As
filed with the Securities and Exchange Commission on March 18, 2022
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Jasper
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
84-2984849 |
(State
or other jurisdiction
of incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
2200
Bridge Pkwy Suite #102
Redwood
City, CA 94065
(Address
of Principal Executive Offices) (Zip Code)
Jasper
Therapeutics, Inc. 2021 Equity Incentive Plan
Jasper
Therapeutics, Inc. 2021 Employee Stock Purchase Plan
Jasper
Therapeutics, Inc. 2022 Inducement Equity Incentive Plan
(Full
titles of the plans)
Ronald
Martell
Chief
Executive Officer and President
Jasper
Therapeutics, Inc.
2200
Bridge Pkwy Suite #102
Redwood
City, CA 94065
(650)
549-1400
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey T. Hartlin
Samantha H. Eldredge
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, California 94304
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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|
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 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and
the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement:
| (a) |
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 18, 2022; |
| |
|
| (b) |
The Registrant’s Current Reports on Form 8-K
filed with the Commission on February
28, 2022, March 11,
2022, and March 16,
2022 (4:01 p.m. Eastern Time); and |
| |
|
| (c) |
The description of the Registrant’s common stock
set forth in the Registration Statement on Form 8-A filed with the Commission on November 18, 2019 (File No. 001-39138) pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or
reports filed for the purpose of updating such description, including the description of the Registrant's common stock included as Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2021, filed with the Commission on March 18, 2022. |
All
other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part
of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual
or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed
under such provisions.
For
the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed
document that also is or is 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 Registration Statement.
You
should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The
Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration
Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
You
may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits
to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration
Statement). Requests for such information should be directed to:
Jasper
Therapeutics, Inc.
2200
Bridge Pkwy Suite #102
Redwood
City, CA 94065
(650)
549-1400
Attn:
President and Chief Executive Officer
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 us, 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 9 herein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
| Exhibit Number |
|
Description |
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| 3.1 |
|
Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
| |
|
|
| 3.2 |
|
Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
| |
|
|
| 4.1 |
|
Form of Warrant Agreement, dated November 19, 2019, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on November 25, 2019). |
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|
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| 4.2 |
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A (File No. 333-234324) filed by the Registrant on November 6, 2019). |
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|
|
| 5.1* |
|
Opinion of Paul Hastings LLP. |
| |
|
|
| 10.1 |
|
Jasper Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
| |
|
|
| 10.2 |
|
Jasper Therapeutics, Inc. 2021 Equity Incentive Plan Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
| |
|
|
| 10.3 |
|
Jasper Therapeutics, Inc. 2021 Equity Incentive Plan Form of RSU Award Grant Notice and Award Agreement (RSU Award) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
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|
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| 10.4 |
|
Jasper
Therapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K
filed by the Registrant on September 29, 2021). |
| |
|
|
| 10.5 |
|
Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on March 16, 2022). |
| |
|
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| 10.6* |
|
Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan Form of Stock Option Agreement and Terms and Conditions of Stock Option Grant. |
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|
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| 10.7* |
|
Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan Form of Restricted Stock Unit Agreement and Terms and Conditions of Restricted Stock Unit Grant. |
| |
|
|
| 23.1* |
|
Consent of PricewaterhouseCoopers LLP. |
| |
|
|
| 23.2* |
|
Consent of Paul Hastings LLP (included in Exhibit 5.1). |
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|
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| 24.1* |
|
Power of Attorney is contained on the signature page. |
| |
|
|
| 107* |
|
Filing Fee Table |
ITEM 9. UNDERTAKINGS.
(a) The 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 this 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 this 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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 this Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that:
(A) paragraphs (a)(1)(i) and (a)(1)(ii) 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(b) The Registrant hereby undertakes 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 Exchange Act that is incorporated by reference in this 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.
(h) 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 Commission 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Redwood City, State of California, on March 18, 2022.
