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EX-99.1 - TRANSCRIPT OF PRESENTATION, DATED MAY 7, 2021 - Amplitude Healthcare Acquisition Corpea140508ex99-1_amplitude.htm
8-K - CURRENT REPORT - Amplitude Healthcare Acquisition Corpea140508-8k_amplitudehealth.htm

Exhibit 99.2

 

Enabling Cures with Hematopoietic Stem Cell Transplants May 2021

 

 

© 2021 Jasper Therapeutics, Inc. Safe Harbor Statement 2 About this Presentation This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making th eir own evaluation with respect to the proposed business combination (the “Proposed Business Combination”) between Amplitude Heal th care Acquisition Corp. ("AMHC") and Jasper Therapeutics, Inc. (together with its subsidiaries, “Jasper Therapeutics” or the “Company”) and for no other purpose. The information contained her ein does not purport to be all - inclusive and none of AMHC, the Company or their respective affiliates makes any representation o r warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Viewers of this presentation should make their own evaluation of the Company and of the relevance and accuracy of the information and should make such other investigations as they deem neces sar y. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendat ion to purchase any security of AMHC, the Company, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unl awful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities sh all be made expect by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). You should not construe the contents of this Presentation as legal , t ax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors a s t o legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any d eci sion. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes sh ould inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the Unit ed States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communicating such info rma tion to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sel l such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recip ien t will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. This Presentation and information contained herein constitutes confidential information and is provided to you on the conditi on that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or i n p art without the prior written consent of AMHC and the Company and is intended for the recipient hereof only. Additional Information The Company intends to file with the SEC a proxy statement / prospectus on Form S - 4 relating to the Proposed Business Combinatio n, which will be mailed to AMHC’s shareholders once definitive. This Presentation does not contain all the information that s hou ld be considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Business Co mbi nation. AMHC’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and the amendments thereto and the proxy statement / prospectus and other documents filed in connection with the Proposed Business Combination, as these materials will contain im por tant information about the Company, AMHC and the Proposed Business Combination. When available, the proxy statement / prospec tus and other relevant materials for the Proposed Business Combination will be mailed to shareholders of AMHC as of a record date to be established for voting on the Proposed Business Com bination. Shareholders will also be able to obtain copies of the preliminary proxy statement / prospectus, the definitive pro xy statement / prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Jasper Therapeutics at Jasp er Therapeutics, Inc., 2200 Bridge Pkwy Suit #102, Redwood City, CA 94065 or to AMHC at Amplitude Healthcare Acquisition Corp., 117 7 Avenue of the Americas, Fl 40, New York, NY 10036. Participants in the Solicitation AMHC and its directors and executive officers may be deemed participants in the solicitation of proxies from AMHC’s sharehold ers with respect to the Proposed Business Combination. A list of the names of those directors and executive officers and a descri pt ion of their interests in AMHC is contained in AMHC’s Registration Statement on Form S - 1, as effective on November 19, 2019, which was filed with the SEC and is available free of charge at the SE C’s web site at www.sec.gov, or by directing a request to AMHC at Amplitude Healthcare Acquisition Corp., 1177 Avenue of the Ame ricas, Fl 40, New York, NY 10036. Additional information regarding the interests of such participants will be contained in the proxy statement / prospectus for the Proposed Business Combinatio n w hen available. The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies fro m t he shareholders of AMHC in connection with the Proposed Business Combination. A list of the names of such directors and execu tiv e officers and information regarding their interests in the Proposed Business Combination will be included in the proxy statement / prospectus for the Proposed Business Combination when availabl e. Private Placement The PIPE financing described herein has not been and will not be registered under the Securities Act, or any applicable state se curities laws. This Presentation is being furnished solely in reliance on applicable exemptions from the registration require men ts under the Securities Act. If the Proposed Business Combination is entered into, the PIPE financing will be offered and sold only to "qualified institutional buyers" (as defined in Rule 144A u nde r the Securities Act) and institutional "accredited investors" (as defined in Rule 501(a)(1), (2),(3) or (7) promulgated unde r t he Securities Act) upon the consummation of the Proposed Business Combination. This presentation does not constitute an offer to sell or a solicitation of an offer to buy the securities that sha ll constitute the PIPE financing described herein, nor shall there be any offer, solicitation, or sale of any such securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Before you invest you should undertake your own diligence regarding the Proposed Business Combination. Forward - Looking Statements This Presentation contains forward - looking statements. All statements other than statements of historical fact contained in this Presentation, including statements regarding the future financial position of Jasper Therapeutics, including financial target s, business strategy, and plans and objectives for future operations, are forward - looking statements. Jasper Therapeutics has based these forward - looking statements on its estimates and assumptions and its current expectations and projections about future events. These forward - looking statements are subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the forward - looking events and circumstances discussed in this Presentation are inherently uncert ain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forw ard - looking statements. Accordingly, you should not rely upon forward - looking statements as predictions of future events. Jasper Therapeutics undertakes no obligation to update publicly or revise an y forward - looking statements for any reason after the date of this Presentation or to conform these statements to actual results or to changes in Jasper Therapeutics’ expectations. Industry and Market Data Certain data in this Presentation was obtained from various external sources, and neither the Company nor its affiliates, adv ise rs or representatives has verified such data with independent sources. Accordingly, neither the Company nor any of its affili ate s, advisers or representatives makes any representations as to the accuracy or completeness of that data or undertakes any obligation to update such data after the date of this Presentation. S uch data involves risks and uncertainties and is subject to change based on various factors. Trademarks The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use shou ld not be construed as an endorsement of the products or services of the Company.

