Jasper Therapeutics, Inc.

Previous wording

Our lead product candidate, briquilimab, is a monoclonal antibody designed to block stem cell factor (“SCF”) from binding to and signaling through the CD117 (“c-Kit”) receptor on mast and stem cells. The SCF/c-Kit pathway is a survival signal for mast cells and we believe that blocking this pathway may lead to depletion of these cells throughout the body, including in the lungs and in the skin, which could lead to significant clinical benefit for patients with mast-cell driven diseases such as chronic urticarias. To that end, we are focusing on advancing a portfolio of clinical programs in mast cell driven diseases. Development highlights include:

Current wording

Our lead product candidate, briquilimab, is a monoclonal antibody designed to block stem cell factor (“SCF”) from binding to and signaling through the CD117 (“c-Kit”) receptor on mast and stem cells. The SCF/c-Kit pathway is a survival signal for mast cells and we believe that blocking this pathway may lead to depletion of these cells throughout the body, including in the lungs and in the skin, which could lead to significant clinical benefit for patients with mast-cell driven diseases such as chronic urticarias. To that end, we are focusing on advancing a portfolio of clinical programs in mast cell driven diseases, highlights of which are as follows:

Previous wording

We have also evaluated briquilimab as a one-time conditioning therapy for severe combined immunodeficiency (“SCID”) patients undergoing a second stem cell transplant for which we conducted a Phase 1/2 clinical trial.

Current wording

Historically, we have also evaluated briquilimab as a one-time conditioning therapy for severe combined immunodeficiency (“SCID”) patients undergoing a second stem cell transplant for which we conducted a Phase 1/2 clinical trial as well as via Investigator Sponsored Trials (“ISTs”) in several other stem cell transplant indications. As of July 2025, the SCID program and any remaining ISTs are being immediately discontinued to focus resources exclusively on our mast cell disease development programs.

Previous wording

We have incurred significant losses and negative cash flows from operations since our inception. During the three months ended March 31, 2025 and 2024, we incurred net losses of $21.2 million and $13.7 million, respectively. We generated negative operating cash flows of $22.8 million and $15.7 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $262.1 million.

Current wording

We have incurred significant losses and negative cash flows from operations since our inception. During the three and six months ended June 30, 2025 we incurred net losses of $26.7 million and $48.0 million, respectively. During the three and six months ended June 30, 2024 we incurred net losses of $14.6 million and $28.3 million, respectively. We generated negative operating cash flows of $38.3 million and $27.4 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $288.8 million.

Previous wording

We had cash and cash equivalents of $48.8 million as of March 31, 2025. We expect to continue to incur substantial losses for the foreseeable future, and our transition to profitability will depend upon successful development, approval and commercialization of our product candidates and upon achievement of sufficient revenues to support our cost structure. We do not expect to generate any revenue from commercial product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our product candidates. We may never achieve profitability, and unless we do and until then, we will need to continue to raise additional capital.

Current wording

We had cash and cash equivalents of $39.5 million as of June 30, 2025. We expect to continue to incur substantial losses for the foreseeable future, and our transition to profitability will depend upon successful development, approval and commercialization of our product candidates and upon achievement of sufficient revenues to support our cost structure. We do not expect to generate any revenue from commercial product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our product candidates. We may never achieve profitability, and unless we do and until then, we will need to continue to raise additional capital.

Previous wording

Facilities and overhead costs include common facilities, human resources and information technology related expenses allocated to research and development and increased primarily due to and expansion of leased facilities.

Current wording

General and overhead costs include common facilities, human resources and information technology related expenses allocated to research and development and increased by $0.2 million, from $1.3 million for the three months ended June 30, 2024 to $1.5 million for the three months ended June 30, 2025, primarily due to and expansion of leased facilities.

Previous wording

Program costs increased by $3.7 million, from $6.1 million for the three months ended March 31, 2024 to $9.8 million for the three months ended March 31, 2025. Clinical program expenses increased primarily due to an increase in costs by $1.4 million for the Asthma program that was initiated at the end of 2024 and an increase in costs for the CSU program from $2.1 million for the three months ended March 31, 2024 to $3.0 million for the three months ended March 31, 2025. CMO product development and manufacturing expenses unallocated by programs increased by $1.0 million from $1.1 million for the three months ended March 31, 2024 to $2.1 million for the three months ended March 31, 2025 due to an increase in manufacturing, packaging, and labeling costs to support clinical programs.