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Jasper Therapeutics, Inc. |
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|
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By: |
/s/ Ronald Martell |
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Name: |
Ronald Martell |
| |
Title: |
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 or any one of them, as his or her true and lawful attorneys-in-fact and agent, with full power 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 (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with 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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
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|
|
|
|
| /s/ Ronald Martell |
|
President, Chief Executive Officer and Director |
|
March 18, 2022 |
| Ronald Martell |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Jeet Mahal |
|
Chief Financial Officer and Chief Business Officer |
|
March 18, 2022 |
| Jeet Mahal |
|
(Principal Accounting and Financial Officer) |
|
|
| |
|
|
|
|
| /s/ William Lis |
|
Chairperson of the Board |
|
March 18, 2022 |
| William Lis |
|
|
|
|
| |
|
|
|
|
| /s/ Anna French, D.Phil. |
|
Director |
|
March 18, 2022 |
| Anna French, D.Phil. |
|
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|
|
| /s/ Lawrence Klein, Ph.D. |
|
Director |
|
March 18, 2022 |
| Lawrence Klein, Ph.D. |
|
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|
|
|
| /s/ Christian W. Nolet |
|
Director |
|
March 18, 2022 |
| Christian W. Nolet |
|
|
|
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| |
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|
|
| /s/ Judith Shizuru, M.D., Ph.D. |
|
Director |
|
March 18, 2022 |
| Judith Shizuru, M.D., Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Kurt von Emster |
|
Director |
|
March 18, 2022 |
| Kurt von Emster |
|
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II-5
Exhibit 5.1
| March 18, 2022 |
46931.00001 |
|
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Jasper Therapeutics,
Inc., a Delaware corporation (the “Company”), in connection with the preparation of the registration statement
on Form S-8 to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on
or about the date hereof (the “Registration Statement”) to effect registration under the Securities Act
of 1933, as amended (the “Securities Act”), of an aggregate of 12,506,781 shares (the “Shares”)
of the Company’s voting common stock, $0.0001 par value per share (“Common Stock”), comprised of: (i)
5,942,931shares of Common Stock reserved for awards available for future issuance under the Jasper Therapeutics, Inc. 2021 Equity Incentive
Plan (the “2021 Plan”), (ii) up to 2,635,299 shares of Common Stock which
are currently issuable pursuant to outstanding option awards granted under the Jasper Therapeutics, Inc. 2019 Equity Incentive Plan (the
“2019 Plan”), which amount also represents the maximum number of shares of Common Stock that may become available
for issuance under the 2021 Plan as a result of shares of Common Stock subject to such outstanding option awards under the 2019 Plan (A)
not being issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares covered
by such stock award having been issued; (B) being withheld or reacquired to satisfy the exercise, strike or purchase price; or (C) being
withheld or reacquired to satisfy a tax withholding obligation; (iii) 928,551 shares of Common Stock issuable upon the exercise of purchase
rights to be granted by the Company pursuant to the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”);
and (iv) 3,000,000 shares of Common Stock reserved for awards available for future issuance under the Jasper Therapeutics, Inc. 2022 Inducement
Equity Incentive Plan (the “2022 Inducement Plan” and, together with the 2021 Plan and the ESPP, the “Plans”).
As such counsel and for purposes of our opinion
set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such
documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, and have reviewed
certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate
as a basis for the opinion set forth below, including, without limitation:
| (i) | the Registration Statement; |
| (ii) | the Second Amended and Restated Certificate of Incorporation of the Company, as certified as of March
18, 2022 by the Office of the Secretary of State of the State of Delaware; |
| (iii) | the Second Amended and Restated Bylaws of the Company as presently in effect, as certified by an officer
of the Company on March 18, 2022; |
Jasper Therapeutics, Inc.
March 18, 2022
Page 2
| (iv) | the Plans and the forms of award agreements related thereto that were attached as exhibits to the Registration
Statement or otherwise incorporated by reference into the exhibits of the Registration Statement; |
| (v) | a certificate, dated as of March 18, 2022, from the Office of the Secretary of State of the State of
Delaware, as to the existence and good standing of the Company in the State of Delaware (the “Good Standing
Certificate”); and |
| (vi) | the resolutions adopted by the board of directors of the Company regarding the Plans, including the assumption
of the 2019 Plan, and other matters related thereto, as certified by an officer of the Company on March 18, 2022. |
In addition to the foregoing, we have made such
investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth in this opinion letter.
