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Cousins for Discovery. (jnk, COURT STAFF) (Filed on 11/20/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/466233282/","id":466233282,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/481467227/","id":481467227,"tags":[],"absolute_url":"/docket/71395592/18/grant-v-jasper-therapeutics-inc/","date_created":"2026-06-03T20:02:05.401722-07:00","date_modified":"2026-06-03T20:02:05.415914-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"18","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-06-03T20:02:05.366620-07:00","date_modified":"2026-06-03T20:02:05.375033-07:00","date_filed":"2025-11-19","time_filed":null,"entry_number":18,"recap_sequence_number":"2025-11-19.001","pacer_sequence_number":null,"description":"CLERK'S NOTICE CORRECTING HEARINGS. Initial Case Management Conference set for 1/22/2026 11:00 AM in San Jose - Videoconference Only. Motion Hearing as to 11 Motion to Appoint Lead Plaintiff and Lead Counsel previously set for 3/9/2026 is RESET for 3/19/2026 at 09:00 AM in San Jose, Courtroom 1, 5th Floor before Judge Beth Labson Freeman. (This is a text-only entry generated by the court. There is no document associated with this entry.) (nmc, COURT STAFF) (Filed on 11/19/2025) (Entered: 11/19/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461943250/","id":461943250,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/477046494/","id":477046494,"tags":[],"absolute_url":"/docket/71395592/40/grant-v-jasper-therapeutics-inc/","date_created":"2026-04-24T15:03:24.798294-07:00","date_modified":"2026-06-03T20:02:07.842884-07:00","sha1":"ebfecd3e658b7d9d9dce56c9b42755a0923a4676","page_count":5,"file_size":68011,"filepath_local":"recap/gov.uscourts.cand.456648/gov.uscourts.cand.456648.40.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.456648/gov.uscourts.cand.456648.40.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 5:25-cv-08010-BLF Document 40 Filed 04/24/26 Page 1 of 5\n\n\n\n 1 EDWARD HAN (SBN 196924)\n edward.han@orrick.com\n 2 MOLLY MCCAFFERTY (SBN 325439)\n mmccafferty@orrick.com\n 3 ORRICK, HERRINGTON & SUTCLIFFE LLP\n 1000 Marsh Road\n 4 Menlo Park, CA 94025-1015\n Telephone: (650) 614-7400\n 5 Facsimile: (650) 614-7401\n\n 6 KEVIN M. ASKEW (SBN 238866)\n kaskew@orrick.com\n 7 ORRICK, HERRINGTON & SUTCLIFFE LLP\n 355 South Grand Avenue, Suite 2700\n 8 Los Angeles, California 90071\n Telephone: (213) 629-2020\n 9 Facsimile: (213) 612-2499\n10 Attorneys for Defendants\n\n11\n\n12 UNITED STATES DISTRICT COURT\n\n13 NORTHERN DISTRICT OF CALIFORNIA\n\n14 SAN JOSE DIVISION\n\n15\n\n16 KENNETH ALLARD, RHYS BROOKS, and Case No. 5:25-cv-08010-BLF\n JONATHAN OTTE, Individually and on Behalf\n17 of All Others Similarly Situated, AMENDED REQUEST FOR JUDICIAL\n NOTICE IN SUPPORT OF\n18 Plaintiffs, DEFENDANTS\u2019 MOTION TO DISMISS\n AMENDED CLASS ACTION\n19 v. COMPLAINT\n\n20 JASPER THERAPEUTICS, INC., et al., Date: October 15, 2026\n Time: 9:00 a.m.\n21 Defendants. Ctrm: 1 \u2013 5th Floor\n Judge: Hon. Beth Labson Freeman\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n AMENDED REQUEST FOR JUDICIAL NOTICE ISO\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 40 Filed 04/24/26 Page 2 of 5\n\n\n\n 1 Defendants Jasper Therapeutics, Inc. (\u201cJasper\u201d), Ronald A. Martell, Herbert C. Cross, and\n\n 2 Edwin Tucker (together, \u201cDefendants\u201d) respectfully request that the Court take judicial notice of the\n\n 3 documents described below and attached hereto pursuant to Federal Rule of Evidence 201, the\n\n 4 incorporation by reference doctrine, and other applicable law. This Request for Judicial Notice is\n\n 5 made in support of Defendants\u2019 Motion to Dismiss the Amended Class Action Complaint (the\n\n 6 \u201cComplaint\u201d).\n\n 7 DISCUSSION\n 8 On a motion to dismiss securities claims like those asserted here, \u201ccourts must consider the\n\n 9 complaint in its entirety, as well as other sources courts ordinarily examine when ruling on Rule\n10 12(b)(6) motions to dismiss, in particular, documents incorporated into the complaint by reference,\n\n11 and matters of which a court may take judicial notice.\u201d Tellabs, Inc. v. Makor Issues & Rights, Ltd.,\n\n12 551 U.S. 308, 322 (2007). Each of the documents described below and attached hereto is properly\n\n13 considered in connection with Defendants\u2019 Motion to Dismiss under: (a) the incorporation by\n\n14 reference doctrine, (b) Fed. R. Evid. 201, or (c) both of these doctrines.\n\n15 I. THE COURT MAY CONSIDER DOCUMENTS INCORPORATED BY\n16 REFERENCE INTO THE COMPLAINT\n\n17 Plaintiffs expressly reference and quote from various documents in setting forth their\n\n18 allegations. \u201c[I]ncorporation by reference is a judicial doctrine that prevents plaintiffs from\n\n19 selecting only portions of documents that support their claims, while omitting portions of those very\n\n20 documents that weaken or extinguish their claims.\u201d In re Intel Corp. Sec. Litig., 2019 WL 1427660,\n\n21 at *6 (N.D. Cal. Mar. 29, 2019) (citing Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988, 1002\n\n22 (9th Cir. 2018)). The doctrine of incorporation by reference allows a court to consider documents\n\n23 \u201cwhose contents are alleged in a complaint and whose authenticity no party questions, but which are\n\n24 not physically attached to the [plaintiff\u2019s] pleading.\u201d Knievel v. ESPN, 393 F.3d 1068, 1076 (9th\n\n25 Cir. 2005) (alteration in original). \u201cA defendant may seek to incorporate a document into the\n\n26 complaint if the plaintiff refers extensively to the document or the document forms the basis of the\n\n27 Plaintiff\u2019s claim.\u201d In re Intel, 2019 WL 1427660, at *6.\n\n28\n\n AMENDED REQUEST FOR JUDICIAL NOTICE ISO\n 1\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 40 Filed 04/24/26 Page 3 of 5\n\n\n\n 1 In accordance with this doctrine, Defendants request that the Court consider the following\n\n 2 documents, true and correct copies of which are attached hereto:\n\n 3\n DOCUMENT EXHIBIT COMPLAINT\n 4 NO. PARAGRAPH\n Jasper Press Release entitled Jasper Announces First Patient\n 5 \u00b6\u00b6 7, 91\u201393,\n Dosed in Phase 1b/2a Clinical Study of Briquilimab in Chronic 1\n 96, 169-70\n Spontaneous Urticaria, dated November 30, 2023\n 6\n Jasper Press Release entitled Jasper Therapeutics Reports\n 7 \u00b6\u00b6 9, 123\u201324,\n Positive Data from BEACON Study of Briquilimab in Chronic 2\n 187, 210\n Spontaneous Urticaria, dated January 8, 2025\n 8\n \u00b6\u00b6 132\u201337,\n Transcript of Jasper\u2019s January 8, 2025 Special Call 3\n 9 188-95\n Jasper Corporate Presentation, dated January 9, 2024 4 \u00b6\u00b6 95\u201396; 177\n10 Transcript from Needham Healthcare Conference on April 8,\n 5 \u00b6 182\n11 2024\n Jasper Press Release entitled Jasper Therapeutics Reports\n12 Second Quarter 2024 Financial Results and Recent Corporate 7 \u00b6\u00b6 184, 186\n Developments, dated August 13, 2024\n13 Excerpts from ClinicalTrials.gov Study Record for Jasper\u2019s \u00b6\u00b6 112\u201320;\n 9\n14 BEACON Study 174\n\n15 Each of these documents is extensively referenced in the Complaint (as shown above)\n\n16 and/or forms the basis of Plaintiffs\u2019 claims. Thus, the Court may consider these documents under\n\n17 the incorporation by reference doctrine. See, e.g., In re Bare Escentuals, Inc. Sec. Litig., 745 F.\n\n18 Supp. 2d 1052, 1066\u201367 (N.D. Cal. 2010) (holding that press releases and conference call transcripts\n\n19 that formed the basis of plaintiff\u2019s claims were incorporated by reference into the complaint).\n\n20 II. THE COURT MAY TAKE JUDICIAL NOTICE OF SEC FILINGS\n21 Fed. R. Evid. 201 provides that \u201c[p]ublic records, such as SEC filings, are properly the\n\n22 subject of judicial notice, and routinely considered in deciding a motion to dismiss in a securities\n\n23 case.\u201d In re Extreme Networks, Inc. S\u2019holder Derivative Litig., 573 F. Supp. 2d 1228, 1231 n.2\n\n24 (N.D. Cal. 2008) (citations omitted); In re Intel, 2019 WL 1427660, at *7 (\u201cSEC filings are routinely\n\n25 subject to judicial notice.\u201d); see, e.g., In re Violin Memory Sec. Litig., 2014 WL 5525946, at *6\n\n26 (N.D. Cal. Oct. 31, 2014) (taking judicial notice of SEC filing that was not referred to in the\n\n27 complaint); Dreiling v. Am. Express Co., 458 F.3d 942, 946 n.2 (9th Cir. 2006) (on motion to\n\n28 dismiss, courts may consider \u201cany matter subject to judicial notice, such as SEC filings\u201d).\n\n AMENDED REQUEST FOR JUDICIAL NOTICE ISO\n 2\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 40 Filed 04/24/26 Page 4 of 5\n\n\n\n 1 Accordingly, documents filed with the SEC are part of the public record, capable of accurate and\n\n 2 ready determination, and routinely subject to judicial notice, as opposed to \u201csources whose accuracy\n\n 3 cannot reasonably be questioned.\u201d Fed. R. Evid. 201(b)(2); see Metzler Inv. GMBH v. Corinthian\n\n 4 Colls., Inc., 540 F.3d 1049, 1064 n.7 (9th Cir. 2008) (finding SEC filings subject to judicial notice).\n\n 5 Defendants request that the Court take judicial notice of the following documents filed with\n\n 6 the SEC, true and correct copies of which are attached hereto:\n\n 7 DOCUMENT EXHIBIT NO.\n 8 Excerpts from Jasper\u2019s Form 10-K, filed with the SEC on March\n 8, 2023 6\n 9\n Form 4 for Ron Martell filed with the SEC on September 22,\n 2025 8\n10\n\n11 III. THE COURT MAY TAKE JUDICIAL NOTICE OF RECORDS FROM\n GOVERNMENT AGENCY WEBSITES\n12\n\n13 \u201cBecause of their perceived reliability, courts have often admitted records taken from\n\n14 websites maintained by government agencies.\u201d Lopez v. Bank of Am., N.A., 505 F. Supp. 3d 961,\n\n15 969-70 (N.D. Cal. 2020) (quoting Rollins v. Dignity Health, 338 F. Supp. 3d 1025, 1032 (N.D. Cal.\n\n16 2018)). As such, \u201cthe content of records and reports of administrative bodies are proper subjects for\n\n17 judicial notice.\u201d Id. at 969. Judicial notice thus provides an alternative basis upon which the Court\n\n18 may consider Exhibit 9, which is a record from a website maintained by a government agency, the\n\n19 National Library of Medicine, available at https://clinicaltrials.gov/study/NCT06162728?\n\n20 tab=history&a=4#version-content-panel. Accordingly, Defendants request that the Court take\n\n21 judicial notice of Exhibit 9, which, as detailed above, was also incorporated by reference into the\n\n22 Complaint.\n\n23 CONCLUSION\n\n24 For the foregoing reasons, Defendants respectfully request that the Court take judicial notice\n\n25 of, and/or consider pursuant to the incorporation by reference doctrine and the legal authorities cited\n\n26 herein, Exhibits 1 through 9 attached hereto, and consider them in connection with its adjudication\n\n27 of Defendants\u2019 contemporaneously filed Motion to Dismiss.\n\n28\n\n AMENDED REQUEST FOR JUDICIAL NOTICE ISO\n 3\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 40 Filed 04/24/26 Page 5 of 5\n\n\n\n 1 Dated: April 24, 2026 Respectfully submitted,\n\n 2 ORRICK, HERRINGTON & SUTCLIFFE LLP\n\n 3\n By: /s/ Edward Han\n 4 EDWARD HAN\n edward.han@orrick.com\n 5 MOLLY MCCAFFERTY\n mmccafferty@orrick.com\n 6 1000 Marsh Road\n Menlo Park, CA 94025-1015\n 7 Telephone: (650) 614-7400\n Facsimile: (650) 614-7401\n 8\n - and -\n 9\n KEVIN M. ASKEW\n10 kaskew@orrick.com\n 355 South Grand Avenue, Suite 2700\n11 Los Angeles, California 90071\n Telephone: (213) 629-2020\n12 Facsimile: (213) 612-2499\n13 Attorneys for Defendants\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n AMENDED REQUEST FOR JUDICIAL NOTICE ISO\n 4\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f","ocr_status":2,"date_upload":"2026-05-18T10:22:58.021821-07:00","document_number":"40","attachment_number":null,"pacer_doc_id":"035027045618","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Request for Judicial Notice","acms_document_guid":""}],"date_created":"2026-04-24T15:03:24.772575-07:00","date_modified":"2026-06-03T20:02:07.801607-07:00","date_filed":"2026-04-24","time_filed":"14:36:58","entry_number":40,"recap_sequence_number":"2026-04-24.002","pacer_sequence_number":146,"description":"Request for Judicial Notice re 39 MOTION to Dismiss (Corrected) filed byHerbert C. Cross, Jasper Therapeutics, Inc., Ronald A. Martell, Edwin Tucker. (Attachments: # 1 Exhibit 1 - 11.30.23 Press Release, # 2 Exhibit 2 - 1.8.25 Press Release, # 3 Exhibit 3 - 1.8.25 Special Call Transcript, # 4 Exhibit 4 - 1.9.24 Corporate Presentation, # 5 Exhibit 5 - 4.8.24 Needham Conference Transcript, # 6 Exhibit 6 - 3.8.23 Form 10-K, # 7 Exhibit 7 - 8.13.24 Press Release, # 8 Exhibit 8 - 9.22.22 Martell Form 4, # 9 Exhibit 9 - ClinicalTrials.gov Study Record)(Related document(s) 39 ) (Han, Edward) (Filed on 4/24/2026) (Entered: 04/24/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461940088/","id":461940088,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/477043245/","id":477043245,"tags":[],"absolute_url":"/docket/71395592/39/grant-v-jasper-therapeutics-inc/","date_created":"2026-04-24T14:36:15.562164-07:00","date_modified":"2026-06-03T20:02:07.767182-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"39","attachment_number":null,"pacer_doc_id":"035027045430","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Dismiss","acms_document_guid":""}],"date_created":"2026-04-24T14:36:15.541563-07:00","date_modified":"2026-06-03T20:02:07.727652-07:00","date_filed":"2026-04-24","time_filed":"14:21:14","entry_number":39,"recap_sequence_number":"2026-04-24.001","pacer_sequence_number":144,"description":"MOTION to Dismiss (Corrected) filed by Herbert C. Cross, Jasper Therapeutics, Inc., Ronald A. Martell, Edwin Tucker. Motion to Dismiss Hearing set for 10/15/2026 09:00 AM in San Jose, Courtroom 1, 5th Floor. Responses due by 6/23/2026. Replies due by 8/7/2026. (Attachments: # 1 [Proposed] Order Granting Defendants' Corrected Motion to Dismiss)(Han, Edward) (Filed on 4/24/2026) (Entered: 04/24/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461531247/","id":461531247,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476624435/","id":476624435,"tags":[],"absolute_url":"/docket/71395592/38/grant-v-jasper-therapeutics-inc/","date_created":"2026-04-21T16:03:54.463748-07:00","date_modified":"2026-06-03T20:02:07.698466-07:00","sha1":"dafbee677c977ff674dab77d352998a63d800bc3","page_count":1,"file_size":149537,"filepath_local":"recap/gov.uscourts.cand.456648/gov.uscourts.cand.456648.38.