Adam Morgan Form 4 Jasper Therapeutics / BALAJI VENKATARAMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Velan Capital Investment Management LP

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jasper Therapeutics, Inc. [ JSPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share(1)	02/08/2024		P		350,000	A	$12.95	1,188,500(4)	I	By Velan Capital Master Fund LP(2)
Common Stock, par value $0.0001 per share(1)								245,328(4)	I	By Avego Healthcare Capital, L.P.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Velan Capital Investment Management LP

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Master Fund LP

(Last) (First) (Middle)

89 NEXUS WAY

(Street)

GRAND CAYMAN E9 KY1-9009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avego Healthcare Capital, L.P.

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Holdings LLC

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avego Healthcare Capital Holdings, LLC

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avego Management LLC

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Management LLC

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENKATARAMAN BALAJI

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Morgan Adam

(Last) (First) (Middle)

100 NORTH MAIN STREET

SUITE 301

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Avego Healthcare Capital, L.P. ("Avego Fund"), Velan Capital Holdings LLC ("Velan GP"), Avego Healthcare Capital Holdings, LLC ("Avego GP"), Avego Management, LLC ("Avego Management"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Balaji Venkataraman and Adam Morgan (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. As the managing members of Velan GP and Velan IM GP, Messrs. Venkataraman and Morgan may be deemed to beneficially own the securities owned directly by Velan Master.

3. Securities owned directly by Avego Fund. As the general partner of Avego Fund, Avego GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Avego Management may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Velan Capital may be deemed to beneficially own the securities owned directly by Avego Fund. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Avego GP, Avego Management, Velan GP and Velan IM GP, Mr. Venkataraman may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Velan GP and Velan IM GP, Mr. Morgan may be deemed to beneficially own the securities owned directly by Avego Fund.

4. Reflects a 1-for-10 reverse stock split of the Issuer's common stock, effected on January 4, 2024.

	Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner By: /s/ Adam Morgan, managing member	02/09/2024
	Avego Healthcare Capital, L.P., By: Avego Healthcare Capital Holdings, LLC, its general partner By: /s/ Balaji Venkataraman, managing member	02/09/2024
	Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member	02/09/2024
	Avego Healthcare Capital Holdings, LLC, By: /s/ Balaji Venkataraman, managing member	02/09/2024
	Avego Management, LLC, By: /s/ Balaji Venkataraman, managing member	02/09/2024
	Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner By: /s/ Adam Morgan, managing member	02/09/2024
	Velan Capital Management LLC, By: /s/ Adam Morgan, managing member	02/09/2024
	/s/ Balaji Venkataraman	02/09/2024
	/s/ Adam Morgan	02/09/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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