Transaction includes up to $100 million in
trust at Amplitude and a concurrent, fully committed $100 million
PIPE financing from premier institutional investors, led by new
investor Federated Hermes Kaufmann Funds, affiliates of Amplitude’s
sponsor Avego and Metalmark, other new biotechnology focused
investors, and with participation from the founding Series A
investors Abingworth LLP, Qiming Venture Partners USA, Surveyor
Capital (a Citadel company), Roche Venture Fund and Alexandria
Venture Investments, LLC
Anticipated cash resources will be used to
advance JSP191, Jasper’s first-in-class CD117 monoclonal antibody
conditioning agent, which is currently in Phase 1/1b trials in
patients with AML/MDS and Severe Combined Immunodeficiency with
upcoming studies in patients with Autoimmune Diseases, Sickle Cell
Disease and Fanconi Anemia undergoing hematopoietic cell
transplantation
Additionally supports development of
hematopoietic stem cell engineering platform, which has potential
to increase the cure rate across allogeneic and autologous gene
therapy hematopoietic cell transplants
Webcast to discuss the proposed transaction
scheduled for Friday, May 7th at 10:00 am ET
Jasper Therapeutics, Inc., a biotechnology company focused on
hematopoietic cell transplant therapies, and Amplitude Healthcare
Acquisition Corporation (Nasdaq: AMHCU), a special purpose
acquisition company (SPAC) sponsored by affiliates of Avego
Management, LLC and Metalmark Capital, today announced they have
entered into a definitive business combination agreement. Upon
closing of the transaction, anticipated to occur in the third
quarter 2021, the combined company will be renamed Jasper
Therapeutics, Inc., and its common stock is expected to be listed
on Nasdaq under the ticker symbol “JSPR.”
“We would like to thank our financial partners at Amplitude and
our prestigious group of investors,” said Bill Lis, executive
chairman and CEO, Jasper Therapeutics. “This transaction provides
significant capital to accelerate the development of our two
innovative programs, Jasper’s first-in-class clinical stage
anti-CD117 antibody transplant conditioning agent and in parallel
our groundbreaking research stage Engineered Hematopoietic Stem
Cell platform, both of which have the potential to transform the
field and expand hematopoietic stem cell therapy cures to a far
greater number of patients than is possible today.”
“At Jasper we are focused on a mission to cure several life
threatening diseases such as blood cancers, sickle cell disease,
severe combined immunodeficiency, and severe autoimmune diseases
that affect a large number of patients who have historically been
underserved by industry research and development, including
infants, women, minorities and the elderly.”
In addition to the funds held in Amplitude’s trust account
(approximately $100 million less any redemptions), the transaction
also includes commitments for a $100 million private investment in
public equity (PIPE) priced at $10.00 per share. Investors in the
PIPE include lead investor Federated Hermes Kaufmann Funds and
affiliates of the SPAC sponsor including Avego, Velan Capital and
Metalmark, as well as Amgen, Christian Angermayer’s Apeiron
Investment Group, Kingdon Capital Management, and Woodline Partners
LP, in addition to existing Jasper investors Abingworth LLP, Qiming
Venture Partners USA, Surveyor Capital (a Citadel company), Roche
Venture Fund and Alexandria Venture Investments, LLC. Jasper
Therapeutics is expected to have cash resources of approximately
$180 million at the closing of the transaction (less any
redemptions from the Amplitude trust account).
The boards of directors of both Jasper Therapeutics and
Amplitude have unanimously approved the proposed transaction.
Completion of the transaction, which is expected in the third
quarter of 2021, is subject to approval of Amplitude’s stockholders
and the satisfaction or waiver of certain other customary closing
conditions.
“Jasper Therapeutics has a strong management team with deep
scientific expertise in the field and a track record developing and
commercializing novel drugs, along with a pipeline that could make
it a formidable leader in hematopoietic stem cell transplantation
for a broad range of indications,” said Vishal Kapoor, President of
Amplitude. “When Jasper Therapeutics emerges as a public company,
it will be positioned as a well-funded leader in hematopoietic stem
cell conditioning and engineering, an area that has seen far too
little innovation.”
Jasper Therapeutics expects to use the cash resources of the
combined company following the merger and PIPE to support the
clinical development of JSP191, a first-in-class humanized
monoclonal antibody in clinical development as a conditioning agent
that clears hematopoietic stem cells from bone marrow, creating an
empty space for donor or gene-corrected transplanted stem cells to
engraft. To date, JSP191 has been evaluated in more than 90 healthy
volunteers and patients. It is currently enrolling in two clinical
trials for acute myeloid leukemia (AML)/ myelodysplastic syndromes
(MDS) and severe combined immunodeficiency (SCID) and is scheduled
to begin enrollment in 3 additional studies in 2021 for severe
autoimmune disease, sickle cell disease and Fanconi anemia patients
undergoing hematopoietic cell transplantation.