In such examination and in rendering the opinion
expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements,
instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements,
instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments,
corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other
copies conform to originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority of all
persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents
submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and
other documents by all parties thereto (other than the Company); (vi) that no documents submitted to us have been amended or terminated
orally or in writing except as has been disclosed to us in writing; (vii) that the statements contained in the certificates and comparable
documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes
of this opinion letter are true and correct; (viii) that there has not been any change in the good standing status of the Company from
that reported in the Good Standing Certificate; and (ix) that each of the officers and directors of the Company has properly exercised
his or her fiduciary duties. As to all questions of fact material to this opinion letter, and as to the materiality of any fact or other
matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or
comparable documents of officers and representatives of the Company. Our knowledge of the Company and its legal and other affairs is limited
by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect
to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain legal matters
and issues without the assistance of independent counsel. We have also assumed that the individual issuances, grants, awards or grants
of purchase rights under the Plans will be duly authorized by all necessary corporate action of the Company and duly issued, granted or
awarded and exercised in accordance with the requirements of law, the Plans and the agreements, forms of instrument, awards and grants
duly adopted thereunder.
Based upon the foregoing, and in reliance thereon,
and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion that the Shares are
duly authorized and, when issued and sold as described in the Registration Statement and in accordance with the Plans and the applicable
award agreements or forms of instrument evidencing purchase rights thereunder (including the receipt by the Company of the full consideration
therefor), will be validly issued, fully paid and nonassessable.
Jasper Therapeutics, Inc.
March 18, 2022
Page 3
Without limiting any of the other limitations,
exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of
any jurisdiction other than the General Corporation Law of the State of Delaware, as in effect on the date of this opinion letter.
This opinion letter deals only with the specified legal issues expressly
addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion
letter.
This opinion letter is rendered solely in connection
with the issuance and delivery of the Shares as described in the Registration Statement and in accordance with the terms of the Plans
and the applicable award agreement or form of instrument evidencing purchase rights thereunder. This opinion letter is rendered as of
the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the
circumstances or the law that may bear on the matters set forth herein after the effectiveness of the Registration Statement even if the
change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.
We hereby consent to the filing of this opinion
letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Paul Hastings LLP
Exhibit 10.6
JASPER THERAPEUTICS, INC.
2022 INDUCEMENT EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined
in the Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in
this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”)
and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
NOTICE OF STOCK OPTION GRANT
| Participant: |
|
____________________________ |
| |
|
| Address: |
|
____________________________ |
Participant has been granted an Option to purchase
Common Stock of Jasper Therapeutics, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Agreement,
as follows:
| |
|
|
| Grant Number |
|
____________________________ |
| |
|
| Date of Grant |
|
____________________________ |
| |
|
| Vesting Commencement Date |
|
____________________________ |
| |
|
| Number of Shares Granted |
|
____________________________ |
| |
|
| Exercise Price per Share |
|
$ ____________________________ |
| |
|
| Total Exercise Price |
|
$____________________________ |
| |
|
| Type of Option |
|
Nonstatutory Stock Option |
| |
|
| Term/Expiration Date |
|
____________________________ |
Vesting Schedule:
Subject to accelerated vesting as set forth below
or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the following schedule:
[25% of the Shares subject to the Option shall vest and become
exercisable on the one (1)-year anniversary of the Vesting Commencement Date, and 1/48th of the Shares subject to the Option shall vest
and become exercisable each month thereafter, subject to Participant continuing to be a Service Provider through each such date.]
Termination Period:
This Option will be exercisable for three (3)
months after Participant ceases to be a Service Provider, unless such termination is: (a) due to Participant’s Disability, in which
case this Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider, (b) due to Participant’s
death, in which case this Option will be exercisable for eighteen (18) months after Participant ceases to be a Service Provider, or (c)
for Cause, in which case this Option will immediately expire on the earlier of the date Participant ceases to be a Service Provider and
when Cause first existed. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in Section 13(c) of the Plan.
[Signature Page Follows]
By Participant’s signature and the signature
of the Company’s representative below, Participant and the Company agree that this Option is granted under and governed by the terms
and conditions of the Plan and this Agreement, including exhibits hereto, all of which are made a part of this document. The Company and
Participant understand and agree that this Option was granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement
for Participant to enter into employment with the Company. Participant has reviewed the Plan and this Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan
and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence
address indicated below.