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.456648/gov.uscourts.cand.456648.38.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 5:25-cv-08010-BLF Document 38 Filed 04/21/26 Page 1 of 1\n\n\n\n\n 1\n\n 2\n\n 3\n\n 4 UNITED STATES DISTRICT COURT\n\n 5 NORTHERN DISTRICT OF CALIFORNIA\n\n 6 SAN JOSE DIVISION\n\n 7\n\n 8 SANDRA LYNN GRANT, individually and Case No. 25-cv-08010-BLF\n on behalf of all others similarly situated,\n 9\n Plaintiffs, ORDER STRIKING DEFENDANTS\u2019\n 10 v. MOTION TO DISMISS; AND\n DIRECTING DEFENDANTS TO\n 11 JASPER THERAPEUTICS, INC., et al., FILE A CORRECTED MOTION BY\n APRIL 28, 2026\n 12 Defendants.\nNorthern District of California\n United States District Court\n\n\n\n\n [Re: ECF 35]\n 13\n\n 14\n\n 15\n\n 16 Defendants\u2019 motion to dismiss (ECF 35) is HEREBY STRICKEN for failure to comply\n\n 17 with this Court\u2019s Standing Order Re Civil Cases, which requires among other things that \u201c[a]ll\n\n 18 written text, including footnotes and quotations, shall be no less than 12-point type and shall be\n\n 19 double-spaced.\u201d Standing Order Re Civil Cases \u00a7 IV.E. The Standing Order also provides that\n\n 20 \u201c[f]ootnotes shall not be used to cite to legal authorities or evidence,\u201d and advises that excessive\n\n 21 footnotes will be disregarded. Id. \u00a7 IV.F.\n\n 22 Defendants SHALL file a corrected motion, conforming in all respects with this Court\u2019s\n\n 23 Standing Orders and this district\u2019s Civil Local Rules, by April 28, 2026.\n\n 24 Plaintiffs\u2019 deadline to respond shall run from the filing of the corrected motion.\n\n 25 IT IS SO ORDERED.\n\n 26\n 27 Dated: April 21, 2026 ______________________________________\n BETH LABSON FREEMAN\n 28 United States District Judge\n\f","ocr_status":2,"date_upload":"2026-05-18T10:23:01.387450-07:00","document_number":"38","attachment_number":null,"pacer_doc_id":"035027029548","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2026-04-21T16:03:54.430038-07:00","date_modified":"2026-06-03T20:02:07.655857-07:00","date_filed":"2026-04-21","time_filed":"15:48:43","entry_number":38,"recap_sequence_number":"2026-04-21.002","pacer_sequence_number":141,"description":"ORDER STRIKING 35 DEFENDANTS' MOTION TO DISMISS; AND DIRECTING DEFENDANTS TO FILE A CORRECTED MOTION BY APRIL 28, 2026. Signed by Judge Beth Labson Freeman on 4/21/2026. (blflc1, COURT STAFF) (Filed on 4/21/2026) (Entered: 04/21/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461461457/","id":461461457,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476553220/","id":476553220,"tags":[],"absolute_url":"","date_created":"2026-04-21T10:04:51.202254-07:00","date_modified":"2026-04-21T10:04:51.216267-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Appearance/Substitution/Change/Withdrawal of Attorney","acms_document_guid":""}],"date_created":"2026-04-21T10:04:51.173680-07:00","date_modified":"2026-04-21T10:04:51.173698-07:00","date_filed":"2026-04-21","time_filed":"09:42:35","entry_number":null,"recap_sequence_number":"2026-04-21.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461410018/","id":461410018,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476500208/","id":476500208,"tags":[],"absolute_url":"/docket/71395592/36/grant-v-jasper-therapeutics-inc/","date_created":"2026-04-20T22:04:06.502127-07:00","date_modified":"2026-06-03T20:02:07.549145-07:00","sha1":"449ad6046c7ffc215baf1d58c5cd45f7097ba448","page_count":5,"file_size":68232,"filepath_local":"recap/gov.uscourts.cand.456648/gov.uscourts.cand.456648.36.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.456648/gov.uscourts.cand.456648.36.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 5:25-cv-08010-BLF Document 36 Filed 04/20/26 Page 1 of 5\n\n\n\n 1 EDWARD HAN (SBN 196924)\n edward.han@orrick.com\n 2 MOLLY MCCAFFERTY (SBN 325439)\n mmccafferty@orrick.com\n 3 ORRICK, HERRINGTON & SUTCLIFFE LLP\n 1000 Marsh Road\n 4 Menlo Park, CA 94025-1015\n Telephone: (650) 614-7400\n 5 Facsimile: (650) 614-7401\n\n 6 KEVIN M. ASKEW (SBN 238866)\n kaskew@orrick.com\n 7 ORRICK, HERRINGTON & SUTCLIFFE LLP\n 355 South Grand Avenue, Suite 2700\n 8 Los Angeles, California 90071\n Telephone: (213) 629-2020\n 9 Facsimile: (213) 612-2499\n10 Attorneys for Defendants\n\n11\n\n12 UNITED STATES DISTRICT COURT\n\n13 NORTHERN DISTRICT OF CALIFORNIA\n\n14 SAN JOSE DIVISION\n\n15\n\n16 KENNETH ALLARD, RHYS BROOKS, and Case No. 5:25-cv-08010-BLF\n JONATHAN OTTE, Individually and on Behalf\n17 of All Others Similarly Situated, REQUEST FOR JUDICIAL NOTICE IN\n SUPPORT OF DEFENDANTS\u2019\n18 Plaintiffs, MOTION TO DISMISS AMENDED\n CLASS ACTION COMPLAINT\n19 v.\n Date: October 15, 2026\n20 JASPER THERAPEUTICS, INC., et al., Time: 9:00 a.m.\n Ctrm: 1 \u2013 5th Floor\n21 Defendants.\n Judge: Hon. Beth Labson Freeman\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n REQUEST FOR JUDICIAL NOTICE ISO DEFENDANTS\u2019\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 36 Filed 04/20/26 Page 2 of 5\n\n\n\n 1 Defendants Jasper Therapeutics, Inc. (\u201cJasper\u201d or the \u201cCompany\u201d), Ronald A. Martell,\n\n 2 Herbert C. Cross, and Edwin Tucker (together, \u201cDefendants\u201d) respectfully request that the Court\n\n 3 take judicial notice of the documents described below and attached hereto pursuant to Federal Rule\n\n 4 of Evidence 201, the incorporation by reference doctrine, and other applicable law. This Request\n\n 5 for Judicial Notice is made in support of Defendants\u2019 Motion to Dismiss the Amended Class Action\n\n 6 Complaint (the \u201cComplaint\u201d).\n\n 7 DISCUSSION\n 8 On a motion to dismiss securities claims like those asserted here, \u201ccourts must consider the\n\n 9 complaint in its entirety, as well as other sources courts ordinarily examine when ruling on Rule\n10 12(b)(6) motions to dismiss, in particular, documents incorporated into the complaint by reference,\n\n11 and matters of which a court may take judicial notice.\u201d Tellabs, Inc. v. Makor Issues & Rights, Ltd.,\n\n12 551 U.S. 308, 322 (2007). Courts may take judicial notice of facts that are \u201cnot subject to reasonable\n\n13 dispute.\u201d Fed. R. Evid. 201(b). Indisputable facts include those that are \u201cgenerally known\u201d or that\n\n14 \u201ccan be accurately and readily determined from sources whose accuracy cannot reasonably be\n\n15 questioned.\u201d Id. As detailed below, each of the documents described below and attached hereto is\n\n16 properly considered in connection with Defendants\u2019 Motion to Dismiss under: (a) the incorporation\n\n17 by reference doctrine, (b) Fed. R. Evid. 201, which permits the Court to consider information subject\n\n18 to judicial notice, or (c) both of these doctrines.\n\n19 I. THE COURT MAY CONSIDER DOCUMENTS INCORPORATED BY\n REFERENCE INTO THE COMPLAINT\n20\n\n21 Plaintiffs expressly reference and quote from various documents in setting forth their\n\n22 allegations. \u201c[I]ncorporation by reference is a judicial doctrine that prevents plaintiffs from\n\n23 selecting only portions of documents that support their claims, while omitting portions of those very\n\n24 documents that weaken or extinguish their claims.\u201d In re Intel Corp. Sec. Litig., 2019 WL 1427660,\n\n25 at *6 (N.D. Cal. Mar. 29, 2019) (citing Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988, 1002\n\n26 (9th Cir. 2018)). The doctrine of incorporation by reference allows a court to consider documents\n\n27 \u201cwhose contents are alleged in a complaint and whose authenticity no party questions, but which are\n\n28 not physically attached to the [plaintiff\u2019s] pleading.\u201d Knievel v. ESPN, 393 F.3d 1068, 1076 (9th\n\n REQUEST FOR JUDICIAL NOTICE ISO DEFENDANTS\u2019\n 1\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 36 Filed 04/20/26 Page 3 of 5\n\n\n\n 1 Cir. 2005) (alteration in original). \u201cA defendant may seek to incorporate a document into the\n\n 2 complaint if the plaintiff refers extensively to the document or the document forms the basis of the\n\n 3 Plaintiff\u2019s claim.\u201d In re Intel, 2019 WL 1427660, at *6.\n\n 4 In accordance with this doctrine, Defendants request that the Court consider the following\n\n 5 documents, true and correct copies of which are attached hereto:\n\n 6\n DOCUMENT EXHIBIT COMPLAINT\n 7 NO. PARAGRAPH\n Jasper Press Release entitled Jasper Announces First Patient 1 \u00b6\u00b6 7, 91\u201393,\n 8\n Dosed in Phase 1b/2a Clinical Study of Briquilimab in Chronic 96, 169-70\n 9 Spontaneous Urticaria, dated November 30, 2023\n\n Jasper Press Release entitled Jasper Therapeutics Reports 2 \u00b6\u00b6 9, 123\u201324,\n10\n Positive Data from BEACON Study of Briquilimab in Chronic 187, 210\n11 Spontaneous Urticaria, dated January 8, 2025\n12 3 \u00b6\u00b6 132\u201337,\n Transcript of Jasper\u2019s January 8, 2025 Special Call\n 188-95\n13\n Jasper Corporate Presentation, dated January 9, 2024 4 \u00b6\u00b6 95\u201396; 177\n14\n Transcript from Needham Healthcare Conference on April 8, 5 \u00b6 182\n15\n 2024\n16\n Jasper Press Release entitled Jasper Therapeutics Reports Second 7 \u00b6\u00b6 184, 186\n17 Quarter 2024 Financial Results and Recent Corporate\n18 Developments, dated August 13, 2024\n\n Excerpts from ClinicalTrials.gov Study Record for Jasper\u2019s 9 \u00b6\u00b6 112\u201320;\n19\n BEACON Study 174\n20\n\n21 Each of these documents is extensively referenced in the Complaint (as shown above)\n\n22 and/or forms the basis of Plaintiffs\u2019 claims. Thus, the Court may consider these documents under\n\n23 the incorporation by reference doctrine. See, e.g., In re Bare Escentuals, Inc. Sec. Litig., 745 F.\n\n24 Supp. 2d 1052, 1066\u201367 (N.D. Cal. 2010) (holding that press releases and conference call transcripts\n\n25 that formed the basis of plaintiff\u2019s claims were incorporated by reference into the complaint).\n\n26\n\n27\n\n28\n\n REQUEST FOR JUDICIAL NOTICE ISO DEFENDANTS\u2019\n 2\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 36 Filed 04/20/26 Page 4 of 5\n\n\n\n 1 II. THE COURT MAY TAKE JUDICIAL NOTICE OF SEC FILINGS\n\n 2 Fed. R. Evid. 201 provides that \u201c[p]ublic records, such as SEC filings, are properly the\n\n 3 subject of judicial notice, and routinely considered in deciding a motion to dismiss in a securities\n\n 4 case.\u201d In re Extreme Networks, Inc. S\u2019holder Derivative Litig., 573 F. Supp. 2d 1228, 1231 n.2\n\n 5 (N.D. Cal. 2008) (citations omitted); In re Intel, 2019 WL 1427660, at *7 (\u201cSEC filings are routinely\n\n 6 subject to judicial notice.\u201d); see, e.g., In re Violin Memory Sec. Litig. 2014 WL 5525946, at *6 (N.D.\n\n 7 Cal. Oct. 31, 2014) (taking judicial notice of SEC filing that was not referred to in the complaint);\n\n 8 Dreiling v. Am. Express Co., 458 F.3d 942, 946 n.2 (9th Cir. 2006) (on motion to dismiss, courts\n\n 9 may consider \u201cany matter subject to judicial notice, such as SEC filings\u201d). Accordingly, documents\n\n10 filed with the SEC are part of the public record, capable of accurate and ready determination, and\n\n11 routinely subject to judicial notice, as opposed to \u201csources whose accuracy cannot reasonably be\n\n12 questioned.\u201d Fed. R. Evid. 201(b)(2); see Metzler Inv. GMBH v. Corinthian Colls., Inc., 540 F.3d\n\n13 1049, 1064 n.7 (9th Cir. 2008) (finding SEC filings subject to judicial notice).\n\n14 Defendants request that the Court take judicial notice of the following documents filed with\n\n15 the SEC, true and correct copies of which are attached hereto:\n\n16 DOCUMENT EXHIBIT NO.\n\n17 Excerpts from Jasper\u2019s Form 10-K, filed with the SEC on March 6\n 8, 2023\n18\n\n19 Form 4 for Ron Martell filed with the SEC on September 22, 2025 8\n\n20 III. THE COURT MAY TAKE JUDICIAL NOTICE OF RECORDS FROM\n GOVERNMENT AGENCY WEBSITES\n21\n\n22 \u201cBecause of their perceived reliability, courts have often admitted records taken from\n23 websites maintained by government agencies.\u201d Lopez v. Bank of Am., N.A., 505 F. Supp. 3d 961,\n24 969-70 (N.D. Cal. 2020) (quoting Rollins v. Dignity Health, 338 F. Supp. 3d 1025, 1032 (N.D. Cal.\n25 2018)); see also Armani v. Nw. Mut. Life Ins. Co., 2017 WL 3174894, at *3 (C.D. Cal. July 24,\n26 2017) (taking judicial notice of \u201cdocument [that] was downloaded from the Federal Reserve Bank\n27 of St. Louis\u2019 website\u201d). As such, \u201cthe content of records and reports of administrative bodies are\n28 proper subjects for judicial notice.\u201d Lopez, 505 F. Supp. 3d at 969. Judicial notice thus provides an\n\n REQUEST FOR JUDICIAL NOTICE ISO DEFENDANTS\u2019\n 3\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 36 Filed 04/20/26 Page 5 of 5\n\n\n\n 1 alternative basis upon which the Court may consider Exhibit 9, which is a record from a website\n\n 2 maintained by a government agency, the National Library of Medicine, available at\n\n 3 https://clinicaltrials.gov/study/NCT06162728?tab=history&a=4#version-content-panel.