 

 

© 2021 Jasper Therapeutics, Inc. Jasper Therapeutics Highlights: Science Based on Hematopoietic Stem Cells and Their Biology 3 • Platform of cell engineered programs to increase the cure rate of allogeneic and gene therapy grafts as well as improve their safety • Multiple in - vitro and in - vivo proof of concept data in 2021 & 2022, target Q4 2022 IND Novel Hematopoietic Stem Cell Engineering Platform Seasoned Management Team Leading Investors • Backed by Abingworth , Qiming , Surveyor/ Citadel, Roche Ventures • Research endorsed and supported by $24M CIRM (1) grants • Management with extensive track records and recognized HSC scientists JSP191: first - in - class anti - CD117 mAb conditioning agent • Initial safety and efficacy in SCID (Severe combined immunodeficiency), AML (Acute myeloid leukemia) and MDS (Myelodysplastic syndromes) transplant patients • Multiple data read outs in next 12 - 18 months including AML Ph2 • Pursuing additional indications including autoimmune disease and gene therapies Validating Academic and Corporate Partnerships • Corporate: Graphite Bio (Gene Therapy) and Zai Labs (CD47) collaborations • Academic: Sickle Cell Disease (NIH) & Fanconi Anemia (Stanford) studies (1) California Institute for Regenerative Medicine.

 

 

© 2021 Jasper Therapeutics, Inc. Management Team and Scientific Advisory Board: Drug Development & Company Building Track Record and Experts in the Field 4 MANAGEMENT William Lis , Executive Chair & CEO Kevin N. Heller , Executive Vice President, Research and Development Jeet Mahal , Chief Financial Officer Carol Zoltowski , Senior Vice President Regulatory & Quality Craig Burns , Vice President Program Management Janet Hurt , Vice President Clinical Operations Luca DiNoto , Vice President Technical Operations Wendy Pang , Vice President, Research & Translational Medicine SCIENTIFIC ADVISORY BOARD Judith Shizuru (Chair), Co - founder, Professor of Medicine and Pediatrics Fredrick Appelbaum , Exec Vice President and Deputy Director Lori Kunkel , Independent Director Harry Malech , Chief Genetic Immunotherapy Section NIAID Jeff Ravetch , Professor Molecular Genetics and Immunology Arthur Weiss , Professor, Departments of Medicine, Microbiology and Immunology; Investigator Howard Hughes Medical Institute