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[Signature Page (Stock Option Agreement –
2022 Inducement Equity Incentive Plan)]
EXHIBIT A
TERMS AND CONDITIONS OF STOCK OPTION GRANT
1. Grant of Option. The Company hereby
grants to the Participant named in the Notice of Grant (the “Participant”) an option (the “Option”) to purchase
the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise
Price”), subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject
to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan will prevail.
2. Vesting Schedule. Except as provided
in Section 3, the Option awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares
scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in the Participant in accordance with
any of the provisions of this Agreement, unless the Participant will have been continuously a Service Provider from the Date of Grant
until the date such vesting occurs.
3. Administrator Discretion. The Administrator,
in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time,
subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by
the Administrator.
4. Exercise of Option.
(a) Right to Exercise. This Option
may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the
Plan and the terms of this Agreement.
(b) Method of Exercise. This Option
is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”) or in a
manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements
as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by the Participant
and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares together with any applicable tax withholding. This Option will be deemed to be exercised upon receipt by the Company of such
fully executed Exercise Notice accompanied by the aggregate Exercise Price.
5. Method of Payment. Payment of the
aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of the Participant:
(a) cash;
(b) check;
(c) consideration received by the Company under
a formal cashless exercise program adopted by the Company in connection with the Plan; or
(d) surrender of other Shares which have a fair
market value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares,
in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company.
6. Tax Obligations.
(a) Withholding of Taxes. Notwithstanding
any contrary provision of this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by the Participant with respect to the payment of income, employment,
social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. To the extent
determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding
obligations by reducing the number of Shares otherwise deliverable to the Participant. If the Participant fails to make satisfactory
arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, the Participant
acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts
are not delivered at the time of exercise.
(b) Code Section 409A. Under Code
Section 409A, an option with a per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to
be less than the fair market value of a share on the date of grant (a “Discount Option”) may be considered “deferred
compensation.” A Discount Option may result in (i) income recognition by the Participant prior to the exercise of the option,
(ii) an additional 20% federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result
in additional state income, penalty and interest charges to the Participant. The Participant acknowledges that the Company cannot
and has not guaranteed that the IRS will agree that the Exercise Price per Share of this Option equals or exceeds the Fair Market Value
of a Share on the Date of Grant in a later examination. The Participant agrees that if the IRS determines that the Option was granted
with an Exercise Price per Share that was less than the Fair Market Value of a Share on the Date of Grant, the Participant will be solely
responsible for the Participant’s costs related to such a determination.
7. Rights as Stockholder. Neither
the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of
the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued,
recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant. After such issuance,
recordation and delivery, the Participant will have all the rights of a stockholder of the Company with respect to voting such Shares
and receipt of dividends and distributions on such Shares.
8. No Guarantee of Continued Service. PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT
OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP
AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
9. Address for Notices. Any notice
to be given to the Company under the terms of this Agreement will be addressed to the Company at Jasper Therapeutics, Inc., 2200 Bridge
Pkwy Suite #102, Redwood City, CA 94065, or at such other address as the Company may hereafter designate in writing.
10. Non-Transferability of Option. This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during
the lifetime of the Participant only by the Participant.
11. Binding Agreement. Subject to
the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of
the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
12. Additional Conditions to Issuance of Stock. If
at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares
upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval
of any governmental regulatory authority is necessary or desirable as a condition to the purchase by, or issuance of Shares to, the Participant
(or his or her estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification,
rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. The
Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and
to obtain any such consent or approval of any such governmental authority or securities exchange. Assuming such compliance, for income
tax purposes the Exercised Shares will be considered transferred to the Participant on the date the Option is exercised with respect to
such Exercised Shares.
13. Plan Governs. This Agreement is
subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and
one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement
will have the meaning set forth in the Plan.
14. Administrator Authority. The Administrator
will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application
of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of
whether or not any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by
the Administrator in good faith will be final and binding upon the Participant, the Company and all other interested persons. No
member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect
to the Plan or this Agreement.
15. Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded
under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The
Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line
or electronic system established and maintained by the Company or a third party designated by the Company.
