Jasper Therapeutics Inc-A美股招股说明书(2025-09-19版)

We are offering (i) 11,670,707shares of our voting common stock, par value $0.0001 per share (“Common Stock”), and in lieu ofoffering shares of our Common Stock to certain investors, pre-funded warrants (“Pre-Funded Warrants”) to purchase675,000shares ofour Common Stock, and (ii) accompanying warrants (“Common Warrants”) to purchase 12,345,707shares of our Common Stock. Thepurchase price of each Pre-Funded Warrant and accompanying Common Warrant is the price per share at which shares of our CommonStock and accompanying Common Warrants are being sold in this offering, minus $0.0001, which is the exercise price of each Pre-Funded Warrant. The exercise price of each Common Warrant is $2.92per share. This prospectus supplement also relates to theoffering of the shares of Common Stock issuable upon the exercise of each of the Pre-Funded Warrants and the Common Warrants.The shares of Common Stock or the Pre-Funded Warrants, as the case may be, and the accompanying Common Warrants, can only bepurchased together in this offering but will be issued separately. Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “JSPR.” On September 17, 2025, the lastreported sale price of our Common Stock on the Nasdaq Capital Market was $2.33 per share. We do not intend to list the Pre-FundedWarrants or the Common Warrants on the Nasdaq Capital Market or any other national securities exchange or nationally recognizedtrading system. Certain of our officers and directors have indicated an interest in purchasing an aggregate of up to approximately 143,000shares ofCommon Stock and accompanying Common Warrants to purchase143,000shares of Common Stock in this offering at the publicoffering price and on the same terms and conditions as the other purchasers in this offering. However, because indications of interestare not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no shares ofCommon Stock and accompanying Common Warrants to any of these potential purchasers, and any of these potential purchasers coulddetermine to purchase more, fewer or no shares of Common Stock and accompanying Common Warrants in this offering. Theunderwriters will receive the same underwriting discounts and commissions on any shares of Common Stock and accompanyingCommon Warrants purchased by these parties as they will on any other shares of Common Stock and accompanying CommonWarrants sold to the public in this offering. We are a “smaller reporting company” under applicable federal securities laws and, as such, we have elected to comply with certainreduced public company reporting requirements for this prospectus supplement and future filings with the Securities and ExchangeCommission. See “Prospectus Supplement Summary – Implications of Being a Smaller Reporting Company.” Our business and an investment in our securities involve significant risks. These risks are described under the caption “RiskFactors” beginning on page S-7 of this prospectus supplement and under similar headings in the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. (1)See the section of this prospectus supplement entitled “Underwriting” for a description of the compensation payable to theunderwriters.(2)The amount of offering proceeds to us presented in this table does not include proceeds from the exercise of the CommonWarrants. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Common Stock, Pre-Funded Warrants and accompanying Common Warrants againstpayment in New York, New York on or about September 22, 2025. Book-Running ManagerTD CowenSeptember 18, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11MARKET AND INDUSTRY DATAS-13USE OF PROCEEDSS-14DILUTIONS-15DESCRIPTION OF WARRANTSS-17MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. AND NON-U.S. HOLDERSS-20UNDERWRITINGS-26LEGAL MATTERSS-33EXPERTSS-33WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-33INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-34 ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS25DESCRIPTION OF RIGHTS28DESCRIPTION OF UNITS29DESCRIPTION OF DEPOSITARY SHARES30LEGAL OWNERSHIP OF SECURITIES33PLAN OF DISTRIBUTION36LEGAL MATTERS38EXPERTS38WHERE YOU CAN FIND ADDITIONAL INFORMATION38INCORPORATION OF CERTAIN INFORMATION BY REFERENCE39 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supple