Jasper Therapeutics, Inc. has a significant shareholder group led by Velan Capital Investment Management LP and related entities reporting beneficial ownership of its voting common stock. As of August 17, 2026, Velan Capital and affiliated funds collectively may be deemed to beneficially own 3,363,347 shares, equal to approximately 9.9% of the outstanding shares, including shares underlying certain warrants and options subject to a 9.99% beneficial ownership blocker. The group previously reported on Schedule 13D, but as of this date indicates it no longer holds the securities with a purpose or effect of changing or influencing control of Jasper Therapeutics and is instead reporting on a passive ownership basis consistent with Schedule 13G.
Positive
None.
Negative
None.
Key Figures
Shares outstanding:33,274,561 sharesVelan Capital aggregate beneficial ownership:3,363,347 sharesVelan Capital ownership percentage:9.9%+5 more
8 metrics
Shares outstanding33,274,561 sharesVoting common shares outstanding as of August 10, 2026
Velan Capital aggregate beneficial ownership3,363,347 sharesShares beneficially owned in aggregate by Velan Master, Velan Horizon and Avego Fund
Velan Capital ownership percentage9.9%Approximate percentage of Jasper’s outstanding shares deemed owned by Velan Capital and related entities
Velan Master Fund holdings3,037,776 sharesShares directly beneficially owned by Velan Capital Master Fund LP, including warrant shares
Velan Master warrant component673,000 sharesShares underlying certain warrants held by Velan Capital Master Fund LP
Velan Horizon holdings82,008 sharesShares directly beneficially owned by Velan Horizon Fund LP, including warrant shares
Avego Fund holdings243,563 sharesShares directly beneficially owned by Avego Healthcare Capital, L.P.
Ownership without 9.99% blocker11.3%Approximate collective ownership if all warrants were exercisable without the beneficial ownership blocker
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
beneficial ownership blockerfinancial
"warrants owned by Velan Master and Velan Horizon were not subject to a 9.99% beneficial ownership blocker"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Schedule 13Dregulatory
"Reporting Persons filed a Schedule 13D on February 27, 2023"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Schedule 13Gregulatory
"Accordingly, the Reporting Persons are filing this statement on pursuant to"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
voting common stockfinancial
"Title of class of securities: Voting Common Stock, par value $0.0001 per share"
FAQ
What percentage of Jasper Therapeutics (JSPR) does the Velan/Avego group currently beneficially own?
The Velan/Avego group may be deemed to beneficially own approximately 9.9% of Jasper Therapeutics’ outstanding voting common stock. This corresponds to 3,363,347 shares, including shares underlying certain warrants and options that are counted subject to a 9.99% beneficial ownership blocker.
How many Jasper Therapeutics (JSPR) shares does Velan Capital Master Fund LP hold?
Velan Capital Master Fund LP directly beneficially owns 3,037,776 shares of Jasper Therapeutics. This amount includes 673,000 shares underlying certain warrants and represents approximately 8.9% of Jasper’s outstanding voting common stock based on the reported share count.
What is the total share count used to calculate ownership percentages for JSPR in this Schedule 13G?
Ownership percentages are calculated using 33,274,561 shares of Jasper Therapeutics’ voting common stock outstanding as of August 10, 2026. This figure comes from Jasper’s Quarterly Report and is adjusted to include warrant and option shares subject to a 9.99% blocker.
What is the effect of the 9.99% beneficial ownership blocker on JSPR holdings?
The 9.99% beneficial ownership blocker limits how many warrant and option shares can be counted as beneficially owned. Without this blocker, the reporting group states it would collectively beneficially own 3,918,775 shares, or approximately 11.3% of Jasper Therapeutics’ outstanding voting common stock.
Did Velan Capital change its reporting status regarding Jasper Therapeutics (JSPR)?
Yes. The reporting investors previously filed on Schedule 13D but now report on Schedule 13G. As of August 17, 2026, they state they no longer hold Jasper securities with a purpose or effect of changing or influencing control and are reporting as passive holders.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Jasper Therapeutics, Inc.