 

 

© 2021 Jasper Therapeutics, Inc. Unmet Medical Need: Hematopoietic Stem Cell Transplants (HSCT) Most Powerful Form of Disease Cure, Yet Remain Underutilized 5 Jasper Therapeutics could exponentially expand the eligible patient population for both allogeneic and autologous gene edited hematopoietic stem cell therapy Only a minority of patients receive a transplant Those who do not receive a transplant are left with life threatening disease Limitations of Conditioning (prepare patient’s bone marrow) • Old SOC agents are genotoxic • Major Toxicities and AEs: – Treatment related Cancer – Veno - occlusive Disease – Bacteremia – Pulmonary Fibrosis – Infertility • Mortality Risk • Hospitalization in isolation Limitations of Transplant Grafts • Clinical Relapse • Failed or Poor Engraftment • Graft vs. Host Disease (GvHD) • Long - term Immunosuppression

 

 

© 2021 Jasper Therapeutics, Inc. Jasper’s Science is Focused on the Stem Cell, Targeting Stem Cell Factor Receptor & Expanding to Novel Cell Engineering 6 • Stem Cell Factor (SCF) / Stem Cell Factor Receptor (CD117) interaction required for stem cell survival • JSP191 blocks SCF signaling leading to patient stem c ell depletion from the bone marrow • Allows for healthy donor stem cell engraftment • Jasper mRNA / DNA cell engineering to improve donor stem cell engraftment • Removes need for donor T - cells in graft and eliminates risk of GvHD • Expanding cures amongst patients living with devastating diseases JSP191 Stroma Cells Stroma Cells Stroma Cells JSP191 Blocks SCF Binding to CD117 Empty BM Niche Donor or Gene - Corrected HSC Home to BM Niche JSP191 Anti - CD117 Antibody to Address Conditioning Limitations CELLULAR ENGINEERING to Address Limitations of Transplant Grafts Engineered Hematopoietic Stem Cell ( eHSC ) SCF

 

 

© 2021 Jasper Therapeutics, Inc. Jasper’s Expanding Pipeline 7 PROGRAM RESEARCH IND - ENABLING CLINICAL COMMERCIAL JSP191 CONDITIONING AML/ MDS SCID Autoimmune (Lupus, MS, Scleroderma) Fanconi’s Anemia Sickle Cell Disease Gene Therapy (X - SCID) Jasper eHSC GRAFTS Thalassemias Sickle Cell Disease Autoimmune Diseases

 

 

© 2021 Jasper Therapeutics, Inc. Unique and Differentiated JSP191 Properties Compared to All Other CD117 Antibodies Only anti - CD117 antibody that inhibits stem cell factor survival signal resulting in targeted depletion • Only JSP191 shows in - vivo single agent depletion • JSP191 SCF signal inhibition sensitizes stem cells for synergistic combination therapy (radiation, 5 - azacytidine, CD47) Only JSP191 is aglycosylated and designed to remove all effector cell function and mast cell activation • No mast cell related anaphylaxis • No reported treatment related SAEs No toxic payload that may lead to off - target effects based on normal CD117 expression • CD117 also expressed on mast cells, germ cells, Cajal (GI) cells, melanocytes 8 JSP191 Blocks SCF Binding to CD117 Receptor Inhibition of Stem Cell Survival Signal Targeted Stem Cell Depletion Toxic Payload Binds to all CD117 Expressing Cells No CD117 Signal Inhibition Toxin Internalized on Mast Cells, Germ Cells, Melanocytes, etc. SCF CD117

 

 