Jasper Therapeutics also expects to use the cash resources of
the combined company to continue to advance its preclinical
Engineered Hematopoietic Stem Cell (eHSCs) platform, which is
designed to overcome key limitations of allogeneic and autologous
gene-edited stem cell grafts. By using mRNA or DNA editing, Jasper
Therapeutics can give the donor or gene-edited stem cells a
proliferative and survival advantage over the patient’s existing
stem cells. Preclinical data have demonstrated that Jasper’s eHSCs
grow faster and outcompete normal hematopoietic stem cells and that
they can be engineered to become resistant to inhibition by JSP191,
suggesting that they could be combinable as a conditioning and
therapeutic pair.
Transaction Overview
Assuming a share price of $10.00 per share and no redemptions of
Amplitude shares, Jasper Therapeutics is expected to have an
initial market capitalization of approximately $490 million
dollars. Upon the closing of the business combination, and assuming
no redemptions of shares of Amplitude by its public stockholders,
Jasper Therapeutics is expected to have cash resources of
approximately $180 million at the closing of the transaction (less
any redemptions). The proceeds will be funded through a combination
of approximately $100 million cash in trust by Amplitude (less any
redemptions from its trust account) and a $100 million concurrent
PIPE of common stock issued at $10.00 per share, anchored by
leading institutional investors. As part of the transaction, Jasper
Therapeutics’ existing equity holders will roll 100% of their
equity into the combined company.
The boards of directors of both Jasper Therapeutics and
Amplitude have unanimously approved the proposed transaction, which
is expected to be completed in the third quarter of 2021. The
transaction is subject to, among other things, the approval of the
stockholders of both Jasper Therapeutics and Amplitude,
satisfaction or waiver of the conditions stated in the definitive
business combination agreement.
Additional information about the transaction will be provided in
a Current Report on Form 8-K to be filed by Amplitude with the SEC
and will be available at the SEC’s website at www.sec.gov. In
addition, Amplitude intends to file a registration statement on
Form S-4 with the SEC, which will include a proxy
statement/prospectus, and will file other documents regarding the
proposed transaction with the SEC.
Advisors
Credit Suisse is acting as lead PIPE placement agent and capital
markets advisor to Jasper Therapeutics, William Blair is acting as
co-placement agent and financial advisor and Cantor Fitzgerald as
co-placement agent. Paul Hastings LLP is serving as legal counsel
to Jasper Therapeutics. BMO Capital Markets and Oppenheimer &
Co. Inc. are acting as capital markets advisors to Amplitude.
Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal
counsel to Amplitude.
Webcast
The management team of Jasper Therapeutics will host a webcast
on Friday, May 7 at 10:00 am ET to provide a brief overview of
Jasper and the proposed merger. The webcast can be accessed here:
http://public.viavid.com/index.php?id=144896.
About Jasper Therapeutics
Jasper Therapeutics is a biotechnology company focused on the
development of novel curative therapies based on the biology of the
hematopoietic stem cell. The company’s lead compound, JSP191, is in
clinical development as a conditioning antibody that clears
hematopoietic stem cells from bone marrow in patients undergoing a
hematopoietic cell transplantation. This first-in-class
conditioning antibody is designed to enable safer and more
effective curative hematopoietic cell transplants and gene
therapies. Jasper Therapeutics is also advancing the development of
a novel hematopoietic stem cell engineering platform.
About Amplitude Healthcare Acquisition Corporation
Amplitude was founded by Avego and Metalmark to seek innovative
private life sciences company acquisition targets. We leverage our
management and board’s reputation, experience, and track record of
making investments and creating value in the industry. We have a
strong history of building and growing companies as constructive
and trustworthy partners. For more information, please visit:
https://www.amplitudehealthcare.com.
Important Information and Where to Find It
This press release relates to a proposed transaction between
Jasper Therapeutics and Amplitude. This press release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the transaction described herein, Amplitude intends to file
relevant materials with the SEC, including a registration statement
on Form S-4, which will include a proxy statement/prospectus.
Promptly after the registration statement is declared effective by
the SEC, Amplitude will mail the definitive proxy
statement/prospectus and a proxy card to each stockholder as of a
record date for the meeting of Amplitude stockholders to be
established for voting on the proposed business combination.
Investors and security holders of Amplitude are urged to read
these materials (including any amendments or supplements thereto)
and any other relevant documents in connection with the transaction
that Amplitude will file with the SEC when they become available
because they will contain important information about Amplitude,
Jasper Therapeutics and the transaction. The preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus and other relevant materials in connection
with the transaction (when they become available), and any other
documents filed by Amplitude with the SEC, may be obtained free of
charge at the SEC’s website (www.sec.gov). The documents filed by
Amplitude with the SEC also may be obtained free of charge upon
written request to 1177 Avenue of the Americas, Fl 40, New York,
New York 10036.
Participants in the Solicitation
Amplitude and its directors and executive officers may be deemed
participants in the solicitation of proxies from Amplitude’s
stockholders with respect to the business combination. Information
about Amplitude’s directors and executive officers and a
description of their interests in Amplitude will be included in the
proxy statement/prospectus for the proposed transaction and be
available at the SEC’s website (www.sec.gov). Additional
information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed
transaction when available.