Current wording

Program costs increased by $9.6 million, from $6.2 million for the three months ended June 30, 2024 to $15.8 million for the three months ended June 30, 2025. Clinical program expenses primarily consisted of expenses incurred under agreements with CROs, consultants, other professional services, in vivo study costs and lab supplies. Clinical program expenses increased primarily due to an increase in CRO expenses of $4.1 million from $1.7 million for the three months ended June 30, 2024 to $5.8 million for the three months ended June 30, 2025. At the program level, the increase in clinical program expenses was primarily driven by an increase in costs for the CSU program of $2.2 million from $1.9 million for the three months ended June 30, 2024 to $4.1 million for the three months ended June 30, 2025, an increase in costs of $1.8 million for the asthma program that was initiated at the end of 2024 and an increase in costs for the Briquilimab platform of $0.6 million from $1.3 million for the three months ended June 30, 2024 to $1.9 million for the three months ended June 30, 2025. CMO product development and manufacturing expenses unallocated by programs increased by $5.1 million from $1.4 million for the three months ended June 30, 2024 to $6.5 million for the three months ended June 30, 2025 due to an increase in manufacturing, packaging, and labeling costs to support clinical programs.

Previous wording

General and administrative expenses increased by $0.8 million, from $4.8 million for the three months ended March 31, 2024 to $5.6 million for the three months ended March 31, 2025. Employee payroll and related expenses increased by $0.7 million, from $2.6 million for the three months ended March 31, 2024 to $3.3 million for the three months ended March 31, 2025, as a result of continued hiring of administrative employees. Stock-based compensation expenses, included in employee payroll and related expenses, were $1.2 million and $0.8 million for the three months ended March 31, 2025 and 2024, respectively. Expenses related to professional consulting services increased by $0.2 million, from $1.8 million for the three months ended March 31, 2024 to $2.0 million for the three months ended March 31, 2025. Rent expenses increased by $0.1 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Other expenses decreased by $0.2 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily related to a decrease in allocation of overhead costs of $0.5 million, partially offset by an increase in office licenses and subscriptions expenses of $0.1 million, utilities expenses of $0.1 million and other general administrative expenses of $0.1 million.

Current wording

General and administrative expenses increased by $1.2 million, from $4.7 million for the three months ended June 30, 2024 to $5.9 million for the three months ended June 30, 2025. Employee payroll and related expenses increased by $0.4 million, from $2.7 million for the three months ended June 30, 2024 to $3.1 million for the three months ended June 30, 2025, as a result of continued hiring of administrative employees. Stock-based compensation expenses, included in employee payroll and related expenses, were $1.0 million and $0.9 million for the three months ended June 30, 2025 and 2024, respectively. Expenses related to legal and other professional services increased by $0.9 million, from $1.6 million for the three months ended June 30, 2024 to $2.5 million for the three months ended June 30, 2025. Rent expenses increased by $0.1 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Other expenses decreased by $0.3 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily related to a decrease in allocation of overhead costs of $0.3 million.

Previous wording

Total other income, net decreased by $0.8 million, from $1.3 million net income for the three months ended March 31, 2024 to $0.6 million net income for the three months ended March 31, 2025. Interest income decreased by $0.8 million, from $1.4 million for the three months ended March 31, 2024 to $0.6 million for the three months ended March 31, 2025, primarily due to lower cash balances invested in money market funds. Changes in the earnout liability and foreign currency transactions gains and losses were insignificant.

Current wording

Total other income, net decreased by $1.0 million, from $1.4 million for the three months ended June 30, 2024 to $0.4 million for the three months ended June 30, 2025. Interest income decreased by $1.1 million, from $1.5 million for the three months ended June 30, 2024 to $0.4 million for the three months ended June 30, 2025, primarily due to lower cash balances invested in money market funds. Changes in the earnout liability and foreign currency transactions gains and losses were insignificant.

Previous wording

Personnel-related costs, including employee payroll and related expenses, increased by $1.7 million, from $3.1 million for the three months ended March 31, 2024 to $4.8 million for the three months ended March 31, 2025, as a result of hiring additional employees in our research and development organization. Stock-based compensation expenses, included in personnel-related costs, increased by $0.2 million, from $0.4 million for the three months ended March 31, 2024 to $0.6 million for the three months ended March 31, 2025.

