aibioJasper Therapeutics prices $30 million offering of stock and warrants
Tickers JSPR
Jasper priced 11,670,707 shares and 675,000 pre-funded warrants, each with a common warrant, at $2.43, for about $30 million before costs. The prospectus also discloses an unresolved trial investigation and a going concern warning.
Key facts
- Company
- Jasper Therapeutics, Inc. (NASDAQ: JSPR)
- News type
- Financings
- Primary source
- Jasper Therapeutics, Inc. 424B5 (2025-09-18)
Jasper Therapeutics, Inc. (Nasdaq: JSPR) priced an underwritten public offering on September 18, 2025 of 11,670,707 shares of common stock, each sold with a common warrant to buy one share, at $2.43 per share and warrant. Investors who preferred it could buy pre-funded warrants for 675,000 shares at $2.4299, each also with a common warrant. The total public offering price is $30,000,000.51. Underwriting discounts and commissions of $1,800,004.08 leave $28,199,996.43 before expenses, and the company estimates net proceeds of about $27.9 million. The last reported sale price on September 17 was $2.33.
Banks and terms
TD Cowen is the book-running manager. The underwriting section names TD Securities (USA) LLC as representative of the underwriters and as the only underwriter listed, taking all of the shares, pre-funded warrants and common warrants. Jasper reimburses up to $40,000 of the underwriters' FINRA counsel fee and puts its other offering expenses at about $0.4 million. The terms sections name no law firm for the company. Delivery was expected on or about September 22, 2025. Some officers and directors indicated interest in buying up to about 143,000 shares and warrants on the same terms.
The common warrants cover 12,345,707 shares at an exercise price of $2.92. They cannot be exercised for six months and then run four years. Neither the common warrants nor the pre-funded warrants will be listed, which the prospectus says leaves liquidity extremely limited.
Dilution
Jasper had 16,219,243 shares outstanding at June 30, 2025, and 27,889,950 after the offering, not counting 13,020,707 shares issuable on the warrants. Net tangible book value was $23.5 million, or $1.45 per share, and would be $51.3 million, or $1.84 per share, as adjusted. New investors face immediate dilution of $0.59 per share. Jasper could also sell up to $93.5 million more stock under its Jefferies sales agreement, though not for 30 days.
Going concern
Jasper reported an accumulated deficit of $288.8 million at June 30, 2025. Given recurring losses and negative cash flows, it concluded there is substantial doubt about its ability to continue as a going concern within one year from August 13, 2025, when it filed its quarterly report. It will use the net proceeds and any cash from warrant exercises, with existing cash, to advance briquilimab programs and for general corporate purposes. The $2.92 warrants can bring in cash only if the stock trades above that price, and holders may exercise on a cashless basis, in which case Jasper receives nothing.
The trial problems
Briquilimab is an antibody that blocks stem cell factor from binding the c-Kit receptor on mast cells. In the Phase 1b/2a BEACON study in chronic spontaneous urticaria, the company presented preliminary data in January 2025 as of December 31, 2024. In July 2025 it reported that 8 of 9 participants in the 240mg and 360mg single-dose cohorts achieved a complete response.
The same update reported an atypical absence of UAS7 reduction in 11 of the 13 patients in the 240mg every-eight-weeks cohorts. All 10 patients dosed from one drug lot failed to show reductions. Jasper halted enrollment in its Phase 1b/2a ETESIAN asthma study in July 2025 because its material came from that lot, and discontinued its SCID program and remaining investigator-sponsored trials to focus on mast cell diseases.
In September 2025 the company said that manufacturing and distribution do not appear to explain the results. The investigation now looks at patient selection, site handling and drug delivery. It expects to finish in the fourth quarter of 2025, with a key opinion leader panel informing the planned Phase 2b CSU study. In June 2025 Jasper reported preliminary data that 12 of 12 participants in a 180mg cohort in chronic inducible urticaria had a clinical response.
What this does not settle
The prospectus gives no confirmed cause for the missing responses. The July update raised possible lot variability. The September update says the work no longer points to manufacturing and turns to how the sites ran the study.