16. Captions. Captions provided herein
are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
17. Agreement Severable. In the event
that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity
or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
18. Modifications to the Agreement. This
Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he
or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications
to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary
or advisable, in its sole discretion and without the consent of the Participant, to comply with Code Section 409A or to otherwise avoid
imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Option.
19. Amendment, Suspension or Termination of
the Plan. By accepting this Award, the Participant expressly warrants that he or she has received an Option under the Plan, and
has received, read and understood a description of the Plan. The Participant understands that the Plan is discretionary in nature
and may be amended, suspended or terminated by the Company at any time.
20. Governing Law. The laws of the
State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and
duties of the parties hereto.
EXHIBIT B
JASPER THERAPEUTICS, INC.
2022 INDUCEMENT EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Jasper Therapeutics, Inc.
2200 Bridge Pkwy Suite #102
Redwood City, CA 94065
Attention: Stock Administration
1. Exercise of Option. Effective as
of today, , ,
the undersigned (“Purchaser”) hereby elects to purchase
shares (the “Shares”) of the Common Stock of Jasper Therapeutics, Inc. (the “Company”) under and pursuant to the
2022 Inducement Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated
(the “Agreement”). The purchase price for the Shares will be $ ,
as required by the Agreement.
2. Delivery of Payment. Purchaser
herewith delivers to the Company the full purchase price of the Shares and any required tax withholding to be paid in connection with
the exercise of the Option.
3. Representations of Purchaser. Purchaser
acknowledges that Purchaser has received, read and understood the Plan and the Agreement and agrees to abide by and be bound by their
terms and conditions.
4. Rights as Stockholder. Until the
issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of
the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to
the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Purchaser as soon as practicable
after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the
date of issuance, except as provided in Section 13 of the Plan.
5. Tax Consultation. Purchaser understands
that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition
of the Shares and that Purchaser is not relying on the Company for any tax advice.
6. Entire Agreement; Governing Law. The
Plan and Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except
by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the
choice of law rules, of Delaware.
[Signature Page Follows]
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[Signature Page (Option Exercise Notice –
2022 Inducement Equity Incentive Plan)]
7
Exhibit 10.7
JASPER THERAPEUTICS, INC.
2022 INDUCEMENT EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Unless otherwise defined herein, the terms defined
in the Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in
this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the
“Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
NOTICE OF RESTRICTED STOCK UNIT GRANT
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an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:
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Vesting Schedule:
Subject to any acceleration provisions contained
in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:
[25% of the Restricted Stock Units will vest on the 1-year
anniversary of the Vesting Commencement Date, and 1/16th of the Restricted Stock Units will vest every three months, subject to Participant
continuing to be a Service Provider through each such date.]
In the event Participant ceases to be a Service Provider for any or
no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire
any Shares hereunder will immediately terminate.
[Signature Page Follows]
By Participant’s signature and the signature
of the representative of Jasper Therapeutics, Inc. (the “Company”) below, Participant and the Company agree that this Award
of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement. The Company
and Participant understand and agree that this Award of Restricted Stock Units was granted in compliance with Nasdaq Listing Rule 5635(c)(4)
as a material inducement for Participant to enter into employment with the Company. Participant has reviewed the Plan and this Award Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands
all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to
notify the Company upon any change in the residence address indicated below.
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[Signature Page (Restricted
Stock Unit Agreement – 2022 Inducement Equity Plan)]
EXHIBIT A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT
GRANT
1. Grant. The Company hereby grants
to the individual named in the Notice of Grant (the “Participant”) under the Plan an Award of Restricted Stock Units, subject
to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section
18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award
Agreement, the terms and conditions of the Plan will prevail.
2. Company’s Obligation to Pay. Each
Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will
have vested in the manner set forth in Sections 3 or 4, the Participant will have no right to payment of any such Restricted Stock
Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance
with Sections 3 or 4 will be paid to the Participant (or in the event of the Participant’s death, to his or her estate) in whole
Shares, subject to the Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the
provisions of Section 4, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in
each such case within the period sixty (60) days following the vesting date. In no event will the Participant be permitted, directly
or indirectly, to specify the taxable year of the payment of any Restricted Stock Units payable under this Award Agreement.
3. Vesting Schedule. Except as provided
in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting
provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of
a certain condition will not vest in the Participant in accordance with any of the provisions of this Award Agreement, unless the Participant
will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.