\n\n 4 Accordingly, Defendants request that the Court take judicial notice of Exhibit 9, which, as detailed\n\n 5 above, was also incorporated by reference into the Complaint.\n\n 6 CONCLUSION\n\n 7 For the foregoing reasons, Defendants respectfully request that the Court take judicial notice\n\n 8 of, and/or consider pursuant to the incorporation by reference doctrine and the legal authorities cited\n\n 9 herein, Exhibits 1 through 9 attached hereto, and consider them in connection with its adjudication\n10 of Defendants\u2019 contemporaneously filed Motion to Dismiss.\n\n11\n\n12 Dated: April 20, 2026 Respectfully submitted,\n13 ORRICK, HERRINGTON & SUTCLIFFE LLP\n14\n By: /s/ Edward Han\n15 EDWARD HAN\n edward.han@orrick.com\n16 MOLLY MCCAFFERTY\n mmccafferty@orrick.com\n17 1000 Marsh Road\n Menlo Park, CA 94025-1015\n18 Telephone: (650) 614-7400\n Facsimile: (650) 614-7401\n19\n - and -\n20\n KEVIN M. ASKEW\n21 kaskew@orrick.com\n 355 South Grand Avenue, Suite 2700\n22 Los Angeles, California 90071\n Telephone: (213) 629-2020\n23 Facsimile: (213) 612-2499\n24 Attorneys for Defendants\n25\n\n26\n\n27\n\n28\n\n REQUEST FOR JUDICIAL NOTICE ISO DEFENDANTS\u2019\n 4\n MOTION TO DISMISS, CASE NO. 5:25-CV-08010-BLF\n\f","ocr_status":2,"date_upload":"2026-05-18T10:23:02.467167-07:00","document_number":"36","attachment_number":null,"pacer_doc_id":"035027025716","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Request for Judicial Notice","acms_document_guid":""}],"date_created":"2026-04-20T22:04:06.470100-07:00","date_modified":"2026-06-03T20:02:07.510084-07:00","date_filed":"2026-04-20","time_filed":"21:42:42","entry_number":36,"recap_sequence_number":"2026-04-20.002","pacer_sequence_number":135,"description":"Request for Judicial Notice re 35 MOTION to Dismiss filed byHerbert C. Cross, Jasper Therapeutics, Inc., Ronald A. Martell, Edwin Tucker. (Attachments: # 1 Exhibit 1 - 11.30.23 Press Release, # 2 Exhibit 2 - 1.8.25 Press Release, # 3 Exhibit 3 - 1.8.25 Special Call Transcript, # 4 Exhibit 4 - 1.9.24 Corporate Presentation, # 5 Exhibit 5 - 4.8.24 Needham Conference Transcript, # 6 Exhibit 6 - 3.8.23 Form 10-K, # 7 Exhibit 7 - 8.13.24 Press Release, # 8 Exhibit 8 - 9.22.22 Martell Form 4, # 9 Exhibit 9 - ClinicalTrials.gov Study Record)(Related document(s) 35 ) (Han, Edward) (Filed on 4/20/2026) (Entered: 04/20/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461409578/","id":461409578,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476499759/","id":476499759,"tags":[],"absolute_url":"/docket/71395592/35/grant-v-jasper-therapeutics-inc/","date_created":"2026-04-20T21:33:04.326236-07:00","date_modified":"2026-06-03T20:02:07.478892-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"35","attachment_number":null,"pacer_doc_id":"035027025644","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Dismiss","acms_document_guid":""}],"date_created":"2026-04-20T21:33:04.302870-07:00","date_modified":"2026-08-17T05:56:50.913758-07:00","date_filed":"2026-04-20","time_filed":"21:22:24","entry_number":35,"recap_sequence_number":"2026-04-20.001","pacer_sequence_number":133,"description":"MOTION to Dismiss Amended Class Action Complaint filed by Herbert C. Cross, Jasper Therapeutics, Inc., Ronald A. Martell, Edwin Tucker. Motion to Dismiss Hearing set for 10/15/2026 09:00 AM in San Jose, Courtroom 1, 5th Floor. Responses due by 6/22/2026. Replies due by 8/6/2026. (Attachments: # 1 [Proposed] Order Granting Defendants' Motion to Dismiss)(Han, Edward) (Filed on 4/20/2026). (Entered: 04/20/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/454156675/","id":454156675,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/469067436/","id":469067436,"tags":[],"absolute_url":"/docket/71395592/34/grant-v-jasper-therapeutics-inc/","date_created":"2026-02-17T20:04:53.129436-08:00","date_modified":"2026-06-04T05:50:18.029125-07:00","sha1":"1ad7cb565178765c80936f5dade4dcc80ff82849","page_count":87,"file_size":2433646,"filepath_local":"recap/gov.uscourts.cand.456648/gov.uscourts.cand.456648.34.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.456648/gov.uscourts.cand.456648.34.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 1 of 87\n\n\n\n\n 1 POMERANTZ LLP\n Jennifer Pafiti (SBN 282790)\n 2 1100 Glendon Avenue, 15th Floor\n Los Angeles, California 90024\n 3\n Telephone: (310) 405-7190\n 4 jpafiti@pomlaw.com\n\n 5 Counsel for Co-Lead Plaintiffs Rhys Brooks and\n Jonathan Otte and Additional Plaintiff Sandra\n 6 Lynn Grant and Co-Lead Counsel for the Class\n 7\n [Additional Counsel on Signature Page]\n 8\n\n 9\n UNITED STATES DISTRICT COURT\n10 NORTHERN DISTRICT OF CALIFORNIA\n11\n KENNETH ALLARD, RHYS BROOKS, and Case No. 5:25-cv-08010-BLF\n12\n JONATHAN OTTE, Individually and on Behalf\n13 of All Others Similarly Situated, CLASS ACTION\n\n14 Plaintiffs, AMENDED CLASS ACTION\n COMPLAINT FOR VIOLATIONS OF THE\n15 v. FEDERAL SECURITIES LAWS\n16\n JASPER THERAPEUTICS, INC., RONALD A. DEMAND FOR JURY TRIAL\n17 MARTELL, HERBERT C. CROSS, and\n EDWIN TUCKER,\n18\n Defendants.\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 2 of 87\n\n\n\n\n 1 TABLE OF CONTENTS\n\n 2 I. NATURE OF THE ACTION ..............................................................................................1\n 3 II. JURISDICTION AND VENUE ........................................................................................11\n 4\n III. PARTIES ...........................................................................................................................11\n 5\n A. Plaintiffs ................................................................................................................... 11\n 6\n B. Defendants ............................................................................................................... 11\n 7\n C. Relevant Non-Parties ............................................................................................... 13\n 8\n IV. SUBSTANTIVE ALLEGATIONS ...................................................................................14\n 9\n A. Background .............................................................................................................. 14\n10\n\n11 B. Chronic Spontaneous Urticaria ................................................................................ 15\n\n12 C. Jasper Prioritizes Briquilimab for CSU ................................................................... 17\n\n13 D. Relevant Aspects of and Requirements for the IND Process .................................. 18\n\n14 i. IND Process ..................................................................................................18\n\n15 ii. Phases of Studies ...........................................................................................19\n16 iii. Requirements for Investigators .....................................................................21\n17 E. Jasper\u2019s BEACON Study of Briquilimab for CSU.................................................. 22\n18\n F. Defendants Face Pressure to Make Quick Progress, Enroll More Patients,\n19 and Test Higher Doses of Briquilimab .................................................................... 29\n\n20 G. In Violation of FDA Regulations, Defendants Remove Information about\n the BEACON Study Sites from ClinicalTrials.gov ................................................. 33\n21\n H. Defendants Tout Initial Data from the BEACON Study; The Market\n22 Reaction is Not As Positive ..................................................................................... 37\n23 I. Defendants Disclose \u201cConfounded\u201d Results in the BEACON Study,\n24 Defendant Tucker\u2019s Departure, and Cost-Cutting Measures ................................... 46\n\n25 J. Jasper\u2019s Disclosures Regarding Its Investigation Into the Lack of Efficacy\n Shown in Cohorts 8 and 9 ........................................................................................ 49\n26\n K. Jasper Terminates Defendant Martell\u2019s Employment ............................................. 51\n27\n V. DEFENDANTS\u2019 CLASS PERIOD MISREPRESENTATIONS ......................................52\n28\n i\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 3 of 87\n\n\n\n\n 1 VI. LOSS CAUSATION ..........................................................................................................67\n\n 2 VII. THE INDIVIDUAL DEFENDANTS CLOSELY MONITORED THE BEACON\n STUDY ..............................................................................................................................74\n 3\n VIII. CLASS ACTION ALLEGATIONS ..................................................................................76\n 4\n\n 5 IX. COUNTS............................................................................................................................78\n\n 6 COUNT I .......................................................................................................................................78\n\n 7 COUNT II ......................................................................................................................................81\n\n 8 X. PRAYER FOR RELIEF ....................................................................................................83\n 9 XI. DEMAND FOR TRIAL BY JURY ...................................................................................83\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n ii\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 4 of 87\n\n\n\n\n 1 Court-appointed Co-Lead Plaintiffs Kenneth Allard, Rhys Brooks, and Jonathan Otte, and\n\n 2 Additional Plaintiff Sandra Lynn Grant (together, \u201cPlaintiffs\u201d), individually and on behalf of all\n 3\n others similarly situated, by Plaintiffs\u2019 undersigned attorneys, for Plaintiffs\u2019 complaint against\n 4\n Defendants, allege the following based upon personal knowledge as to Plaintiffs and Plaintiffs\u2019\n 5\n own acts, and information and belief as to all other matters, based upon, inter alia, the\n 6\n investigation conducted by and through Plaintiffs\u2019 attorneys, which included, among other things,\n 7\n\n 8 a review of the Defendants\u2019 public documents, conference calls and announcements made by\n\n 9 Defendants, United States (\u201cU.S.\u201d) Securities and Exchange Commission (\u201cSEC\u201d) filings, wire\n10 and press releases published by and regarding Jasper Therapeutics, Inc. (\u201cJasper\u201d or the\n11\n \u201cCompany\u201d), analysts\u2019 reports and advisories about the Company, information from former\n12\n Jasper employees, consultation with experts, and information readily obtainable on the Internet.\n13\n Plaintiffs believe that substantial, additional evidentiary support will exist for the allegations set\n14\n\n15 forth herein after a reasonable opportunity for discovery.\n\n16 I. NATURE OF THE ACTION\n\n17 1. This is a federal securities class action on behalf of a class consisting of all persons\n18\n and entities other than Defendants that purchased or otherwise acquired Jasper\u2019s publicly-traded\n19\n securities between November 30, 2023 and January 7, 2026, both dates inclusive (the \u201cClass\n20\n Period\u201d), seeking to recover damages caused by Defendants\u2019 violations of the federal securities\n21\n laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of\n22\n\n23 1934 (the \u201cExchange Act\u201d) and Rule 10b-5 promulgated thereunder, against the Company and\n\n24 certain of its top officials. 1\n25\n\n26\n\n27\n 1\n All emphases are added unless otherwise indicated. Defendants are Jasper, Ronald A. Martell\n28 (\u201cMartell\u201d), Herbert C. Cross (\u201cCross\u201d), and Edwin Tucker (\u201cTucker\u201d).\n 1\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 5 of 87\n\n\n\n\n 1 2. At the beginning of the Class Period, Jasper had incurred significant losses and\n\n 2 negative cash flows from operations. Jasper was developing an investigational drug, and it was\n 3\n expensive. With no product yet on the market, Jasper needed outside funding, and investor\n 4\n sentiment was critical. To stoke investor interest, Jasper set an ambitious timeline for\n 5\n commencing a registrational trial of Jasper\u2019s most promising drug. That timeline would not hold.\n 6\n Defendants knew, but failed to disclose, that (i) Jasper would need to amend the protocol for a\n 7\n\n 8 pivotal Phase 1b/2a trial to include additional cohorts, and (ii) the amended protocol and\n\n 9 additional cohorts carried undisclosed risks, which risks were exacerbated by Defendants\u2019\n10 decision, in violation of FDA regulations and hidden from investors, to include unqualified\n11\n investigators and facilities in the trial.\n12\n 3. Jasper is a clinical-stage biotechnology company and its lead product candidate is\n13\n briquilimab, a monoclonal antibody designed to block stem cell factor (\u201cSCF\u201d) from binding to\n14\n\n15 and signaling through the CD117 (\u201cc-Kit\u201d) receptor on mast and stem cells. Mast cells are\n\n16 immune cells that contain, and release, chemicals such as histamine, which plays a key role in\n\n17 inducing the immune mechanism known as inflammation. According to Jasper, the \u201cSCF/c-Kit\n18 pathway is a survival signal for mast cells and [the Company] believe[s] that blocking this\n19\n pathway may lead to depletion of these cells throughout the body, including in the lungs and in\n20\n the skin,\u201d thus inhibiting the release of histamines by those cells.