© 2021 Jasper Therapeutics, Inc. JSP191’s First Clinical POC in Ultra Orphan Indication, Severe Combined Immunodeficiency (SCID) SCID is a lethal genetic immune disorder. HCT is the only proven cure, without it most infants die before the age of two year s. 9 Jasper SCID Clinical Trial Single Arm Trial Design JSP191 HCT 0 - 10 Efficacy Assessments ( Chimerism, T cells, Immune Function ) SCID patients • Re - transplant • Newly diagnosed (infants) JSP191 Safe and Well Tolerated • 12 re - transplant patients ( ages 3 – 37 years old ) • No treatment related SAE • No myelosuppression • FDA amendment to transition 191 to outpatient therapy From Agarwal et al, TCT 2021 Pre - HCT 86.7% 0.5% Week 12 81.3% Week 24 Normal >58.5% T cell Function : Maximum proliferation as a % of CD3+ cells in response to PHA 78.1% Week 36 Newly Diagnosed SCID Subject – Immune Reconstitution and T Cell Function (6 month old infant – no treatment related AEs)

 

 

© 2021 Jasper Therapeutics, Inc. JSP191 Conditioning in SCID HCT Demonstrates Durable Naive T - cell Production and Immune System Reconstitution 10 Naïve CD4 T cell production post - cell infusion A. No Conditioning (Matched Cohort Patient) B. JSP191 Conditioning *85 /µL *Expected Level for Clinical Benefit Weeks Post Boost 0 4 8 12 18 24 29 36 52 78 104 115

 

 

© 2021 Jasper Therapeutics, Inc. JSP191 Conditioning Leads to Successful Transplant and Conversion to MRD Negative Status/ MRD Reduction in First AML & MDS Patients 11 No treatment related SAEs MRD Positive AML/MDS Patients Not Eligible for Standard Myeloablative Regimens (HCT - Cl >2) MRD Status at Baseline MRD at Day 28 Chimerism Day 28 (CD15) Neutrophil Engraftment 74yr F AML Positive 70yr M MDS Positive 68yr M MDS Positive 74yr M* MDS Positive 65yr M AML Positive 69yr M AML Positive Day 23 98% Reduced Negative Day 22 100% Negative Negative Day 26 100% Negative Negative Day 23 99% Negative Negative Day 22 97% Reduced Negative Day 19 94% Reduced Reduced Age / Sex Diagnosis MRD at Day 90 * Investigator reported secondary graft failure without evidence of relapse and not related to study drug

 

 

© 2021 Jasper Therapeutics, Inc. Jasper Engineered Hematopoietic Stem Cells ( eHSC ) Platform: Unlocking the Potential of Stem Cells Jasper eHSCs mRNA Engineering Replete / Modified Grafts UNMODIFIED DONOR STEM CELLS ENGINEERED STEM CELLS • T - cells / Other Immune Cells Required for Robust Engraftment • Donor T - cells lead to GvHD & Requirement for Immune Suppression • Allows for pure stem cell grafts • Faster and higher level of engraftment in both allo and auto gene - therapy • No immune suppression or GvHD eHSC HSC Lead optimization Three lead options in development CD117 manipulation to convey an intrinsic proliferative advantage 1) 2) 3) 12

 

 

© 2021 Jasper Therapeutics, Inc. Proof of Concept: JSP - 502 Engineered HSCs Will Outcompete Normal HSCs And Can Be Given Together With JSP191 Conditioning 13 0.00 0.05 0.10 0.15 1000 10 0.1 100 1 SCF Concentration (ng/mL) Proliferation (OD 595) JSP - 502 CD117 (WT) Control 0.00 0.05 0.10 0.15 1000 1 0.1 10 100 SCF Concentration (ng/mL) JSP - 502 CD117 (WT) Control Proliferation (OD 595) JSP - 502 Reprograms Cells to SCF Independence and Faster Growth than CD117 Dependent Cells JSP - 502 Reprogrammed Cells are Resistant to JSP191 Inhibition

 

 

