SCHEDULE: Velan Capital Shifts Jasper Therapeutics Filing Status

Velan Capital and associated entities have transitioned their SEC filing for Jasper Therapeutics, Inc. from a Schedule 13D to a Schedule 13G, indicating a change in their investment intent.

Summary

• This filing is an amendment to a Schedule 13G, indicating that the reporting persons no longer hold securities with the purpose or effect of changing or influencing control of Jasper Therapeutics, Inc.
• The reporting persons previously filed a Schedule 13D on February 27, 2023, indicating a change in investment intent.
• As of August 17, 2026, the reporting persons collectively beneficially own 3,363,347 shares of Jasper Therapeutics, Inc. common stock.
• This represents approximately 9.9% of the outstanding shares, based on 33,274,561 shares outstanding as of August 10, 2026.
• The filing lists multiple entities and individuals as reporting persons, including Velan Capital Master Fund LP, Velan Capital Holdings LLC, Velan Horizon Fund LP, Velan Horizon GP LLC, Avego Healthcare Capital, L.P., Avego Healthcare Capital Holdings, LLC, Avego Management LLC, Velan Capital Investment Management LP, Velan Capital Management LLC, Adam Morgan, Balaji Venkataraman, and Vishal Kapoor.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports a change in filing status from Schedule 13D to Schedule 13G, indicating a shift away from an intent to influence control, rather than new financial or strategic information.

Positives

• The transition to a Schedule 13G suggests that the reporting persons' investment strategy has evolved away from active control or influence, which can be seen as a stabilizing factor for the company's governance.
• The reporting persons collectively hold a significant stake of 9.9%, indicating continued confidence in the company's long-term prospects, albeit without an intent to control.

Negatives

• The previous filing of a Schedule 13D indicates a period where the reporting persons' intentions were focused on influencing or changing control, which can create uncertainty for other shareholders.
• The aggregate beneficial ownership is subject to a 9.99% beneficial ownership blocker provision, which may limit the reporting persons' ability to increase their stake without triggering certain conditions.

Risks

• The change in filing status from 13D to 13G implies that the reporting persons' investment thesis may have shifted, potentially leading to future changes in their holdings.
• The reliance on warrants and options for a portion of the reported shares introduces a layer of complexity and potential dilution if exercised.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports a change in beneficial ownership filing status.

Management Comments

• The Reporting Persons (as defined below) initially filed a Schedule 13G with respect to the securities of the Issuer (as defined below) on October 4, 2021.
• Subsequently, on February 16, 2023, the Reporting Persons' investment intent changed with respect to the securities of the Issuer and the Reporting Persons filed a Schedule 13D on February 27, 2023 in accordance with Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
• As of August 17, 2026, the Reporting Persons no longer held securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.
• Accordingly, the Reporting Persons are filing this statement on Schedule 13G pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act.
• The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own.
• Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Industry Context

StockSavvy.ai notes that the shift from a Schedule 13D to a Schedule 13G is a common regulatory event for institutional investors. It signifies a de-escalation of active engagement or a change in strategy from seeking control to a more passive investment approach, which can be interpreted positively by the market as it reduces perceived activist risk.

Stakeholder Impact

• Shareholders: The change in filing status may be perceived positively, reducing concerns about activist intervention and potentially stabilizing the stock price.
• Management: The company's management may see this as a positive development, indicating less pressure from activist investors.
• Creditors: No direct impact is indicated, as the filing does not concern financial distress or significant changes in the company's operational capacity.

Next Steps

• The reporting persons will continue to monitor their investment in Jasper Therapeutics, Inc.
• Future filings will be made as required by SEC regulations.

Key Dates

Keywords

Schedule 13G, Beneficial Ownership, Jasper Therapeutics, Velan Capital, Avego Healthcare, Investment Intent, Common Stock, SEC Filing