\n21\n 4. Jasper focuses on developing briquilimab to target mast cell-driven diseases such\n22\n\n23 as chronic urticaria (\u201cCU\u201d) and asthma. Urticaria, or hives, are itchy welts or wheals on the skin\n\n24 caused by the release of histamine. CU includes both chronic spontaneous urticaria (\u201cCSU\u201d),\n\n25 which has no apparent trigger and is thus \u201cspontaneous,\u201d and chronic inducible urticaria\n26\n (\u201cCIndU\u201d), which has an identifiable trigger (such as cold, heat, pressure, or exercise) and is thus\n27\n \u201cinducible.\u201d Both involve the release of histamines by mast cells.\n28\n 2\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 6 of 87\n\n\n\n\n 1 5. During the Class Period, the Company increasingly prioritized the development of\n\n 2 briquilimab for CSU. The FDA-approved treatment for CSU is, first, antihistamines, at a standard\n 3\n dose and then up to four times the standard dose, and second, omalizumab (brand name: Xolair),\n 4\n a monoclonal antibody designed to reduce certain autoantibodies that activate mast cells.\n 5\n 6. In June 2023, Defendants told investors that by the end of 2023, the Company\n 6\n expected to file an investigational new drug application (\u201cIND\u201d) with the Food and Drug\n 7\n\n 8 Administration (\u201cFDA\u201d) for a Phase 1b/2a repeat dose clinical study of briquilimab for the\n\n 9 treatment of CSU, as well as to dose the first patient in the study. On October 9, 2023, Defendants\n10 announced that they had secured FDA clearance for this IND, permitting the Company to begin\n11\n the study, which would be called the \u201cBEACON\u201d study. Defendant Martell, Jasper\u2019s CEO at the\n12\n time, called this a \u201ccritical milestone for Jasper.\u201d\n13\n 7. The study, which was limited to CSU patients that had not sufficiently responded\n14\n\n15 to either antihistamines or omalizumab\u2014the two drugs in the existing FDA-approved treatment\n\n16 protocol\u2014began the following month, in November 2023. On November 30, 2023, Defendants\n\n17 announced that the first patient had been dosed in the BEACON study.\n18 8. During the rest of 2023 and throughout 2024, Defendants emphasized that the\n19\n results of the BEACON study would provide the basis for the Company to select the specific\n20\n doses to be studied in subsequent trials, including a phase 2b/3 \u201cregistrational\u201d study. Defendants\n21\n told investors that the phase 2b study was slated to begin in the second half of 2025. These\n22\n\n23 statements were misleading. As Defendants knew, Jasper could not go straight to a registrational\n\n24 study of briquilimab without first amending the study design and adding additional cohorts of\n\n25 patients.\n26\n 9. On January 8, 2025, Defendants disclosed preliminary data, touting \u201cpositive\n27\n preliminary data from Jasper\u2019s ongoing BEACON Phase 1b/2a study of subcutaneous briquilimab\n28\n 3\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 7 of 87\n\n\n\n\n 1 in adult participants with CSU.\u201d While Defendants claimed the results were \u201cpositive,\u201d the market\n\n 2 reacted negatively and the stock dropped significantly. Investors were confused and disappointed\n 3\n by the published results. Though certain cohorts showed good results, the critical 180 mg dose\n 4\n arm of the study underperformed. Management blamed the 180 mg dose underperformance on\n 5\n the improper inclusion of two patients who had been misdiagnosed as having CSU. This was a\n 6\n significant setback. Jasper would have to conduct additional testing before commencing a\n 7\n\n 8 registrational study.\n\n 9 10. On January 8, 2025, Defendants also announced that they were enrolling new\n10 patients into new cohorts \u2013 numbered 8 and 9 \u2013 and that such patients would not be required to\n11\n have first tried, and failed, treatment with omalizumab. Defendants indicated that they could\n12\n generate more data by making this change to the enrollment criteria, setting the Company up to\n13\n more quickly progress into a subsequent registrational trial.\n14\n\n15 11. However, when Defendants reported data from cohorts 8 and 9 of the BEACON\n\n16 Study on July 7, 2025, there was a problem \u2013 10 of the 12 patients did not respond to the drug.\n\n17 According to Jasper\u2019s press release, the \u201c[r]esults from the 240mg Q8W and the 240mg followed\n18 by 180mg Q8W dose cohorts appear to be confounded by an issue with one drug product lot used\n19\n in those cohorts, with 10 of the 13 patients dosed with drug from the lot in question.\u201d 2 Those ten\n20\n patients had \u201clower than expected drops in mean tryptase levels and no discernable impact on\n21\n UAS7 scores,\u201d meaning that briquilimab had no noticeable effect on their urticaria symptoms.3\n22\n\n23\n 2\n24 \u201cQ\u201d means \u201cevery or each.\u201d \u201cQ8W\u201d means every eight weeks; \u201cQ12W\u201d means every twelve\n weeks, and so forth.\n25 3\n A UAS7 score is determined using a standardized patient-reported questionnaire, the Urticaria\n26 Activity Score (\u201cUAS\u201d) worksheet, concerning the severity of the patient\u2019s hives and itchiness\n over a seven-day period. The patient assigns a score to the number of hives: zero (for no hives),\n27 one (mild, or one to six hives), two (moderate, or seven to twelve hives), or three (severe, or\n more than twelve hives). The patient also assigns a score to the severity of their itchiness: zero\n28 (none), one (mild), two (moderate), or three (severe). The UAS7 score is the sum of the\n 4\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 8 of 87\n\n\n\n\n 1 Defendants blamed the bad results on a bad batch of briquilimab and stated that they were\n\n 2 \u201cinvestigating the drug product lot in question and expect[ed] to have the results of that\n 3\n investigation in the coming weeks.\u201d\n 4\n 12. These test results were a significant setback for Jasper obtaining FDA approval of\n 5\n briquilimab. Critically, this would mean the Company\u2019s planned registrational trial for\n 6\n briquilimab in CSU, originally targeted for 2025, would be delayed to mid-2026.\n 7\n\n 8 13. Just as significant, Jasper was running out of money and the negative test results\n\n 9 made it more difficult to raise funding from the public markets. As a result, Defendants disclosed\n10 that Jasper \u201cw[ould] be implementing a number of cost cutting measures to reduce burn and\n11\n extend our cash runway in light of this delay.\u201d Other Jasper studies were also thrown into turmoil.\n12\n Jasper announced that it would have to abandon its trials aimed at treating asthma to \u201cfocus\n13\n resources on advancing briquilimab in CSU\u201d among other trials. The impact on the business was\n14\n\n15 profound. Jasper\u2019s stock price fell 55.1% in response to this news.\n\n16 14. Two days later, on July 9, 2025, Defendants announced a corporate reorganization\n\n17 and other cost cutting measures, including a 50% workforce reduction. Defendant Edwin Tucker,\n18 Jasper\u2019s Chief Medical Officer (\u201cCMO\u201d) and the person overseeing the BEACON study, was\n19\n leaving the Company effective August 1, 2025. Defendants confirmed that all other clinical and\n20\n preclinical programs would also be halted \u201c[i]n order to focus resources on the development of\n21\n briquilimab in chronic urticaria.\u201d\n22\n\n23 15. On December 2, 2025, Jasper revealed the results of its investigation into the\n\n24 \u201cconfounded data\u201d released on July 7, 2025. On that day, Defendants disclosed that the adverse\n\n25 results released in July were not due to any issue with the drug product lot used for the cohorts\n26\n\n27\n preceding seven day\u2019s itch severity score (ISS) and hives severity score (HSS). The total UAS7\n28 range is zero to 42.\n 5\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 9 of 87\n\n\n\n\n 1 dosed with 240mg Q8W of briquilimab and 240mg followed by 180mg Q8W, respectively. Their\n\n 2 internal investigation determined that there was no issue with the drug product lot. Instead, the\n 3\n lack of efficacy in the results for those cohorts (Cohorts 8 and 9) was the result of \u201cpatient\n 4\n selection issues.\u201d Jasper revealed that \u201c9 of the 10 patients in question did not have CSU[,] as\n 5\n their symptoms were not mast cell-driven.\u201d Remarkably, the Company was testing briquilimab\n 6\n for CSU in patients that did not have CSU. This was the same problem that caused the market\n 7\n\n 8 selloff on January 8, 2025.\n\n 9 16. Jasper was simply in too much of a rush to enroll patients that it didn\u2019t properly\n10 vet them to make sure they qualified for the study. To facilitate enrollment in cohorts 8 and 9,\n11\n Jasper teamed up with unqualified and inexperienced investigators who had access to\n12\n omalizumab-na\u00efve patients. Unbeknownst to investors, Jasper disregarded federal regulations\n13\n governing medical trials. \u201cSponsors who design and pay for clinical trials (e.g., pharmaceutical\n14\n\n15 companies) are required by law to select individuals who are qualified by training and experience\n\n16 to conduct a clinical trial.\u201d Investigator Responsibilities in Clinical Research, Ochsner Journal,\n\n17 2020. As set forth in 21 CFR \u00a7 312.53(a), \u201cA sponsor shall select only investigators qualified by\n18\n training and experience as appropriate experts to investigate the drug.\u201d\n19\n 17. Federal regulation requires a sponsor to vet each investigator enrolling patients in\n20\n a clinical study. Jasper, as the sponsor, was required to obtain a \u201ccurriculum vitae or other\n21\n statement of qualifications of the investigator showing the education, training, and experience\n22\n\n23 that qualifies the investigator as an expert in the clinical investigation of the drug for the use under\n\n24 investigation.\u201d 21 CFR \u00a7 312.53(c)(2).\n\n25 18. Out of expediency and in violation of federal law, however, Jasper chose\n26\n investigators that were not qualified, as they could not even identify patients with the disease\n27\n being investigated. Jasper\u2019s own investigation into the cause of the \u201cconfounded data\u201d revealed\n28\n 6\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 10 of 87\n\n\n\n\n 1 that Jasper, as the sponsor, selected investigators for cohorts 8 and 9 of the Beacon study who\n\n 2 were unqualified to properly diagnose patients for inclusion in the study. Indeed, as Jasper\u2019s\n 3\n investigation found, \u201cone new site [in the BEACON study] enrolled 5 patients into active arms\n 4\n of Cohorts 8 & 9 with no CR or WC responses,\u201d meaning that they did not have CSU and should\n 5\n never have been enrolled in the study to begin with.\n 6\n 19. As the record, set forth in greater detail below, makes clear, (i) Jasper failed its\n 7\n\n 8 legal obligation to select as investigators in cohorts 8 and 9 of the BEACON study only experts\n\n 9 in the treatment of CSU, and (ii) those same investigators misdiagnosed 9 of the 12 patients\n10 enrolled in cohorts 8 and 9 as having CSU. Defendants admit that 9 out of the 12 patients enrolled\n11\n did not have CSU \u2013 and that one investigator enrolled 5 patients, all of whom were misdiagnosed.\n12\n As such, Jasper failed to fulfill its legal obligation to select only experts in CSU to act as\n13\n investigators.\n14\n\n15 20. The BEACON study protocol had strict \u201cinclusion criteria\u201d and \u201cexclusion\n\n16 criteria\u201d to ensure that only appropriate CSU patients were admitted to the study. Patients were\n\n17 required to have \u201c[d]iagnosis of CSU for \u2265 6 months (as per local and international guidance)\u201d\n18 and the \u201cpresence of itch and hives for \u2265 8 consecutive weeks.\u201d Jasper\u2019s own investigation\n19\n revealed that investigators in cohorts 8 and 9 had improperly enrolled patients that \u201chad minimal\n20\n documented medical history of CSU or past treatments for CSU.\u201d Again, Jasper\u2019s own\n21\n investigation found evidence that Jasper selected unqualified investigators to conduct the\n22\n\n23 BEACON study, in violation of federal law. As a result, 75% of the patients enrolled in the key\n\n24 cohorts 8 and 9 did not even have CSU.\n\n25 21. After conducting an investigation, Jasper disclosed that a panel of KOL\n26\n (knowledge and opinion leader) experts had recommended certain steps the Company take to\n27\n \u201censure quality patient selection,\u201d including: (i) \u201cEnsure sites utilized have a certified\n28\n 7\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 11 of 87\n\n\n\n\n 1 Immunologist/Dermatologist with a history of diagnosing and treating CSU patients;\u201d and (ii)\n\n 2 \u201cExpanded review of patient history during screening including visual records of lesions.\u201d During\n 3\n an investor call, Defendant Martell further noted that \u201cthe KOL panel provided us with some\n 4\n really good guidance here. And a few of those things we already implemented, to your point is on\n 5\n the referrals. If a patient does not come to a treating center with a full medical history, then\n 6\n we\u2019re not permitting them in the study.