© 2021 Jasper Therapeutics, Inc. Allo - HCT for Heme Malignancies Allo - HCT for Non - Malignant Disease Autologous Gene Therapy JSP191 and eHSCs Significantly Expand the Eligible Patient Population for Curative Stem Cell Transplants 14 Severe / Refractory Autoimmune JSP191: ~$2B MARKET TRANSPLANTS ~17,000 CURRENT ~40,000 ADDRESSABLE Safe Conditioning and More Effective Grafts Can Grow Allogeneic & Gene Therapy Transplant Market from ~20,000 to over 80,000 JSP191: $300M MARKET TRANSPLANTS ~3,000 CURRENT ~6,000 ADDRESSABLE JSP191: $500M MARKET TRANSPLANTS <100 CURRENT ~10,000 ADDRESSABLE JSP191: ~$1.3B MARKET TRANSPLANTS ~1,000 CURRENT ~25,000 ADDRESSABLE eHSCs : ~$10B MARKET eHSCs : ~1.5B MARKET eHSCs : $2.5B MARKET eHSCs : ~$6B MARKET

 

 

© 2021 Jasper Therapeutics, Inc. Jasper Expected Milestones • Q2 2021 – JSP191 AML/MDS Phase 1a top line 90 - day data • Q2 2021 – JSP191 AML/MDS open enrollment of Phase 1b expansion • Q4 2021 – JSP191 Autoimmune IND filing for Phase 1a pilot study • Q4 2021 – Engineered Stem Cell Platform in - vivo Proof - of - Concept • Q1 2022 – JSP191 Investigator Sponsored Studies preliminary data from Fanconi’s Anemia and Sickle Cell • 1H 2022 – JSP191 Gene Therapy first collaboration data • 1H 2022 – JSP191 AML/MDS expansion cohort top line data • 2H 2022 – JSP191 SCID Phase I/II complete study enrollment • Q4 2022 – JSP191 Autoimmune pilot study interim data • Q4 2022 – Engineered Stem Cell Platform first IND filing 15

 

 

© 2021 Jasper Therapeutics, Inc. Jasper and Amplitude Add Significant Capital to Advance a Formidable Leader in Hematopoietic Stem Cell Transplant for a Range of Indications Creating well funded leader in hematopoietic stem cells for a range of indications Pro forma valuation Share price $10.00 Pro-forma equity shares outstanding 49.0 Equity value $490.0 Less: Pro-forma cash $200.0 Enterprise Value $290.0 ($mm except per share items) Sources and uses ($mm) SPAC cash in trust (assuming no redemptions) $100.0 PIPE Investment $100.0 Seller rollover equity $275.0 Total sources $475.0 Sources (1) Cash to Surviving Company balance sheet $180.0 Seller rollover equity $275.0 Estimated Transaction Expenses $20.0 Total uses $475.0 Uses 16

 

 

