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Velan group shifts to passive stake in Jasper (NASDAQ: JSPR)

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

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.
Shares outstanding 33,274,561 shares Voting common shares outstanding as of August 10, 2026
Velan Capital aggregate beneficial ownership 3,363,347 shares Shares beneficially owned in aggregate by Velan Master, Velan Horizon and Avego Fund
Velan Capital ownership percentage 9.9% Approximate percentage of Jasper’s outstanding shares deemed owned by Velan Capital and related entities
Velan Master Fund holdings 3,037,776 shares Shares directly beneficially owned by Velan Capital Master Fund LP, including warrant shares
Velan Master warrant component 673,000 shares Shares underlying certain warrants held by Velan Capital Master Fund LP
Velan Horizon holdings 82,008 shares Shares directly beneficially owned by Velan Horizon Fund LP, including warrant shares
Avego Fund holdings 243,563 shares Shares directly beneficially owned by Avego Healthcare Capital, L.P.
Ownership without 9.99% blocker 11.3% Approximate collective ownership if all warrants were exercisable without the beneficial ownership blocker
beneficially own financial
"Velan Master directly beneficially owns 3,037,776 Shares"
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 blocker financial
"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 13D regulatory
"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 13G regulatory
"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 stock financial
"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





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




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.


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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
Date:08/17/2026
Velan Capital Management LLC
Signature:/s/ Adam Morgan
Name/Title:Adam Morgan, Managing Member
Date:08/17/2026
Morgan Adam
Signature:/s/ Adam Morgan
Name/Title:Adam Morgan
Date:08/17/2026
VENKATARAMAN BALAJI
Signature:/s/ Balaji Venkataraman
Name/Title:Balaji Venkataraman
Date:08/17/2026
Kapoor Vishal
Signature:/s/ Vishal Kapoor
Name/Title:Vishal Kapoor
Date:08/17/2026
Exhibit Information

99.1 - Joint Filing Agreement