\u201d\n 7\n\n 8 22. Significantly, the KOL advisory panel recommended actions that Jasper had been\n\n 9 required to do all along. Federal law and the BEACON study protocol required that Jasper (i)\n10 only select qualified experts to act as investigators, and (ii) only admit patients with a clear\n11\n medical history of CSU. Investors, who had been misled by Jasper, mistakenly believed\n12\n Defendants had been following federal law and the BEACON study protocol all along as they\n13\n were required to.\n14\n\n15 23. Significantly, Jasper knew that the January 2025 amendment to the BEACON\n\n16 protocol for cohorts 8 and 9 made it more likely that patients misdiagnosed with CSU might be\n\n17 admitted to the BEACON study.\n18\n 24. Cohorts 1-7 of the BEACON study included only patients that had tried, but not\n19\n been cured by, the drug omalizumab. Cohorts 8 and 9 permitted inclusion of patients who never\n20\n tried omalizumab (aka omalizumab na\u00efve). Omalizumab is typically only prescribed by\n21\n specialists. Accordingly, by permitting patients that were omalizumab-na\u00efve, the amendment to\n22\n\n23 the BEACON study was more likely to include patients that had not seen a specialist. Since\n\n24 specialists are less likely to misdiagnose CSU than non-specialists, amending the BEACON\n25 protocol to include patients not seen by specialists was, as Defendants knew, likely to increase\n26\n the odds of misdiagnosed patients being enrolled in cohorts 8 and 9.\n27\n\n28\n 8\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 12 of 87\n\n\n\n\n 1 25. Jasper confirmed as much, but not until December 2, 2025, eleven months after\n\n 2 announcing that the study design would be changed to include omalizumab-na\u00efve patients. In\n 3\n response to an analyst question as to whether \u201cthere [was] any antihistamine levels or prior\n 4\n omalizumab response that you could add in your trial that would realistically tilt kind of the scales\n 5\n to ensure\u201d that only patients with CSU were enrolled, Dr. Martin Metz, one of the principal\n 6\n investigators for the study, responded:\n 7\n\n 8 I especially like the comment on previous omalizumab response, what this would\n tell you, regardless of whether that was a positive or a negative response from\n 9 omalizumab. It will tell you that this patient has been seen by a specialist before\n because only a specialist would prescribe an omalizumab. So knowledge about this\n10 for a patient that was, for example, preferred, we\u2019ll provide information on the\n11 history of the disease. So the patient has a longstanding disease and has been seen\n by a specialist at the time. So this makes it more likely that the diagnosis is correct.\n12\n 26. Dr. Metz\u2019s response thus made clear that the Company\u2019s decision to remove the\n13\n omalizumab treatment requirement from the BEACON study increased the risk of enrolling\n14\n\n15 patients whose CSU diagnosis was incorrect.\n\n16 27. Critically, Defendants not only failed to warn investors of the heightened risk of\n\n17 improper enrollment in cohorts 8 and 9 of the BEACON study, but Defendants blatantly\n18 misrepresented this heightened risk. On January 8, 2025, the same date that Jasper\u2019s stock price\n19\n collapsed because the results of the 180 mg dose cohort of the BEACON study had been marred\n20\n by the improper enrollment of 2 misdiagnosed patients, Defendants held a conference call,\n21\n specifically addressed this investor concern, and assured investors that (i) such misdiagnosis\n22\n\n23 \u201crarely happens,\u201d (ii) it was less likely to happen in omalizumab-na\u00efve patients (cohorts 8-9) than\n\n24 omalizumab-refractory patients (cohorts 1-7), and (iii) the Company would follow its\n\n25 \u201cinclusion/exclusion criteria\u201d published in the protocol to properly enroll CSU patients.\n26\n 28. In truth, in their rush to add cohorts 8 and 9 and enroll patients to complete the\n27\n BEACON study quickly and test higher doses, Defendants: (i) included study sites without any\n28\n 9\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 13 of 87\n\n\n\n\n 1 \u201ccertified Immunologist/Dermatologist with a history of diagnosing and treating CSU patients\u201d\n\n 2 and thus did not have, as FDA regulations require, \u201cinvestigators qualified by training and\n 3\n experience as appropriate experts;\u201d (ii) removed the requirement that patients first try\n 4\n omalizumab, increasing the risk of incorrect patient enrollment (not decreasing it, as Defendants\n 5\n falsely claimed); (iii) included patients without full medical histories contrary to the BEACON\n 6\n protocol, further increasing that risk; (iv) enrolled patients with \u201cminimal documented medical\n 7\n\n 8 history of CSU or past treatments for CSU\u201d and thus did not have a CSU diagnosis for at least\n\n 9 six months prior to enrollment (contrary to the published BEACON protocol).\n10 29. These facts contradicted Defendants\u2019 statements about the design of the BEACON\n11\n study and their compliance with FDA regulations. Further, Defendants never informed investors\n12\n that their decisions to permit unqualified study sites and remove the requirement that patients first\n13\n attempt omalizumab materially increased the risk of enrolling patients without CSU, jeopardizing\n14\n\n15 the study\u2019s ability to show efficacy and progress to the next stage of the IND process.\n\n16 30. On January 7, 2026, only a month after disclosing the results of its internal\n\n17 investigation, Jasper announced that it had terminated Defendant Martell\u2019s employment,\n18 replacing him as CEO with the Company\u2019s COO, who had \u201cdeep experience in therapeutic\n19\n development,\u201d making clear that Martell\u2019s abrupt departure was directly related to the BEACON\n20\n study.\n21\n 31. The Company\u2019s stock fell to $1.66 per share, a decline of over 75% from its $6.77\n22\n\n23 closing price on July 3, 2025, the trading day immediately before Jasper disclosed \u201cconfounded\u201d\n\n24 data in the BEACON study, and down over 90% from its $17.71 closing price on January 7, 2025,\n\n25 the day before Jasper released the BEACON 180mg dose data marred by two improperly enrolled\n26\n patients. This action seeks to recover investor losses resulting from Defendants\u2019\n27\n misrepresentations about the Company\u2019s efforts to obtain FDA approval of briquilimab.\n28\n 10\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 14 of 87\n\n\n\n\n 1 II. JURISDICTION AND VENUE\n\n 2 32. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of\n 3\n the Exchange Act (15 U.S.C. \u00a7\u00a7 78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder by\n 4\n the SEC (17 C.F.R. \u00a7 240.10b-5).\n 5\n 33. This Court has jurisdiction over the subject matter of this action pursuant to 28\n 6\n U.S.C. \u00a7 1331 and Section 27 of the Exchange Act.\n 7\n\n 8 34. Venue is proper in this District pursuant to Section 27 of the Exchange Act (15\n\n 9 U.S.C. \u00a7 78aa) and 28 U.S.C. \u00a7 1391(b). Jasper is headquartered in this District, Defendants\n10 conduct business in this District, and a significant portion of Defendants\u2019 activities took place\n11\n within this District.\n12\n 35. In connection with the acts alleged in this complaint, Defendants, directly or\n13\n indirectly, used the means and instrumentalities of interstate commerce, including, but not limited\n14\n\n15 to, the mails, interstate telephone communications, and the facilities of the national securities\n\n16 markets.\n\n17 III. PARTIES\n18 A. Plaintiffs\n19\n 36. Plaintiffs, as set forth in their previously-filed Certifications (ECF Nos. 1, 8-2 and\n20\n 15-5), acquired Jasper securities at artificially inflated prices during the Class Period and were\n21\n damaged upon the revelation of the alleged corrective disclosures and materialization of the\n22\n\n23 misrepresented risks.\n\n24 B. Defendants\n\n25 37. Defendant Jasper is a Delaware corporation with principal executive offices\n\n26 located at 2200 Bridge Pkwy, Suite #102, Redwood City, CA 94065. Jasper\u2019s common stock\n27\n\n28\n 11\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 15 of 87\n\n\n\n\n 1 trades in an efficient market on the Nasdaq Capital Market (\u201cNASDAQ\u201d) under the ticker symbol\n\n 2 \u201cJSPR.\u201d\n 3\n 38. Defendant Martell was hired as Jasper\u2019s CEO and President in March 2022.\n 4\n Martell also joined the Board at that time. Martell remained in those positions until January 5,\n 5\n 2026, when he was terminated as CEO and President, which also resulted in his simultaneous\n 6\n departure from the Board.\n 7\n\n 8 39. Defendant Cross was hired as Jasper\u2019s Chief Financial Officer and Corporate\n\n 9 Secretary effective September 22, 2023. Cross remains in both of those positions.\n10 40. Defendant Tucker was appointed as Jasper\u2019s CMO on or about June 13, 2023. He\n11\n served in that position until he departed the Company effective August 1, 2025.\n12\n 41. Defendants Martell, Cross, and Tucker are collectively referred to herein as the\n13\n \u201cIndividual Defendants.\u201d\n14\n\n15 42. The Individual Defendants possessed the power and authority to control the\n\n16 contents of Jasper\u2019s SEC filings, press releases, and other market communications. The Individual\n\n17 Defendants were provided with copies of Jasper\u2019s SEC filings and press releases alleged herein\n18\n to be misleading prior to or shortly after their issuance and had the ability and opportunity to\n19\n prevent their issuance or to cause them to be corrected. Because of their positions with Jasper,\n20\n and their access to material information available to them but not to the public, the Individual\n21\n Defendants knew that the adverse facts specified herein had not been disclosed to and were being\n22\n\n23 concealed from the public, and that the positive representations being made were then materially\n\n24 false and misleading. The Individual Defendants are liable for the false statements and omissions\n\n25 pleaded herein.\n26\n 43. Jasper and the Individual Defendants are collectively referred to herein as\n27\n \u201cDefendants.\u201d\n28\n 12\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 16 of 87\n\n\n\n\n 1 C. Relevant Non-Parties\n\n 2 44. FE-1 was a Senior Research Associate at Jasper from late 2022 until early June\n 3 2025, and worked out of the Company\u2019s sole lab, which was at its headquarters in California. FE-\n 4\n 1 reported to Minyoung Yan, an Associate Director, who in turn reported to Hye-Sook Kwon, an\n 5\n Executive Director. Kwon reported to the Senior Vice President of Research, Wendy Pang. FE-1\n 6\n was in a team that analyzed samples from patients in Jasper\u2019s clinical trials to identify biomarkers\n 7\n\n 8 for potential future study.\n\n 9 45. FE-2 was a clinical data manager from late 2024 until early June 2025, reporting\n\n10 to Eloisa Rodriguez, the Director of Clinical Data Management. Rodriguez, in turn, reported to\n11\n Jinwei Yuan, the Executive Director, Head of Biometrics, who reported to Defendants Martell\n12\n and Tucker. FE-2 prepared clinical trial data for use by different internal stakeholders and\n13\n attended regular meetings regarding the studies to which FE-2 was assigned to, including the\n14\n BEACON study. About once a month, Defendants Martell and Tucker joined these meetings to\n15\n\n16 review the details of each study\u2019s progress.\n\n17 46. FE-3 was a Director of Project Management at Jasper from 2022 until early 2023.\n18 FE-3 was based in California and was directly involved in overseeing the Company\u2019s\n19\n development of briquilimab for CSU, which later included the BEACON study.\n20\n 47. FE-4 was a senior member of Jasper\u2019s clinical development team from April 2024\n21\n until February 2025. FE-4 reported directly to Defendant Tucker and interacted with Defendant\n22\n\n23 Martell as well.\n\n24 48. FE-5 was a Senior Associate Scientist at Jasper from mid-2022 until early June\n\n25 2025, working out of the Company\u2019s lab at its headquarters in California. FE-5 reported to Hye-\n26 Sook Kwon, who reported to Wendy Pang.\n27\n\n28\n 13\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 17 of 87\n\n\n\n\n 1 IV. SUBSTANTIVE ALLEGATIONS\n\n 2 A. Background\n 3 49. In November 2019, Jasper entered into a worldwide exclusive license agreement\n 4\n with Amgen, Inc. (\u201cAmgen\u201d) for briquilimab (formerly known as AMG-191 and JSP191) that\n 5\n also included translational science and materials from Stanford University (the \u201cAmgen License\n 6\n Agreement\u201d). The Company was assigned and accepted Amgen\u2019s rights and obligations, effective\n 7\n\n 8 November 21, 2019, for the Investigator Sponsored Research Agreement (the \u201cISRA\u201d), entered\n\n 9 into in June 2013, between Amgen and The Board of Trustees of the Leland Stanford Junior\n\n10 University (\u201cStanford\u201d) and the Quality Agreement between Amgen and Stanford, effective as of\n11\n October 7, 2015. Under the ISRA, the Company received an option to negotiate a definitive\n12\n license with Stanford for rights to certain Stanford intellectual property related to the study of\n13\n briquilimab in exchange for an option exercise fee of $1.0 million, payable over a two-year period\n14\n (the \u201cOption\u201d). The Company exercised the Option on June 2, 2020. As a result, the Company\n15\n\n16 acquired worldwide exclusive rights to develop and commercialize briquilimab.\n\n17 50. Jasper went public in September 2021 via its acquisition by Amplitude Healthcare\n18 Acquisition Corporation, a special purpose acquisition company (\u201cSPAC\u201d).