© 2021 Jasper Therapeutics, Inc. Risk Factors 17 The list below of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Priv ate Placement”) as part of the proposed business combination (the “Business Combination”) of Amplitude Healthcare Acquisition Cor p. (“AMHC”) and Jasper Therapeutics, Inc. (“Jasper”), and solely for potential investors in the Private Placement, and not for any other purpose. T he risks presented below are certain of the general risks related to the businesses of Jasper, the Private Placement and the Bus ine ss Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by J asp er and AMHC, with the U.S. Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connecti on with the proposed transactions between Jasper and AMHC. The risks presented in such filings will be consistent with those that would be required for a publ ic company in its SEC filings, including with respect to the business and securities of Jasper and AMHC and the proposed transac tio ns between Jasper and AMHC, and may differ significantly from and be more extensive than those presented below. Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of ri sk. Investors should carefully consider the risks and uncertainties inherent in an investment in Jasper and in the Securitie s, including those described below, before subscribing for the Securities. If either Jasper cannot address any of the following risks and uncertainties effectiv ely , or any other risks and difficulties that may arise in the future, Jasper’s business, financial condition or results of oper ati ons could be materially and adversely affected. The risks described below are not the only ones Jasper faces. Additional risks that Jasper currently does not kno w a bout or that Jasper currently believes to be immaterial may also impair its business, financial condition or results of opera tio ns. You should review the investors’ presentation and perform your own due diligence, prior to making an investment in AMHC or Jasper. Risks Related to Jasper’s Financial Position and Capital Requirements Jasper has incurred significant net losses since its inception. Jasper expects to incur net losses for the foreseeable future an d may never achieve or maintain profitability. Jasper will need substantial additional funding. If Jasper is unable to raise capital when needed, it would be forced to dela y, reduce or eliminate its research and product development programs or future commercialization efforts. Jasper has a limited operating history and no history of commercializing pharmaceutical products, which may make it difficult to evaluate the prospects for its future viability. Jasper has never generated revenue from product sales and may never be profitable. Risks Related to the Development of Jasper’s Product Candidates Jasper is early in its development efforts. If Jasper is unable to advance its product candidates to obtain regulatory approv al and ultimately commercialize its product candidates, or experiences significant delays in doing so, its business will be mate ria lly harmed. Results of preclinical studies and early clinical trials may not be predictive of results of future clinical trials, and such re sults do not guarantee approval of a product candidate by regulatory authorities. In addition, Jasper’s clinical trials to da te have been limited in scope and results received to date may not be replicated in expanded or additional future clinical trials. Clinical development involves a lengthy and expensive process, with an uncertain outcome. Jasper may incur additional costs o r e xperience delays in completing, or ultimately be unable to complete, the development and commercialization of any product can did ates. Jasper may not be successful in its efforts to identify, develop and commercialize additional product candidates. If these ef for ts are unsuccessful, Jasper may never become a commercial stage company or generate any revenues. Jasper may expend its limited resources to pursue a particular product candidate or indication and fail to capitalize on prod uct candidates or indications that may be more profitable or for which there is a greater likelihood of success. Jasper faces significant competition in an environment of rapid technological change, and there is a possibility that its com pet itors may achieve regulatory approval before Jasper or develop therapies that are safer or more advanced or effective than Ja spe r’s, which may harm Jasper’s financial condition and its ability to successfully market or commercialize its product candidates. If any of Jasper’s product candidates causes serious adverse events, undesirable side effects or unexpected characteristics, suc h events, side effects or characteristics could delay or prevent regulatory approval of the product candidate, limit its comm erc ial potential or result in significant negative consequences following any potential marketing approval.

 

 

© 2021 Jasper Therapeutics, Inc. Risk Factors (cont’d) 18 Risks Related to the Regulatory Regime for Jasper’s Product Candidates Jasper has no experience as a company in obtaining regulatory approval for a drug. The regulatory landscape that will govern Jasper’s product candidates is uncertain; regulations relating to more established cel lular therapy products are still developing, and changes in regulatory requirements could result in delays or discontinuation of development of its product candidates or unexpected costs in obtaining regulatory approval. The FDA and other governing bodies may disagree with Jasper’ s r egulatory plan and it may fail to obtain regulatory approval of its product candidates. Jasper’s product candidates are complex and difficult to manufacture. Jasper could experience delays in satisfying regulatory au thorities or production problems that result in delays in its development or commercialization programs, limit the supply of its product candidates, or otherwise harm its business. If clinical trials of Jasper’s product candidates it may identify and develop fail to demonstrate safety and efficacy to the sat isfaction of regulatory authorities or do not otherwise produce positive results, Jasper may incur additional costs or experi enc e delays in completing, or ultimately be unable to complete, the development and commercialization of such product candidates. Even if Jasper completes the necessary clinical trials, it cannot predict when, or if, it will obtain regulatory approval to com mercialize its product candidates in the United States or any other jurisdiction, and any such approval may be for a more nar row indication than Jasper seeks. Interim “top - line” and preliminary results from Jasper’s clinical trials that it may announce or publish from time to time may c hange as more patient data become available and are subject to audit and verification procedures that could result in materia l c hanges in the final data. If Jasper experiences delays or difficulties in the enrollment of patients in clinical trials, the cost of developing product ca ndidates could increase and its receipt of necessary regulatory approvals could be delayed or prevented. Jasper may never obtain FDA approval for any of its product candidates in the U.S., and even if it does, Jasper may never obt ain approval for or commercialize any of its product candidates in any other jurisdiction, which would limit Jasper’s ability to re alize their full market potential. Risks Related to Jasper’s Dependence on Third Parties Jasper relies on third parties to conduct its preclinical and clinical trials and will rely on them to perform other tasks fo r i t. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regu lat ory requirements, Jasper may not be able to obtain regulatory approval for or commercialize its product candidates and its business could be substantially harmed. Jasper is highly dependent on intellectual property licensed from third parties and termination of any of these licenses coul d r esult in the loss of significant rights, which would harm its business. Jasper currently relies on a single manufacturer for its clinical supply of its product candidates. In the event of a loss o f t his manufacturer, or a failure by such manufacturer to comply with FDA regulations, Jasper may not be able to find an alterna tiv e source on commercially reasonable terms, or at all. In addition, third - party manufacturers and any third - party collaborators may be unable to successfully scale - u p manufacturing of Jasper’s current or future product candidates in sufficient quality and quantity, which would delay or pre ven t Jasper from developing its product candidates and commercializing approved products, if any.