(Name of Issuer)
Voting Common Stock, par value $0.0001 per share
(Title of Class of Securities)
471871202
(CUSIP Number)
08/17/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Velan Capital Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,037,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,037,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,037,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Velan Capital Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,037,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,037,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,037,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Velan Horizon Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
82,008.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
82,008.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
82,008.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Velan Horizon GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
82,008.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
82,008.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
82,008.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Avego Healthcare Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
243,563.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
243,563.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
243,563.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Avego Healthcare Capital Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
243,563.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
243,563.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
243,563.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Avego Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
243,563.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
243,563.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
243,563.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Velan Capital Investment Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,363,347.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,363,347.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,363,347.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Velan Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,363,347.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,363,347.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,363,347.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Morgan Adam
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,363,347.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,363,347.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,363,347.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
VENKATARAMAN BALAJI
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,363,347.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,363,347.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,363,347.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
471871202
1
Names of Reporting Persons
Kapoor Vishal
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
35,013.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
35,013.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,013.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Jasper Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
2200 BRIDGE PKWY SUITE #102, REDWOOD CITY, CALIFORNIA , 94065.
Item 2.
(a)
Name of person filing:
(i) Velan Capital Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("Velan Master"), with respect to the shares of voting common stock, par value $0.0001 per share, of the Issuer (the "Shares") directly and beneficially owned by it;
(ii) Velan Capital Holdings LLC, a Delaware limited liability company ("Velan GP"), as the general partner of Velan Master;
(iii) Velan Horizon Fund LP, a Delaware limited partnership ("Velan Horizon"), with respect to the Shares directly and beneficially owned by it;
(iv) Velan Horizon GP LLC, a Delaware limited liability company ("Velan Horizon GP"), as the general partner of Velan Horizon;
(v) Avego Healthcare Capital, L.P., a Delaware limited partnership ("Avego Fund"), with respect to the Shares directly and beneficially owned by it;
(vi) Avego Healthcare Capital Holdings, LLC, a Delaware limited liability company ("Avego GP"), as the general partner of Avego Fund;
(vii) Avego Management, LLC, a Delaware limited liability company ("Avego Management"), as the co-investment manager of Avego Fund;
(viii) Velan Capital Investment Management LP, a Delaware limited partnership ("Velan Capital"), as the investment manager of Velan Master and Velan Horizon and co-investment manager of Avego Fund;
(ix) Velan Capital Management LLC, a Delaware limited liability company ("Velan IM GP"), as the general partner of Velan Capital;
(x) Adam Morgan, as the Chief Investment Officer of Velan Capital and a Managing Member of each of Velan GP, Velan Horizon GP and Velan IM GP;
(xi) Balaji Venkataraman, as the Managing Member of each of Avego GP and Avego Management and a Managing Member of each of Velan GP, Velan Horizon GP and Velan IM GP; and
(xii) Vishal Kapoor, with respect to the Shares directly and beneficially owned by him.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The address of the principal office of each of the other Reporting Persons is 100 North Main Street, Suite 301, Alpharetta, Georgia 30009
(c)
Citizenship:
Velan Master is organized under the laws of the Cayman Islands. Velan GP, Velan Horizon, Velan Horizon GP, Avego Fund, Avego GP, Avego Management, Velan Capital and Velan IM GP are organized under the laws of the State of Delaware. Messrs. Morgan, Venkataraman and Kapoor are citizens of the United States of America.