\n19\n 51. On January 10, 2023, Jasper announced that\n20\n as part of an overall portfolio prioritization, that the Company will focus on the\n21 development of its lead product candidate, briquilimab (formerly known as\n JSP191), in chronic diseases and stem cell transplant for rare diseases. This\n22 portfolio includes a new program on chronic urticaria, along with the Company\u2019s\n23 existing programs for lower-risk myelodysplastic syndrome (MDS), sickle cell\n disease, Fanconi anemia and severe combined immunodeficiency (SCID).\n24\n Based on preclinical and clinical studies showing inhibition of c-Kit signaling,\n25 depletion of mast cells in skin and lung and extended pharmacokinetics of\n subcutaneous dosing, the Company has prioritized rapidly starting a clinical study\n26 in severe chronic urticaria.\n27\n\n28\n 14\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 18 of 87\n\n\n\n\n 1 B. Chronic Spontaneous Urticaria\n\n 2 52. Chronic spontaneous urticaria, or CSU, is a mast cell-mediated skin disease. Mast\n 3 cells are immune cells found in connective tissue throughout the body and contain chemicals such\n 4\n as histamine, heparin, cytokines, and growth factors. By releasing such chemicals, mast cells play\n 5\n an important role in inducing inflammatory cascade, which is an immune mechanism often\n 6\n triggered by injury, pathogens, or toxic stimuli. The chemicals released by mast cells have many\n 7\n\n 8 effects, including flushing and itching. In most patients, CSU is associated with IgE\n\n 9 (Immunoglobulin E) and/or IgG (Immunoglobulin G) mast cell-activating autoantibodies.\n\n10 53. CSU is characterized by daily or almost daily symptoms such as itchy hives or\n11\n wheals occurring without an identifiable trigger (hence, spontaneous) and lasting for more than\n12\n six weeks (hence, chronic). It can significantly impair patients\u2019 quality of life and is associated\n13\n with sleep disturbances and psychiatric conditions including depression and anxiety. CSU\n14\n typically persists for 2\u20135 years before resolving on its own. In up to 30% of patients, however, it\n15\n\n16 can last for many years or even decades.\n\n17 54. Fortunately, for most patients, CSU can be effectively treated with the FDA-\n18 approved drug therapy. The first line of treatment is second-generation H1 antihistamines, either\n19\n at approved dosages or up to four times the dosage if necessary. Antihistamines counteract the\n20\n effects of histamine that is released from activated mast cells. If this is not sufficiently effective,\n21\n the second line treatment is omalizumab. Omalizumab is the first anti-IgE monoclonal antibody.\n22\n\n23 It is designed to reduce IgE, which is thought to trigger mast cell activation. The vast majority of\n\n24 patients with CSU achieve complete or substantial control of their symptoms with this standard\n\n25 treatment approach.\n26\n\n27\n\n28\n 15\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 19 of 87\n\n\n\n\n 1 55. CSU\u2019s prevalence in the US adult population has been estimated as 0.12%. With\n\n 2 an adult population in the US of approximately 267 million, this yields a population of CSU-\n 3\n affected adults of approximately 320,000.\n 4\n 56. Defendants themselves estimated that approximately 2.1 million patients were\n 5\n treated for CSU across all G6 nations, that approximately 40% of those patients (or 850,000) are\n 6\n not well-controlled with antihistamines, and that, of those patients, approximately 13% of\n 7\n\n 8 biologic-eligible patients receive omalizumab, of which approximately one-third have an\n\n 9 inadequate response. This yields approximately 37,000 potential patients in G6 nations, as\n10 illustrated by the following slide in a presentation that Defendants filed with the SEC on June 2,\n11\n 2023:\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24 57. Proper diagnosis of CSU can be difficult for those not experienced with CSU. One\n\n25 scientific paper reported that 19% of primary care physicians (non-experts in CSU) who evaluate\n26\n patients presenting with chronic wheals report difficulties diagnosing CSU, and 33% report\n27\n difficulties with differential diagnosis, i.e., identifying CSU by differentiating from other\n28\n 16\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 20 of 87\n\n\n\n\n 1 conditions with similar symptoms. Non-responsiveness to antihistamines or omalizumab is a \u201cred\n\n 2 flag\u201d requiring the consideration of alternative diagnoses.\n 3\n 58. Proper diagnosis of CSU is not difficult for experienced doctors who are qualified\n 4\n by training as appropriate experts with CSU (as was required by 21 CFR \u00a7 312.53 of investigators\n 5\n in the BEACON study). According to an article authored by one of the principle investigators on\n 6\n the BEACON study, Dr. Martin Metz, titled \u201cThe Diagnostic Workup in Chronic Spontaneous\n 7\n\n 8 Urticaria \u2013 What to Test and Why,\u201d the diagnosis of CSU is relatively straightforward:\n\n 9 \u201cConfirming the diagnosis of CSU is the most important aim of the diagnostic workup. In most\n10 cases, this diagnosis is easily established by the history and the presence of CSU-defining\n11\n clinical signs and symptoms, that is, spontaneously recurring pruritic wheals, angioedema, or\n12\n both for longer than 6 weeks.\u201d\n13\n C. Jasper Prioritizes Briquilimab for CSU\n14\n 59. Briquilimab, in Defendants\u2019 words, is\n15\n\n16 a monoclonal antibody designed to block stem cell factor (\u2018SCF\u2019) from binding to\n and signaling through the CD117 receptor on mast and stem cells. The SCF/CD117\n17 pathway is a survival signal for mast and stem cells and we believe that blocking\n this pathway may lead to depletion of these cells from skin and bone marrow\n18 environments.\n19\n 60. As noted above, in January 2023, Defendants stated that they would prioritize\n20\n studying briquilimab for severe chronic urticaria. That same month, the Company conducted a\n21\n secondary offering of 69 million shares of its common stock (plus an underwriter option to\n22\n\n23 purchase up to 9 million additional shares), with gross proceeds of approximately $103.5 million.\n\n24 61. Jasper\u2019s 2022 10-K stated that\n\n25 Based on preclinical and human healthy volunteer clinical data showing that\n briquilimab can deplete mast cells from the skin, we believe that briquilimab could\n26\n\n27\n\n28\n 17\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 21 of 87\n\n\n\n\n 1 be effective therapy for CSU patients. We intend to study briquilimab monotherapy\n in CSU patients who are refractory to anti-histamine therapy. 4\n 2\n 62. The Company\u2019s March 8, 2023 Form 8-K quoted Defendant Martell as follows:\n 3\n\n 4 \u201cThe fourth quarter of 2022 and recent weeks have been a transformational period\n for Jasper, during which we announced expansion of briquilimab development to\n 5 include chronic spontaneous urticaria and secured substantial additional capital to\n execute on our development plan across the briquilimab franchise.\u201d said Ronald\n 6 Martell, President and Chief Executive Officer of Jasper. \u201cBy focusing on well-\n characterized opportunities in chronic mast cell diseases and stem cell transplant\n 7\n for rare diseases, we have established clear, and potentially fast, pathways to\n 8 market. With the substantial resources we obtained through our public offering in\n January 2023, we are positioned to move rapidly into a clinical trial in chronic\n 9 severe urticaria and to initiate our chronic lower-risk MDS study, while continuing\n recruitment in the SCID, Fanconi Anemia and sickle cell disease transplant\n10 studies.\u201d\n11\n 63. Three months later, on June 2, 2023, Defendants announced to investors that\n12\n the Company recently met with the U.S. Food and Drug Administration (the\n13 \u201cFDA\u201d), which provided the Company with valuable guidance and feedback\n regarding the Company\u2019s proposed program for briquilimab for the treatment\n14 of Chronic Spontaneous Urticaria (\u201cCSU\u201d). As a result of the feedback received\n15 from the FDA, the Company currently expects to file its investigational new drug\n application (\u201cIND\u201d) for briquilimab for the treatment of CSU, and dose the first\n16 patient in the study, in the second half of 2023.\n\n17 D. Relevant Aspects of and Requirements for the IND Process\n18 i. IND Process\n19 64. FDA approval is required before marketing a new pharmaceutical drug in the\n20\n United States. Securing such approval requires submitting an application to the FDA; the\n21\n applicant (usually the manufacturer or potential marketer) is also referred to as the \u201csponsor.\u201d\n22\n During a new drug\u2019s early preclinical development, the sponsor\u2019s primary goal is to determine if\n23\n\n24 the product is reasonably safe for initial use in humans, and if the compound exhibits\n\n25 pharmacological activity that justifies commercial development. When a product is identified as\n\n26\n\n27\n 4\n \u201cRefractory\u201d refers to conditions that do not respond to treatment or become resistant to\n28 treatment over time.\n 18\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 22 of 87\n\n\n\n\n 1 a viable candidate for further development, the sponsor then focuses on collecting the data and\n\n 2 information necessary to establish that the product will not expose humans to unreasonable risks\n 3\n when used in limited, early-stage clinical studies.\n 4\n 65. The FDA\u2019s role in the development of a new drug begins when the drug\u2019s sponsor,\n 5\n having screened the new molecule for pharmacological activity and acute toxicity potential in\n 6\n animals, intends to test its diagnostic or therapeutic potential in humans. At that point, the\n 7\n\n 8 molecule changes in legal status under the Federal Food, Drug, and Cosmetic Act and becomes a\n\n 9 new drug subject to specific requirements of the drug regulatory system.\n10 66. The sponsor (Jasper in this case) then must file an Investigational New Drug (IND)\n11\n application with the FDA. Among other things, the sponsor must file a detailed protocol with the\n12\n FDA that is published on the website www.clinicaltrials.gov. As described by the FDA, an IND\n13\n application must include:\n14\n\n15 Clinical Protocols and Investigator Information - Detailed protocols for proposed\n clinical studies to assess whether the initial-phase trials will expose subjects to\n16 unnecessary risks. Also, information on the qualifications of clinical investigators-\n -professionals (generally physicians) who oversee the administration of the\n17 experimental compound--to assess whether they are qualified to fulfill their clinical\n trial duties. Finally, commitments to obtain informed consent from the research\n18\n subjects, to obtain review of the study by an institutional review board (IRB), and\n19 to adhere to the investigational new drug regulations.\n\n20 67. The IND application process is governed by numerous federal regulations,\n\n21 including 21 CFR \u00a7 312. As detailed herein, unbeknownst to investors, Jasper violated federal\n22\n regulations governing the selection and publication of the investigators selected to participate in\n23\n the BEACON study.\n24\n ii. Phases of Studies\n25\n 68. Per FDA regulations, the clinical investigation of a previously untested drug is\n26\n generally divided into three phases, which are generally conducted sequentially. 21 CFR\n27\n\n28 \u00a7 312.21. Phase 1 includes the initial introduction of the investigational new drug into humans.\n 19\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 23 of 87\n\n\n\n\n 1 21 CFR \u00a7 312.21(a)(1). Phase 1 studies \u201care designed to determine the metabolism and\n\n 2 pharmacologic actions of the drug in humans, the side effects associated with increasing doses,\n 3\n and, if possible, to gain early evidence on effectiveness.\u201d Id. FDA regulations state that the \u201ctotal\n 4\n number of subjects and patients included in Phase 1 studies varies with the drug, but is generally\n 5\n in the range of 20 to 80.\u201d 21 CFR \u00a7 312.21(a)(2).\n 6\n 69. In Phase 1a trials, participants are given single ascending doses of the drug or\n 7\n\n 8 treatment being studies. The patient is monitored for side effects after receiving the first dose. If\n\n 9 none are established, those participants receive a higher dose. Phase 1b trials involve several\n10 groups of participants, each receiving different doses. This offers a faster method of testing\n11\n different dosages because multiple dosages are tested at the same time.\n12\n 70. Phase 2 studies include \u201ccontrolled clinical studies conducted to evaluate the\n13\n effectiveness of the drug for a particular indication or indications in patients with the disease or\n14\n\n15 condition under study and to determine the common short-term side effects and risks associated\n\n16 with the drug.\u201d 21 CFR \u00a7 312.21(b). \u201cPhase 2 studies are typically well controlled, closely\n\n17 monitored, and conducted in a relatively small number of patients, usually involving no more than\n18 several hundred subjects.\u201d Id.\n19\n 71. Phase 2a trials are designed to gather and assess data about dosing requirements,\n20\n that is, to establish optimal dosing for efficacy and safety. Phase 2b trials are intended to\n21\n determine the efficacy of the drug or treatment at a specified dose. Drug sponsors may combine\n22\n\n23 phase 1 and 2 studies in order to answer research questions more quickly and/or with fewer\n\n24 patients.