 

 

© 2021 Jasper Therapeutics, Inc. Risk Factors (cont’d) 19 Risks Related to Jasper’s Intellectual Property Jasper’s commercial success depends on its ability to obtain, maintain and protect its intellectual property and proprietary tec hnology. The patent protection Jasper obtains for its product candidates may not be sufficient enough to provide it with any competiti ve advantage or its patents may be challenged. Patent terms may be inadequate to protect Jasper’s competitive position on its product candidates for an adequate amount of t ime , and the lives of its patents may not be sufficient to effectively protect its product candidates and business. In addition, ch anges to patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing Jasper’s ability to p rot ect its product candidates. If Jasper is unable to protect the confidentiality of its trade secrets, its business and competitive position may be harmed. Third - party claims of intellectual property infringement, misappropriation or other violations may prevent or delay Jasper’s pro duct discovery and development efforts and have a material adverse effect on its business. Jasper may become involved in lawsuits to protect or enforce its patents or other intellectual property, which could be expen siv e, time - consuming and unsuccessful. Jasper may not be able to protect its intellectual property rights throughout the world. Other Risk Factors Related to Jasper The COVID - 19 pandemic has caused, and could continue to cause, severe disruptions in the U.S., regional and global economies and could seriously harm Jasper’s development efforts, increase its costs and expenses and have a material adverse effect on Jasp er ’s business, financial condition and results of operations. Jasper’s internal computer systems, or those of its third - party vendors, collaborators or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of its product development programs, compromise se nsitive information related to its business or prevent Jasper from accessing critical information, potentially exposing it to liability or otherwise adverse ly affecting its business. Jasper and its management have a limited track record as an operating company. Failures in the operational execution of the exp ected business plans may have a material impact on Jasper’s commercial prospects. Further, if Jasper is not able to attract and retain highly - qualified personnel, it may not be able to successfully implement its business strategy. If Jasper loses key management personnel, or if it fails to recruit additional highly skilled personnel, Jasper’s ability to con tinue developing and identify and develop new or next generation product candidates will be impaired, which could result in d ela ys in the development process, loss of market opportunities, make Jasper less competitive and have a material adverse effect on Jasper’s business, financial cond iti on and results of operations. Jasper may be adversely affected by existing or future laws and regulations. Jasper is subject to the laws and regulations of th e federal government and of various state, local and provincial government entities. These laws and regulations set very stri nge nt requirements for the business. In addition, such laws and regulations are subject to change and amendment at any time. Jasper may incur significant expenses re lated to compliance with such laws and regulations and it may need to adjust rapidly to address changes in the regulatory fra mew ork applicable to its business. Jasper may fail to comply with federal, state, local and international regulations in its area of operation, and fu tur e regulations may impose additional requirements on its business. Jasper’s business is subject to possible scrutiny from regu lat ors, who may enforce existing or future regulations that impact the viability or attractiveness of its assets. Jasper currently has limited marketing personnel. If Jasper is unable to establish effective marketing and sales capabilities or enter into agreements with third parties to market and sell its product candidates, if approved, Jasper may not be able to ef fe ctively market and sell its product candidates, if approved, or generate product revenues Jasper’s commercial success depends upon attaining significant market acceptance of its product candidates, if approved, amon g p hysicians, patients, healthcare payers and operators of major clinics. Jasper’s business will ultimately depend on its ability to successfully generate revenues from its product candidates, if app rov ed. Reimbursement for such products is subject to different regulatory regimes in different jurisdictions. If any of Jasper ’s product candidates is approved, an unfavorable reimbursement determination in any of the major markets could have a material impact on Jasper. Further, an unfa vor able change in such regimes (e.g., price controls) could have a material impact on Jasper.