Jasper Therapeutics and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the stockholders of Amplitude in connection with the proposed
business combination. Information about Jasper Therapeutics’
directors and executive officers and information regarding their
interests in the proposed transaction will be included in the proxy
statement/prospectus for the proposed transaction.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Amplitude, the combined company or Jasper Therapeutics, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Special Note Regarding Forward-Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
sometimes accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding the proposed business combination between
Amplitude and Jasper Therapeutics, the estimated or anticipated
future results and benefits of the combined company following the
business combination, including the likelihood and ability of the
parties to successfully consummate the business combination, future
opportunities for the combined company, the timing of the
completion of the proposed business combination, Jasper
Therapeutics’ business strategy, expected cash resources of the
combined company and the expected uses thereof, current and
prospective product candidates, planned clinical trials and
preclinical activities and potential product approvals, as well as
the potential for market acceptance of any approved products and
the related market opportunity. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of the respective
management teams of Jasper Therapeutics and Amplitude and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Jasper
Therapeutics and Amplitude. These forward-looking statements are
subject to a number of risks and uncertainties, including general
economic, political and business conditions; the inability of the
parties to consummate the transactions or the occurrence of any
event, change or other circumstances that could give rise to the
termination of the business combination agreement; the failure to
satisfy the minimum cash condition set forth in the business
combination agreement, whether due to redemptions from the
Company’s trust account or otherwise; the failure of the PIPE
financing to close on the terms and in the amounts currently
anticipated; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the
Business Combination; the risk that the potential product
candidates that Jasper Therapeutics develops may not progress
through clinical development or receive required regulatory
approvals within expected timelines or at all; risks relating to
uncertainty regarding the regulatory pathway for Jasper
Therapeutics’ product candidates; the risk that clinical trials may
not confirm any safety, potency or other product characteristics
described or assumed in this press release; the risk that Jasper
Therapeutics will be unable to successfully market or gain market
acceptance of its product candidates; the risk that Jasper
Therapeutics’ product candidates may not be beneficial to patients
or successfully commercialized; the risk that Jasper Therapeutics
has overestimated the size of the target patient population, their
willingness to try new therapies and the willingness of physicians
to prescribe these therapies; the effects of competition on Jasper
Therapeutics’ business; the risk that third parties on which Jasper
Therapeutics depends for laboratory, clinical development,
manufacturing and other critical services will fail to perform
satisfactorily; the risk that Jasper Therapeutics’ business,
operations, clinical development plans and timelines, and supply
chain could be adversely affected by the effects of health
epidemics, including the ongoing COVID-19 pandemic; the risk that
Jasper Therapeutics will be unable to obtain and maintain
sufficient intellectual property protection for its investigational
products or will infringe the intellectual property protection of
others; the potential inability of the parties to successfully or
timely consummate the proposed transaction, including the risk that
any requisite regulatory approvals to complete the transaction are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed transaction or that the approval
of the stockholders of Amplitude or Jasper Therapeutics is not
obtained; the risk of failure to realize the anticipated benefits
of the proposed transaction; the amount of redemption requests made
by Amplitude’s stockholders and other risks and uncertainties
indicated from time to time in the Amplitude’s public filings,
including its most recent Annual Report on Form 10-K for the year
ended December 31, 2020 and the proxy statement/prospectus relating
to the proposed transaction, including those under “Risk Factors”
therein, and in Amplitude’s other filings with the SEC. If any of
these risks materialize or Amplitude’s and Jasper Therapeutics’
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Amplitude nor Jasper
Therapeutics presently know, or that Amplitude or Jasper
Therapeutics currently believe are immaterial, that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Amplitude’s and Jasper Therapeutics’ expectations, plans or
forecasts of future events and views as of the date of this press
release. Amplitude and Jasper Therapeutics anticipate that
subsequent events and developments will cause Amplitude’s and
Jasper Therapeutics’ assessments to change. However, while
Amplitude and Jasper Therapeutics may elect to update these
forward-looking statements at some point in the future, Amplitude
and Jasper Therapeutics specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Amplitude’s and Jasper Therapeutics’ assessments of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
This press release contains certain financial forecast
information of Jasper Therapeutics. Such financial forecast
information constitutes forward-looking information, and is for
illustrative purposes only and should not be relied upon as
necessarily being indicative of future results. The assumptions and
estimates underlying such financial forecast information are
inherently uncertain and are subject to a wide variety of
significant business, economic, competitive and other risks and
uncertainties. See "Special Note Regarding Forward-Looking
Statements" above. Actual results may differ materially from the
results contemplated by the financial forecast information
contained in this press release, and the inclusion of such
information in this press release should not be regarded as a
representation by any person that the results reflected in such
forecasts will be achieved.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210506005725/en/
Jasper Therapeutics Contacts Lily Eng (media) Real
Chemistry 206-661-8627 leng@realchemistry.com Jeet Mahal
(investors) Jasper Therapeutics 650-549-1403
jmahal@jaspertherapeutics.com Amplitude Contact
IR@amplitudehealthcare.com
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