2200 Bridge Pkwy Suite #102
Redwood City, CA
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|The Stock Market LLC|
|The Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On September 29, 2021, Jasper Therapeutics, Inc., a Delaware corporation (f/k/a Amplitude Healthcare Acquisition Corporation) (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) to report the Closing and related matters under Items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.06, 7.01 and 9.01 of Current Report on Form 8-K. Due to the large number of events to be reported under the specified items of Current Report on Form 8-K, this Amendment No. 1 to Form 8-K is being filed to amend the Original Report to include additional matters related to the transaction under Items 3.03, 5.03 and 5.05 of Form 8-K.
Capitalized terms used herein but not defined herein have the meanings given to such terms in the Original Report.
|Item 3.03.||Material Modification to Rights of Security Holders.|
At the Special Meeting, the AMHC stockholders considered and approved, among other things, the amendment and restatement of AMHC’s amended and restated certificate of incorporation and bylaws as described in the Definitive Proxy Statement under the sections titled “Charter Amendment Proposal” beginning on page 133 and “Bylaws Amendment Proposal” beginning on page 135, which are incorporated herein by reference. In connection with the consummation of the Transactions, AMHC changed its name to “Jasper Therapeutics, Inc.” and adopted a second amended and restated certificate of incorporation (the “Restated Charter”), which became effective upon filing with the Secretary of State of the State of Delaware on September 24, 2021, and adopted second amended and restated bylaws (the “Restated Bylaws”).
The description of the Restated Charter, the Restated Bylaws and the general effect of the Restated Charter and the Restated Bylaws upon the rights of the holders of New Jasper’s Common Stock is included in the Definitive Proxy Statement in the sections titled “Comparison of Corporate Governance and Stockholder Rights” beginning on page 265 and “Description of New Jasper Securities” beginning on page 277, which are incorporated herein by reference.
This foregoing summary is qualified in its entirety by reference to the texts of New Jasper’s Restated Charter and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.
In accordance with Rule 12g-3(a) under the Exchange Act, New Jasper is the successor issuer to AMHC and has succeeded to the attributes of AMHC as the registrant. In addition, the shares of Common Stock of New Jasper, as the successor to AMHC, are deemed to be registered under Section 12(b) of the Exchange Act. Holders of uncertificated shares of AMHC’s Class A Common Stock and Class B Common Stock prior to the Closing have continued as holders of shares of uncertificated shares of New Jasper Common Stock.
After consummation of the Transactions, the New Jasper Voting Common Stock and public warrants are listed on the Nasdaq Capital Market under the symbols “JSPR” and “JSPRW,” respectively, and the CUSIP numbers relating to the New Jasper Voting Common Stock and public warrants were changed to 471871 103 and 471871 111, respectively. Holders of AMHC’s shares and public warrants who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that New Jasper is the successor to AMHC.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Closing, on September 24, 2021 the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. A copy of the code is available in the Investors section of the Company’s website at www.jaspertherapeutics.com.
Item 9.01. Financial Statements and Exhibits.
|+||Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.|
|†||Indicates a management contract or compensatory plan, contract or arrangement.|
|^||Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: September 29, 2021||JASPER THERAPEUTICS, INC.|
|By:||/s/ Jeet Mahal|
|Title:||Chief Financial and Business Officer|