Current wording

Personnel-related costs, including employee payroll and related expenses, increased by $1.8 million, from $6.9 million for the six months ended June, 2024 to $8.7 million for the six months ended June 30, 2025, as a result of hiring additional employees in our research and development organization. Stock-based compensation expenses, included in personnel-related costs, increased by $0.4 million, from $0.7 million for the six months ended June 30, 2024 to $1.1 million for the six months ended June 30, 2025.

Previous wording

As of March 31, 2025, we had $48.8 million of cash and cash equivalents.

Current wording

As of June 30, 2025, we had $39.5 million of cash and cash equivalents.

Previous wording

In order to assist in funding our future operations, including our planned clinical trials, on March 19, 2025, we filed a new universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, which was declared effective on March 26, 2025 and superseded our prior universal shelf registration statement. As of March 31, 2025, we can sell from time to time up to $300.0 million of common stock, preferred stock, debt securities, warrants, rights, units and depositary shares comprised of any combination of these securities, for our own account in one or more offerings under the Shelf Registration Statement. The terms of any offering under the Shelf Registration Statement will be established at the time of such offering and will be described in a prospectus supplement to the Shelf Registration Statement filed with the SEC prior to the completion of any such offering.

Current wording

In order to assist in funding our future operations, including our planned clinical trials, on March 19, 2025, we filed a new universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, which was declared effective on March 26, 2025 and superseded our prior universal shelf registration statement. As of June 30, 2025, we can sell from time to time up to $294.1 million of common stock, preferred stock, debt securities, warrants, rights, units and depositary shares comprised of any combination of these securities, for our own account in one or more offerings under the Shelf Registration Statement. The terms of any offering under the Shelf Registration Statement will be established at the time of such offering and will be described in a prospectus supplement to the Shelf Registration Statement filed with the SEC prior to the completion of any such offering.

Previous wording

As of March 31, 2025, $100.0 million remains allocated and available under the ATM Prospectus and $200.0 million remains available and unallocated under the Shelf Registration Statement.

Current wording

As of June 30, 2025, $94.1 million remains allocated and available under the ATM Prospectus and $200.0 million remains available and unallocated under the Shelf Registration Statement.

Previous wording

We have incurred significant losses and negative cash flows from operations since our inception. As of March 31, 2025, we had an accumulated deficit of $262.1 million. Given our recurring losses from operations and negative cash flows, and based on our current operating plan, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year from the date of filing of this Quarterly Report. We expect to finance our future cash needs through equity or debt financings, collaborations or a combination of these approaches. The sale of equity or convertible debt securities may result in dilution to our stockholders, and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financings may subject us to covenant limitations or restrictions on our ability to take specific actions, such as incurring additional debt or making capital expenditures. Our ability to raise additional funds may be adversely impacted by negative global economic conditions and any disruptions to and volatility in the credit and financial markets in the United States and worldwide or other factors. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable or acceptable to us. If we are unable to obtain adequate financing when needed or on terms favorable or acceptable to us, we may be forced to delay, reduce the scope of or eliminate one or more of our research and development programs.

Current wording

We have incurred significant losses and negative cash flows from operations since our inception. As of June 30, 2025, we had an accumulated deficit of $288.8 million. Given our recurring losses from operations and negative cash flows, and based on our current operating plan, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year from the date of filing of this Quarterly Report. We expect to finance our future cash needs through equity or debt financings, collaborations or a combination of these approaches. The sale of equity or convertible debt securities may result in dilution to our stockholders, and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financings may subject us to covenant limitations or restrictions on our ability to take specific actions, such as incurring additional debt or making capital expenditures. Our ability to raise additional funds may be adversely impacted by negative global economic conditions and any disruptions to and volatility in the credit and financial markets in the United States and worldwide or other factors. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable or acceptable to us. If we are unable to obtain adequate financing when needed or on terms favorable or acceptable to us, we may be forced to delay, reduce the scope of or eliminate one or more of our research and development programs.

Previous wording

As of March 31, 2025, we leased approximately 25,900 square feet of space for our headquarters in Redwood City, California. The lease expires in August 2026. We have an option to extend the term for an additional five years to August 2031. In addition to base rent, we pay our share of operating expenses and taxes. As of March 31, 2025, our rent commitments under the lease agreement were $1.9 million within the next 12 months from March 31, 2025, and $0.8 million for the remainder of the lease term.