4. Administrator Discretion. The Administrator,
in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock
Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having
vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 4 shall in all cases
be paid at a time or in a manner that is exempt from, or complies with, Section 409A.
Notwithstanding anything in the Plan or this Award
Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated
in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service”
within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is a “specified
employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated
Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Participant on or within the
six (6) month period following the Participant’s termination as a Service Provider, then the payment of such accelerated Restricted
Stock Units will not be made until the date six (6) months and one (1) day following the date of the Participant’s termination as
a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Restricted
Stock Units will be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent
of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A
so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional
tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under
this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For
purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations and Internal
Revenue Service guidance thereunder, as each may be amended from time to time.
5. Forfeiture upon Termination of Status as
a Service Provider. Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units
that have not vested as of the time of the Participant’s termination as a Service Provider for any or no reason and the Participant’s
right to acquire any Shares hereunder will immediately terminate.
6. Death of Participant. Any distribution
or delivery to be made to the Participant under this Award Agreement will, if the Participant is then deceased, be made to the Participant’s
designated beneficiary, or if no beneficiary survives the Participant, the administrator or executor of the Participant’s estate. Any
such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory
to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
7. Withholding of Taxes. Notwithstanding
any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until
satisfactory arrangements (as determined by the Administrator) will have been made by the Participant with respect to the payment of income,
employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior
to vesting and/or settlement of the Restricted Stock Units, the Participant will pay or make adequate arrangements satisfactory to the
Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the
Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer to withhold all applicable
tax withholding obligations legally payable by the Participant from his or her wages or other cash compensation paid to the Participant
by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable
local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or
require the Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash,
(b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required
to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required
to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as
the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To
the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax
withholding obligations by reducing the number of Shares otherwise deliverable to the Participant and, until determined otherwise by the
Company, this will be the method by which such tax withholding obligations are satisfied. If the Participant fails to make satisfactory
arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise
are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due,
the Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock
Units will be returned to the Company at no cost to the Company.
8. Rights as Stockholder. Neither
the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of
the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued,
recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant. After such issuance,
recordation and delivery, the Participant will have all the rights of a stockholder of the Company with respect to voting such Shares
and receipt of dividends and distributions on such Shares.
9. No Guarantee of Continued Service. THE
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY
BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) AND
NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. THE PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD,
OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING THE PARTICIPANT) TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.
10. Address for Notices. Any notice
to be given to the Company under the terms of this Award Agreement will be addressed to the Company at Jasper Therapeutics, Inc., 2200
Bridge Pkwy Suite #102, Redwood City, CA 94065, or at such other address as the Company may hereafter designate in writing.
11. Grant is Not Transferable. Except
to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment
or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and
privileges conferred hereby immediately will become null and void.
12. Binding Agreement. Subject to
the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
13. Additional Conditions to Issuance of Stock. If
at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares
upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval
of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his
or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent
or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company
determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will
defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such
violation. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities
exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.
14. Plan Governs. This Award Agreement
is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Award Agreement
and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award
Agreement will have the meaning set forth in the Plan.
15. Administrator Authority. The Administrator
will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination
of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon the Participant, the Company and all other interested persons. No member
of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the
Plan or this Award Agreement.
16. Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted
Stock Units that may be awarded under the Plan by electronic means or request the Participant’s consent to participate in the Plan
by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in
the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.
17. Captions. Captions provided herein
are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
18. Agreement Severable. In the event
that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity
or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.
19. Modifications to the Award Agreement. This
Award Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that
he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained
herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized
officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right
to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Participant,
to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection
to this Award of Restricted Stock Units.
20. Amendment, Suspension or Termination of
the Plan. By accepting this Award, the Participant expressly warrants that he or she has received an Award of Restricted Stock
Units under the Plan, and has received, read and understood a description of the Plan. The Participant understands that the Plan
is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
21. Governing Law. The laws of the
State of Delaware shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights
and duties of the parties hereto.
5
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Jasper Therapeutics, Inc. of our
report dated March 18, 2022 relating to the financial statements, which appears in Jasper Therapeutics, Inc.’s Annual Report on Form
10-K for the year ended December 31, 2021.