\n\n25 72. If phase 1 and 2 studies are successful, the sponsor can move to phase 3 studies,\n26\n which are \u201cexpanded controlled and uncontrolled trials.\u201d 21 CFR \u00a7 312.21(c). \u201cThey are\n27\n performed after preliminary evidence suggesting effectiveness of the drug has been obtained, and\n28\n 20\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 24 of 87\n\n\n\n\n 1 are intended to gather the additional information about effectiveness and safety that is needed to\n\n 2 evaluate the overall benefit-risk relationship of the drug and to provide an adequate basis for\n 3\n physician labeling.\u201d Id. Phase 3 studies usually include from several hundred to several thousand\n 4\n subjects. Id.\n 5\n iii. Requirements for Investigators\n 6\n 73. The FDA imposes strict regulations on clinical trials for new drug applications,\n 7\n including IND applications. These include regulations regarding the credentials and\n 8\n\n 9 responsibilities of investigators. The sponsor (Jasper in this case) of the application is responsible\n\n10 for selecting qualified investigators (21 CFR \u00a7 312.50) and must \u201cselect only investigators\n11 qualified by training and experience as appropriate experts to investigate the drug.\u201d 21 CFR \u00a7\n12\n 312.53(a).\n13\n 74. FDA regulations for IND applications provide that \u201cinvestigator\u201d refers to \u201can\n14\n individual who actually conducts a clinical investigation (i.e., under whose immediate direction\n15\n\n16 the drug is administered or dispensed to a subject).\u201d Thus, this refers to the doctors at individual\n\n17 study sites who are responsible for directing the administration or dispensation of the drug being\n\n18 studied.\n19 75. Before permitting an investigator to participate in a study, the sponsor must obtain\n20\n their \u201ccurriculum vitae or other statement of qualifications of the investigator showing the\n21\n education, training, and experience that qualifies the investigator as an expert in the clinical\n22\n investigation of the drug for the use under investigation.\u201d 21 CFR \u00a7 312.53(c)(2).\n23\n\n24 76. Further, before permitting an investigator to participate, the sponsor must obtain\n\n25 an investigator\u2019s completed and signed Form FDA 1572, which requires the investigator to\n26 identify their credentials qualifying them as an expert, identify \u201cany medical school, hospital, or\n27\n\n28\n 21\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 25 of 87\n\n\n\n\n 1 other research facility where the clinical investigation(s) will be conducted,\u201d and identify \u201cany\n\n 2 clinical laboratory facilities to be used in the study.\u201d 21 CFR \u00a7 312.53(c)(1).\n 3\n 77. The sponsor must \u201cmonitor the progress of all clinical investigations being\n 4\n conducted under its IND.\u201d 21 CFR \u00a7 312.56(a).\n 5\n 78. Finally, the sponsor must publicly identify in the published protocol very specific\n 6\n \u201cfacility information\u201d for each investigator selected to participate in the study pursuant to 42 CFR\n 7\n\n 8 \u00a7 11.10(b)(31) and 42 CFR \u00a7 11.28(a)(2)(iii)(C).\n\n 9 E. Jasper\u2019s BEACON Study of Briquilimab for CSU\n10 79. As noted above, Defendants announced on June 2, 2023, that \u201c[a]s a result of\n11\n feedback received from the FDA,\u201d they expected to file an IND for briquilimab for the treatment\n12\n of CSU, and dose the first patient in the study, in the second half of 2023. At that time, the study\n13\n was expected to enroll both patients with inadequate responses to omalizumab (aka Xolair) (i.e.,\n14\n omalizumab-failed patients), as well as patients who had never been started on omalizumab (or\n15\n\n16 omalizumab-na\u00efve patients), as reflected in the following slide from the Company\u2019s presentation\n\n17 filed with the SEC on June 2, 2023:\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 22\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 26 of 87\n\n\n\n\n 1 80. On August 11, 2023, Defendant Martell informed investors that during the second\n\n 2 quarter of 2023, Jasper \u201ccontinued [its] preparations to begin a study in chronic\n 3\n spontaneous urticaria, which we anticipate initiating in the coming months.\u201d\n 4\n 81. Then, on October 9, 2023, Defendants issued a press release announcing \u201cthat\n 5\n [Jasper\u2019s] investigational new drug (IND) application for a Phase 1b/2a repeat dose clinical study\n 6\n of subcutaneous briquilimab in the treatment of CSU has been cleared by the U.S. Food and Drug\n 7\n\n 8 Administration.\u201d The press release quoted Defendant Martell as stating that \u201c[c]learance of the\n\n 9 IND for the CSU study is a critical milestone for Jasper, which represents the first step in building\n10 out our pipeline with a focus on treating mast cell diseases with briquilimab.\u201d\n11\n 82. According to the press release:\n12\n The Phase 1b/2a study in CSU is a dose escalation study evaluating repeat doses of\n13 subcutaneous briquilimab in adult CSU patients who remain symptomatic after\n treatment with, or who cannot tolerate omalizumab. The study is expected to\n14 enroll approximately 40 patients across 6 cohorts and the primary endpoints will be\n15 safety and tolerability of briquilimab with secondary endpoints focused on efficacy\n measures and pharmacokinetics. The study will be conducted at sites in the US and\n16 EU and Jasper is expecting to enroll the first patient by the end of 2023 and to be\n able to report data from early cohorts by mid-2024.\n17\n 83. The press release, which was filed with the SEC as an attachment to a Form 8-K,\n18\n\n19 quoted Defendant Tucker as follows:\n\n20 The clearance to proceed by the FDA for our IND allows us to move quickly to\n commence our CSU study in patients who are ineligible for, or refractory to,\n21 omalizumab, which is a patient population of high unmet need. We expect this dose\n escalation study to provide proof of concept for the depletion of mast cells by\n22\n briquilimab as a differentiated mechanism of action in CSU and to help identify\n23 optimal doses and dosing regimens for future registrational studies in the broader\n CSU patient population.\n24\n 84. Defendants also held an \u201cKOL Webinar\u201d on October 11, 2023, with Martell,\n25\n Tucker, and members of Jasper\u2019s expert panel presenting to analysts. During the call, Defendants\n26\n\n27 explained the goal, objectives, and design of the BEACON study.\n\n28\n 23\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 27 of 87\n\n\n\n\n 1 85. The single \u201cStudy Goal\u201d was to \u201cidentify the optimal therapeutic doses & dosing\n\n 2 frequency of subcutaneous briquilimab to inform future registrational trials,\u201d as shown in this\n 3\n slide from the presentation given that day:\n 4\n\n 5\n\n 6\n\n 7\n\n 8\n\n 9\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16 86. As shown in the following slide, which was presented at the October 11, 2023\n\n17 KOL Webinar, the study design called for six cohorts with 38 patients in total. To be eligible to\n\n18 enroll, patients must (1) have had a diagnosis of CSU for at least six months, (2) have a UAS7\n19\n score at least 16, (3) be at least eighteen years old, (4) have failed to achieve an adequate response\n20\n to H1 antihistamines, and (5) have failed to achieve an adequate response to omalizumab. Each\n21\n cohort would receive a different dose and dosing schedule. As shown by the slide, the first two\n22\n cohorts (in Part 1 in the slide) would not be placebo-controlled; the other cohorts would be. Those\n23\n\n24 first two cohorts would receive 10 and 40 mg doses, respectively, at intervals of 4 weeks and then\n\n25 8 weeks. Patients in the Part 2 cohorts would receive doses of 80 mg, 120 mg, and 180 mg, at\n26 intervals of 8 weeks and 12 weeks. Finally, the single cohort in Part 3 would receive a single\n27\n administration of 240 mg with a 36-week follow-up to assess mast cell recovery.\n28\n 24\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 28 of 87\n\n\n\n\n 1\n\n 2\n\n 3\n\n 4\n\n 5\n\n 6\n\n 7\n\n 8\n\n 9\n10\n\n11\n\n12\n 87. Thus, Defendants designed the BEACON study to include only patients who both\n13\n failed H1 antihistamines and had an \u201c[i]nadequate response to omalizumab.\u201d\n14\n\n15 88. Also as shown by the above slide, the \u201ckey assessments\u201d for the study were UAS7\n\n16 scores, UCT scores, mast cell depletion and recovery (as measured by the presence of serum\n\n17 tryptase, 5 skin biopsies to measure the presence of mast cells, and skin prick tests to measure the\n18\n skin\u2019s response to codeine). The safety of the doses given in the study, measured by the\n19\n occurrence of treatment-emergent adverse events and serious adverse advents, was also a key\n20\n assessment.\n21\n 89. During that October 11, 2023 call, an analyst asked Defendant Martell whether\n22\n\n23 \u201cwhen you operationalize, you know, later stage studies, any synergies between the CSU sites\n\n24 and potentially the chronic inducible urticaria sites?\u201d In response, Martell stated: \u201cAbsolutely.\n25 Synergies between CSU and CIndU site, these are largely the same centers both in Europe and\n26\n\n27\n 5\n A patient\u2019s blood is drawn to measure serum tryptase levels, which may be used as a marker of\n28 mast cell activity. Tryptase is a serine protease released by mast cells.\n 25\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 29 of 87\n\n\n\n\n 1 US that treat these patients.\u201d This communicated to investors that the sites used in the BEACON\n\n 2 study were \u201ccenters\u201d with experience treating either CSU and CIndU, and most of them\n 3\n (\u201clargely\u201d) were experienced with both CSU and CIndU\n 4\n 90. According to FE-1, the FDA approved the BEACON study with strict eligibility\n 5\n requirements that inclusion was limited to patients who failed omalizumab treatment because\n 6\n omalizumab was the industry standard. Thus, as a matter of patient protection, \u201cif the patient\n 7\n\n 8 could be successfully treated with omalizumab, then they shouldn\u2019t be enrolled on an\n\n 9 experimental drug.\u201d FE-1 added, \u201cThere\u2019s no need for them to use an experimental drug if they\n10 find success with [omalizumab.]\u201d This was constantly communicated to FE-1 internally at Jasper.\n11\n 91. The following month, on November 30, 2023, the Company revealed that the study\n12\n was named BEACON and\n13\n that the first patient has been dosed in Jasper\u2019s phase 1b/2a clinical study of\n14 subcutaneous briquilimab for the treatment of CSU called BEACON (a phase\n15 1b/2a Briquilimab dose Escalation trial assessing ACtivity, safety, and\n pharmacOkinetics iN adult patients with chronic spontaneous urticaria). The\n16 BEACON study is evaluating repeat doses of subcutaneous briquilimab in adult\n CSU patients who remain symptomatic after treatment with, or who cannot tolerate,\n17 omalizumab.\n18 92. According to Defendant Tucker, as he was quoted in Jasper\u2019s November 30, 2023\n19\n press release:\n20\n In addition to gathering safety data in CSU patients who are ineligible for, or\n21 refractory to, omalizumab, we expect the study to establish proof of concept for the\n depletion of mast cells by briquilimab in CSU. Results from the trial should also\n22\n allow us to determine doses and dosing regimens for future registrational studies\n23 in the broader CSU patient population. We look forward to providing enrollment\n updates as we progress through the cohorts and anticipate reporting preliminary\n24 data in mid-2024.\n\n25 93. Defendant Martell emphasized that they were moving rapidly, stating that\n26\n \u201c[t]reating the first patient so shortly after IND clearance is a testament to the hard work and\n27\n diligence that Ed and his team put into the BEACON study\u2019s launch.\u201d\n28\n 26\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 30 of 87\n\n\n\n\n 1 94. Unbeknownst to investors, these statements were misleading. Defendants were\n\n 2 pushing a timeline they could not achieve and included undisclosed risks. The BEACON trial\n 3\n protocol, as it existed at the time of these statements, included only patients who had failed or\n 4\n could not take omalizumab. The BEACON trial, which was enrolling only the small subset of\n 5\n CSU patients who could not be treated by antihistamines or omalizumab, could not be sufficient\n 6\n to determine doses and dosing regimens for a registrational study in the broader CSU patient\n 7\n\n 8 population that was omalizumab-na\u00efve.\n\n 9 95. To conduct a registrational study in the broader CSU population, Jasper would\n10 have to amend the BEACON protocol to add additional cohorts of patients who were omalizumab\n11\n na\u00efve. As Defendants knew, amending the BEACON protocol to add more cohorts would add\n12\n both delay and risk to the timeline that Jasper set forth to investors. Defendants continued to push\n13\n this misleading timeline. During a January 9, 2024 presentation, Defendants represented that the\n14\n\n15 BEACON study set the stage for the Phase 2b/3 stage of the program to begin in the second half\n\n16 of 2025, as shown by the following slide:\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 27\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 31 of 87\n\n\n\n\n 1 96. Jasper did in fact raise financing shortly after issuing the November 30, 2023 press\n\n 2 release and the January 9, 2024 presentation touting the timeline for moving into a registrational\n 3\n study of briquilimab. On February 6, 2024, Jasper issued a press release announcing it had sold\n 4\n 3,900,000 shares to the public at an offering price of $12.95 per share, raising $50 million. The\n 5\n proceeds were to be used to fund \u201cdevelopment programs of briquilimab.