Current wording

As of June 30, 2025, we leased approximately 25,900 square feet of space for our headquarters in Redwood City, California. The lease expires in August 2026. We have an option to extend the term for an additional five years to August 2031. In addition to base rent, we pay our share of operating expenses and taxes. As of June 30, 2025, our rent commitments under the lease agreement were $2.0 million within the next 12 months from June 30, 2025, and $0.2 million for the remainder of the lease term.

Previous wording

Net cash used in operating activities was $22.8 million and $15.7 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Net cash used in operating activities was $38.3 million and $27.4 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Cash used in operating activities in the three months ended March 31, 2024 was primarily due to our net loss for the period of $13.7 million, adjusted by non-cash net loss of $1.6 million and a net change of $3.6 million in our net operating assets and liabilities. The non-cash amounts consisted of $1.2 million related to stock-based compensation expense, $0.3 million related to depreciation and amortization expense, and $0.1 million non-cash lease expense. The changes in our net operating assets and liabilities were primarily due to a decrease of $1.8 million in accounts payable, a decrease of $1.7 million in accrued expenses and other current liabilities, a decrease of $0.2 million in operating lease liability and an increase of $0.1 million in other non-current assets, offset by an increase of $0.2 million in prepaid expenses and other current assets.

Current wording

Cash used in operating activities in the six months ended June 30, 2025 was primarily due to our net loss for the period of $48.0 million partially offset by non-cash items totaling $4.7 million and a net change of $5.0 million in our net operating assets and liabilities. The non-cash items consisted of $3.6 million related to stock-based compensation expense, $0.5 million related to depreciation and amortization expense and $0.5 million of non-cash lease expense. The changes in our net operating assets and liabilities were primarily due to an increase of $4.0 million in accounts payable, a decrease of $0.7 million in prepaid expenses and other current assets, a decrease of $0.6 million in other non-current assets and an increase of $0.4 million in accrued expenses and other current liabilities, partially offset by a decrease of $0.8 million in operating lease liability.

Previous wording

Cash used in operating activities in the three months ended March 31, 2025 was primarily due to our net loss for the period of $21.2 million, adjusted by non-cash net loss of $2.3 million and a net change of $3.9 million in our net operating assets and liabilities. The non-cash amounts consisted of $1.8 million related to stock-based compensation expense, $0.3 million related to depreciation and amortization expense and $0.2 million of non-cash lease expense. The changes in our net operating assets and liabilities were primarily due to a decrease of $2.6 million in accrued expenses and other current liabilities, a decrease of $1.0 million in accounts payable, a decrease of $0.3 million in operating lease liability, and an increase of $0.2 million in prepaid expenses and other current assets, offset by a decrease of $0.3 million in other non-current assets.

Current wording

Cash used in operating activities in the six months ended June 30, 2024 was primarily due to our net loss for the period of $28.3 million, adjusted by non-cash net loss of $3.5 million and a net change of $2.6 million in our net operating assets and liabilities. The non-cash amounts consisted of $2.7 million related to stock-based compensation expense, $0.6 million related to depreciation and amortization expense, and $0.2 million non-cash lease expense. The changes in our net operating assets and liabilities were primarily due to a decrease of $1.3 million in accounts payable, a decrease of $1.2 million in accrued expenses and other current liabilities, a decrease of $0.5 million in operating lease liability, offset by a decrease of $0.2 million in prepaid expenses and other current assets and a decrease of $0.2 million in other non-current assets.

Previous wording

Cash used in investing activities was less than $0.1 million for the three months ended March 31, 2025, consisting of sales of property and equipment.

Current wording

Cash provided by investing activities was less than $0.1 million for the six months ended June 30, 2025, which primarily consisted of proceeds from sales of property and equipment.

Previous wording

Cash used in investing activities was less than $0.1 million for the three months ended March 31, 2024, which consisted of purchases of the computer and lab equipment.

Current wording

Cash used in investing activities was $0.2 million for the six months ended June 30, 2024, which primarily consisted of leasehold improvements, purchases of the computer and lab equipment.

Previous wording

Cash provided by financing activities for the three months ended March 31, 2024 was $47.3 million, which consisted primarily of net proceeds from the issuance and sale of shares of common stock in an underwritten public offering of $47.2 million and cash received from the exercise of stock options of $0.2 million.

Current wording

Cash provided by financing activities for the six months ended June 30, 2024 was $47.5 million, which consisted primarily of net proceeds from the issuance and sale of shares of common stock in an underwritten public offering of $47.2 million and cash received from the exercise of stock options of $0.3 million.