/s/
PricewaterhouseCoopers LLP
San Jose, California
March 18, 2022
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Jasper
Therapeutics, Inc.
(Exact
name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security
Type | |
Security
Class Title | |
Fee
Calculation Rule | |
Amount
Registered(1) | | |
Proposed
Maximum Offering Price Per Unit | | |
Maximum
Aggregate Offering Price | | |
Fee
Rate | | |
Amount
of Registration Fee | |
| Equity | |
Voting
common stock, par value $0.0001 per share | |
| 457(h) | |
| 8,578,230 | (2) | |
$ | 3.0207 | (3) | |
$ | 25,912,259.36 | | |
| 0.0000927 | | |
$ | 2,402.07 | |
| Equity | |
Voting
common stock, par value $0.0001 per share | |
| 457(h) | |
| 928,551 | (4) | |
$ | 2.5676 | (5) | |
$ | 2,384,142.90 | | |
| 0.0000927 | | |
$ | 221.01 | |
| Equity | |
Voting
common stock, par value $0.0001 per share | |
| 457(h) | |
| 3,000,000 | (6) | |
$ | 3.0207 | (3) | |
$ | 9,062,100.00 | | |
| 0.0000927 | | |
$ | 840.06 | |
| Total
Offering Amounts | |
| |
| | |
| | | |
| | | |
$ | 37,358,502.26 | | |
| — | | |
$ | 3,463.14 | |
| Total
Fee Offsets | |
| |
| | |
| | | |
| | | |
| — | | |
| — | | |
| — | |
| Net
Fee Due | |
| |
| | |
| | | |
| | | |
| — | | |
| — | | |
$ | 3,463.14 | |
| (1) |
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also
cover any additional shares of the Registrant’s voting common stock, $0.0001 par value per share (the “Common Stock”),
that become issuable under the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), the Jasper Therapeutics,
Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) and the Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive
Plan (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock. |
| (2) |
Represents:
(a) 5,942,931 shares of Common Stock reserved for awards available for future issuance under the 2021 Plan, and (b) up to 2,635,299
shares of Common Stock which are currently issuable pursuant to outstanding option awards granted under the Jasper Therapeutics,
Inc. 2019 Equity Incentive Plan (the “2019 Plan”), which amount also represents the maximum number of shares of Common
Stock that may become available for issuance under the 2021 Plan as a result of shares of Common Stock subject to such outstanding
option awards under the 2019 Plan (i) not being issued because such stock award or any portion thereof expires or otherwise terminates
without all of the shares covered by such stock award having been issued; (ii) being withheld or reacquired to satisfy the exercise,
strike or purchase price; or (iii) being withheld or reacquired to satisfy a tax withholding obligation. The 2021 Plan also provides
that the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period
of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to the lesser of:
(A) 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding year, or (B) 2,750,000 shares of
Common Stock (subject to adjustment by reason of any stock dividend, stock split, recapitalization or other similar transaction);
provided, however, that the Registrant’s board of directors may act prior to January 1st of a given year to provide that the
increase for such year will be a lesser number of shares of Common Stock. |
| (3) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities
Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated based on $3.0207
per share, the average of the high and low price of the Common Stock on March 15, 2022, as reported on the Nasdaq Capital
Market. |
| (4) |
Represents
shares of Common Stock reserved for issuance under the ESPP. The ESPP provides that the number of shares reserved for issuance under
the ESPP will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing
through January 1, 2031, by the lesser of (a) 1.0% of the total number of shares of Common Stock outstanding on December 31 of the
immediately preceding year; and (b) 550,000 shares of Common Stock (subject to adjustment by reason of any stock dividend, stock
split, recapitalization or other similar transaction), provided, however, that the Registrant’s board of directors may act
prior to January 1st of a given year to provide that there will be no increase for such calendar year or that the increase for such
calendar year will be a lesser number of shares of Common Stock than the amounts set forth in clauses (a) or (b) above. |
| (5) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities
Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated based on 85%
of $3.0207 per share, the average of the high and low price of the Common Stock on March 15, 2022, as reported on the Nasdaq
Capital Market. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85%
of the lower of fair market value of the Common Stock on (a) the first day of the offering period, and (b) the purchase date. |
| (6) |
Represents
shares of Common Stock reserved for issuance under the Inducement Plan. |