 

 

© 2021 Jasper Therapeutics, Inc. Risk Factors (cont’d) 20 Risks Related to the Private Placement AMHC may be unable to raise sufficient capital in the Private Placement or otherwise obtain additional financing to complete the Business Combination or to fund the operations and growth of the combined company following the Business Combination (the “Co mb ined Company”). The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute substantiall y t he voting power of Combined Company's stockholders. AMHC may issue shares of its Class A common stock upon the conversion of its Class B common stock at a ratio greater than one - to - one at the closing of the Business Combination as a result of the anti - dilution provisions contained in its amended and restate d certificate of incorporation. Any such issuance would dilute the interest of the Combined Company’s stockholders and likely present other ri sks . Risks Related to the Business Combination Each of AMHC and Jasper will incur significant transaction costs in connection with the Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied o r w aived, the Business Combination agreement may be terminated in accordance with its terms and the Business Combination may not be completed. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the bu sin ess thereafter will be largely dependent upon the efforts of certain key personnel of Jasper. The loss of such key personnel co uld negatively impact the operations and financial results of the combined business. Section 404 of the Sarbanes - Oxley Act will be applicable to the Combined Company after the Business Combination is consummated, and Jasper is only now beginning the costly and challenging process of compiling the system and processing documentation nece ssa ry to perform the evaluation of its internal control over financial reporting needed to comply with Section 404 of the Sarbanes - Oxley Act. The Com bined Company’s failure to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes - Oxle y Act could have a material adverse effect on its business. There is no assurance that a stockholder’s decision whether to redeem its shares for a pro rata portion of AMHC’s trust accou nt will put the stockholder in a better future economic position. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of AMH C’s securities or, following the consummation of the Business Combination, the Combined Company’s securities, may decline. A market for the Combined Company’s securities may not develop, which would adversely affect the liquidity and price of such sec urities. There can be no assurance that the Combined Company’s securities will be approved for listing on the Nasdaq Global Market (“N asd aq”) or that the Combined Company will be able to comply with the continued listing standards of Nasdaq. Directors of AMHC have potential conflicts of interest in recommending that AMHC’s stockholders vote in favor of the adoption of the Business Combination. AMHC may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holders of AMHC warrants, th ereby making such warrants worthless. Further, even if the Business Combination is completed, there can be no assurance that AM HC’s warrants will be in the money during their exercise period, and they may expire worthless. If AMHC seeks stockholder approval of the Business Combination, its sponsor, directors, officers, advisors and their affiliat es may elect to purchase shares or warrants from public stockholders, which may influence a vote on the Business Combination and re duce the public “float” of AMHC’s Class A common stock or warrants. If AMHC seeks stockholder approval of the Business Combination, its sponsor, officers and directors have agreed to vote in fa vor of such Business Combination, regardless of how its public stockholders vote. The ability of AMHC’s public stockholders to exercise redemption rights with respect to a large number of its shares could in cre ase the probability that the Business Combination would be unsuccessful. AMHC is not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, an d consequently, its stockholders may have no assurance from an independent source that the price it is paying for the busines s i s fair to AMHC from a financial point of view. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent th e c ompletion of the Business Combination. The Business Combination or Combined Company may be materially adversely affected by the recent COVID - 19 outbreak. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect AMHC’s and the Com bin ed Company’s business, including AMHC’s and the Combined Company’s ability to consummate the Business Combination, and result s o f operations.