(d)
Title of class of securities:
Voting Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
471871202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the date hereof:
(i) Velan Master directly beneficially owns 3,037,776 Shares (including 673,000 Shares underlying certain warrants);
(ii) Velan GP, as the general partner of Velan Master, may be deemed to beneficially own the 3,037,776 Shares beneficially owned by Velan Master;
(iii) Velan Horizon directly beneficially owns 82,008 Shares (including 41,152 Shares underlying certain warrants);
(iv) Velan Horizon GP, as the general partner of Velan Horizon, may be deemed to beneficially own the 82,008 Shares beneficially owned by Velan Horizon;
(v) Avego Fund directly beneficially owns 243,563 Shares;
(vi) Avego GP, as the general partner of Avego Fund, may be deemed to beneficially own the 243,563 Shares beneficially owned by Avego Fund;
(vii) Avego Management, as the co-investment manager of Avego Fund, may be deemed to beneficially own the 243,563 Shares beneficially owned by Avego Fund;
(viii) Velan Capital, as the investment manager of each of Velan Master and Velan Horizon and co-investment manager of Avego Fund, may be deemed to beneficially own the 3,363,347 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Avego Fund;
(ix) Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 3,363,347 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Avego Fund;
(x) Mr. Morgan, as the Chief Investment Officer of Velan Capital and a Managing Member of each of Velan GP, Velan Horizon GP and Velan IM GP, may be deemed to beneficially own the 3,363,347 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Avego Fund;
(xi) Mr. Venkataraman, as the Managing Member of each of Avego GP and Avego Management and a Managing Member of each of Velan GP, Velan Horizon GP and Velan IM GP, may be deemed to beneficially own the 3,363,347 Shares beneficially owned in the aggregate by Velan Master, Velan Horizon and Avego Fund; and
(xii) Mr. Kapoor directly beneficially owns 35,013 Shares, including 30,638 Shares underlying certain options.
If the warrants owned by Velan Master and Velan Horizon were not subject to a 9.99% beneficial ownership blocker provision, the Reporting Persons would collectively beneficially own an aggregate of 3,918,775 Shares (including 1,234,567 Shares underlying the warrants and 30,638 Shares underlying certain options).
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.
(b)
Percent of class:
The following percentages are based on 33,274,561 Shares outstanding as of August 10, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026, plus the Shares underlying the warrants that may be exercisable by the Reporting Persons, as applicable and subject to a 9.99% beneficial ownership blocker provision, and solely with respect to Mr. Kapoor, the Shares issuable upon the exercise of stock options that were awarded to him by the Issuer.
As of the date hereof, (i) Velan Master beneficially owns approximately 8.9% of the outstanding Shares; (ii) Velan GP may be deemed to beneficially own approximately 8.9% of the outstanding Shares; (iii) Velan Horizon beneficially owns approximately 0.2% of the outstanding Shares; (iv) Velan Horizon GP may be deemed to beneficially own approximately 0.2% of the outstanding Shares; (v) Avego Fund beneficially owns approximately 0.7% of the outstanding Shares; (vi) Avego GP may be deemed to beneficially own approximately 0.7% of the outstanding Shares; (vii) Avego Management may be deemed to beneficially own approximately 0.7% of the outstanding Shares; (viii) Velan Capital may be deemed to beneficially own approximately 9.9% of the outstanding Shares; (ix) Velan IM GP may be deemed to beneficially own approximately 9.9% of the outstanding Shares; (x) Mr. Morgan may be deemed to beneficially own approximately 9.9% of the outstanding Shares; (xi) Mr. Venkataraman may be deemed to beneficially own approximately 9.9% of the outstanding Shares; and (xii) Mr. Kapoor beneficially owns approximately 0.1% of the outstanding Shares. If the warrants owned by Velan Master and Velan Horizon were not subject to a 9.99% beneficial ownership blocker provision, the Reporting Persons would collectively beneficially own an aggregate of approximately 11.3% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Velan Capital Master Fund LP
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member of Velan Capital Holdings LLC, its General Partner
Date:
08/17/2026
Velan Capital Holdings LLC
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member
Date:
08/17/2026
Velan Horizon Fund LP
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member of Velan Horizon GP LLC, its General Partner
Date:
08/17/2026
Velan Horizon GP LLC
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member
Date:
08/17/2026
Avego Healthcare Capital, L.P.
Signature:
/s/ Balaji Venkataraman
Name/Title:
Balaji Venkataraman, Managing Member of Avego Healthcare Capital Holdings, LLC, its General Partner
Date:
08/17/2026
Avego Healthcare Capital Holdings, LLC
Signature:
/s/ Balaji Venkataraman
Name/Title:
Balaji Venkataraman, Managing Member
Date:
08/17/2026
Avego Management LLC
Signature:
/s/ Balaji Venkataraman
Name/Title:
Balaji Venkataraman, Managing Member
Date:
08/17/2026
Velan Capital Investment Management LP
Signature:
/s/ Adam Morgan
Name/Title:
Adam Morgan, Managing Member of Velan Capital Management LLC, its General Partner