\u201d Jasper\u2019s prospectus\n 6\n did not disclose that Jasper would need to include additional cohorts in the BEACON trial or that\n 7\n\n 8 the addition of those later cohorts carried substantial risk and delay to obtaining FDA approval of\n\n 9 briquilimab.\n10 97. On February 13, 2024, at the Oppenheimer Healthcare Life Sciences Conference,\n11\n Defendant Martell assured investors \u201cour current working plan is that we should be on schedule\n12\n for this year and should we hit the end points that we look to, that we could be in a registrational\n13\n clinical trial in the second half of 2025.\u201d Martell further noted that while the current \u201cclinical trial\n14\n\n15 is only patients who are oma-experienced. Those patients that have the highest unmet medical\n\n16 need. A registrational trial will take all-comers unmet medical need, our registrational trial we\u2019ll\n\n17 take all comers to it.\u201d 6\n18\n 98. Defendants would continue to misleadingly push this timeline throughout 2024\n19\n and early 2025.\n20\n 99. On October 15, 2024, Defendants announced that Jasper \u201cexpects to report initial\n21\n data from all cohorts of the BEACON study in CSU during the week of January 6th, 2025,\n22\n\n23 including the recently added 180mg Q8W dose cohort.\u201d\n\n24 100. The next month, on November 7, 2024, Defendants announced that they had\n25 obtained \u201cregulatory clearance in the US and the EU to further expand the BEACON study in\n26\n\n27\n 6\n28 Defendants and analysts at times referred to omalizumab as simply \u201coma.\u201d\n 28\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 32 of 87\n\n\n\n\n 1 CSU by adding a 360mg single-dose cohort (n=4).\u201d Per Defendants, patient enrollment in that\n\n 2 cohort had already been completed, and data was expected to be reported in the first half of 2025.\n 3\n The results of this latest 360mg single-dose cohort would not be ready for the initial BEACON\n 4\n data update to be given during the week of January 6, 2025.\n 5\n 101. Defendants also announced on November 7, 2024 that they had commenced \u201can\n 6\n open-label extension study in chronic urticarias that will roll over patients from the BEACON\n 7\n\n 8 and SPOTLIGHT studies upon completion of their initial follow up period.\u201d 7 An \u201copen label\u201d\n\n 9 study is a non-blinded study; both the health providers and the patients are aware of the drug or\n10 treatment being given. An \u201cextension\u201d study is a follow-up clinical trial where participants from\n11\n a completed \u201cparent\u201d trial continue to receive the drug being studied. This allows the collection\n12\n of data regarding the long-term safety, tolerability, and effectiveness of the drug.\n13\n F. Defendants Face Pressure to Make Quick Progress, Enroll More Patients,\n14 and Test Higher Doses of Briquilimab\n15\n 102. Defendants\u2019 emphasis on rapidly securing FDA approval to market briquilimab\n16\n for CSU reflected two critical circumstances. First, as a development-stage company, Jasper\n17\n generated no revenue and thus relied on raising capital from investors. The Company incurred\n18\n\n19 $64.5 million in net losses in 2023, and $71.3 million in 2024, and disclosed that \u201c[w]e will need\n\n20 to raise additional financing to continue our products\u2019 development for the foreseeable future, and\n\n21 will continue to need to do so until we become profitable.\u201d Indeed, Jasper acknowledged that it\n22 \u201chas incurred significant losses and negative cash flows from operations since its inception that\n23\n raise substantial doubt about its ability to continue as a going concern.\u201d\n24\n 103. Second, Jasper was also in a race to market with other products in development, in\n25\n particular barzolvolimab, an investigational drug which was being developed by Celldex\n26\n\n27\n\n28 7\n The SPOTLIGHT study was a Phase 1b/2a study of briquilimab for CIndU.\n 29\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 33 of 87\n\n\n\n\n 1 Therapeutics, Inc. (\u201cCelldex\u201d), and which showed significant promise for treating mast-cell\n\n 2 driven diseases. Defendants identified Celldex as its primary competitor in the CSU market, and\n 3\n recognized that Jasper\u2019s \u201ccommercial opportunity could be reduced or eliminated if [its]\n 4\n competitors develop and commercialize product candidates that are safer, more effective, have\n 5\n fewer or less severe side effects, are more convenient or are less expensive than our product\n 6\n candidates or that would render our product candidates obsolete or non-competitive.\u201d FE-1\n 7\n\n 8 reported that Celldex was \u201cone of the major competitors\u201d as it was \u201cin a similar sphere\u201d and was\n\n 9 also targeting the CSU indication. FE-5, a Senior Associate Scientist at Jasper from mid-2022\n10 until early June 2025, corroborated this, stating that at Jasper, Celldex\u2019s product barzolvolimab\n11\n was considered the \u201cbenchmark,\u201d and that the Company manufactured a compound similar to\n12\n barzolvolimab (which it could not obtain because it was not yet on the market) in order to conduct\n13\n internal studies comparing that compound to briquilimab.\n14\n\n15 104. FE-1 reported that Celldex and barzolvolimab were discussed during all-hands\n\n16 meetings, and that senior leadership would discuss data released by Celldex in order to explain\n\n17 the decisions they were making with respect to briquilimab for CSU. In fact, when Jasper sent a\n18\n team to a World Health Organization conference in February or early March of 2025, where\n19\n Celldex also was presenting data at a poster session, Jasper senior management encouraged the\n20\n Jasper employees attending the conference to scope out Celldex\u2019s materials to see what data they\n21\n presented and the progress of their studies, according to FE-1.\n22\n\n23 105. Defendants repeatedly acknowledged the significance of Celldex as a competitor.\n\n24 When Defendants announced on June 2, 2023 that they expected to file the IND for briquilimab\n\n25 for CSU in the second half of 2023, they acknowledged \u2013 as investors were already well aware \u2013\n26\n that in Celldex\u2019s Phase 1b study, barzolvolimab showed efficacy in CSU patients. And, during\n27\n\n28\n 30\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 34 of 87\n\n\n\n\n 1 the Company\u2019s presentation at the Oppenheimer Healthcare Life Sciences Conference on\n\n 2 February 13, 2024 call, Defendant Martell began his remarks by stating\n 3\n In 2023, we really set the stage strategically and operationally to launch us into\n 4 2024, where in 2023, we announced that we would be strategically reprioritizing\n the company on masts and stem cells, mast cells rather, and specifically in chronic\n 5 spontaneous urticaria and inducible urticaria. And we announced at the beginning\n of this year that [sic] We announced at the beginning of this year that those trials\n 6 are open in the US and the EU and we\u2019re enrolling actively for those trials and have\n highlighted that we anticipate initial clinical data from the CSU clinical trial mid\n 7\n this year. So the high anticipation for the data that we know that the investment\n 8 community would like to have to compare directly to Celldex with similarly\n designed clinical trials, patient populations, endpoints. So we\u2019re really looking\n 9 forward to turning over the data card from this clinical trial in midyear.\n10 106. Similarly, during the November 30, 2023 Piper Sandler Healthcare Conference,\n11\n one of Jasper\u2019s presenters (which, on information and belief, was Defendant Martell) noted, with\n12\n respect to the BEACON study, that \u201c[a]nd this study, specifically, when we started having internal\n13\n discussions and conversations with the agency, it was critical to us that not only did we need to\n14\n\n15 produce data from this study and design it so that we could demonstrate how we could compare\n\n16 against Celldex.\u201d\n\n17 107. Moreover, Celldex was farther along in the FDA approval process for\n18\n barzolvolimab than Jasper was with briquilimab. The Company acknowledged that it faced the\n19\n risk that its competitors, including Celldex, \u201cmay obtain FDA or other regulatory approval for\n20\n their product candidates more rapidly than we may obtain approval for ours, which could result\n21\n in our competitors establishing a strong market position before we are able to enter the market.\u201d\n22\n\n23 108. In addition, the Company faced pressure to enroll more patients in the BEACON\n\n24 study. First, a greater sample size yields more robust results, as investors were aware. For\n\n25 instance, when the Company released initial data on January 8, 2025, an Oppenheimer analyst\n26\n report stated that \u201cinvestors see the data as mixed\u2014partly due to the small patient numbers.\u201d\n27\n Second, and more specifically, a larger sample size would be more likely to mitigate the negative\n28\n 31\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 35 of 87\n\n\n\n\n 1 impact of patients who did not respond to briquilimab, including because they did not in fact have\n\n 2 CSU, as Defendants later acknowledged. FE-5 reported that when the January 2025 readout was\n 3\n announced internally (which was likely done by Defendant Martell, and that either Martell or\n 4\n Tucker typically presented data updates internally), leadership acknowledged that the strength of\n 5\n the data was undermined by the fact that the \u201cN was low.\u201d There simply weren\u2019t enough patients\n 6\n to draw strong conclusions from the data. FE-5 recalled that, during the meeting, the need for\n 7\n\n 8 Jasper to enroll additional patients in the BEACON study was discussed.\n\n 9 109. Lastly, Defendants faced pressure from investors to test higher doses of\n10 briquilimab for CSU. FE-1 reported that there was pressure on Jasper from investors to test higher\n11\n dosages because Celldex had done so. During the Company\u2019s October 11, 2023 KOL Webinar,\n12\n an analyst asked Defendant Martell:\n13\n Any inclination as to do you think that you will hit the highest dose of 250\n14 milligrams, 240 milligrams? Do you think there\u2019s a potential you might even be\n15 able to go higher than that? Or do you need to go higher than that? And, obviously,\n that\u2019s sort of a speculative question.\n16\n And sort of also how do you sort of look at your doses that you\u2019re studying relative\n17 to the barzo dosing, right? Because, obviously, barzo is also running a\n subcu[taneous] study in Phase 2. I mean, is there anything \u2013 is there any way to\n18 translate the dosing at this point? Obviously, it\u2019s very early.\n19\n 110. In response, Defendant Martell stated that\n20\n one of the key differences here we see between their program and ours is really the\n21 objective of our clinical trial, and it goes to the heart of your question, is that we\u2019re\n approaching this from an optimum biologic dosing standpoint.\n22\n\n23 Currently, Celldex is taking a very linear approach to their dosing, classic dosing\n schedule and we understand why they did it. But again, at the top of my remarks,\n24 you know, Jasper leads with the biology and we think it\u2019s critical to \u2013 and hopefully,\n you\u2019ve understood this morning that explore the doses that it takes to deplete the\n25 mast cell. And then, equally as important, the timing of the dose and the amount\n once those mast cells start to return. And so, we think that that is critical for both\n26\n the efficacy and the safety for the development of briquilimab.\n27\n And lastly, I think as it relates to your question about the 280 milligram, we\n28 certainly think we will have efficacious doses below the 280 milligram. We\u2019re\n 32\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 36 of 87\n\n\n\n\n 1 largely exploring the 280 milligram. Maybe, if you could think about it in more sort\n of an induction type of a dose, if you will, that certainly from all of our early data,\n 2 as well as the barzo data, we think with briquilimab potency that we will be able\n to deplete the mast cells and have durability of that response deplete the mast cells\n 3\n and have durability of that response at the doses below 280. And that\u2019s why we\n 4 see the 280, there is not a second dose that\u2019s contemplated because we\u2019re looking\n at more sort of an induction type of strategy there.\n 5\n 111. According to FE-1, who learned this information through all-hands meetings\n 6\n and/or their superior, though Jasper leadership initially believed that lower doses were sufficient,\n 7\n\n 8 and thus it was not necessary to test higher doses, the Company belatedly changed course in order\n\n 9 to placate investors. After all, the Company relied on the investment community to fund its\n10 operations for an unknown period of time until it could commercialize a product. However, this\n11\n pivot to include later doses was late in the trial, in late 2024 or early 2025. This is consistent with\n12\n the Company\u2019s November 7, 2024 announcement that it had obtained \u201cregulatory clearance in the\n13\n US and the EU to further expand the BEACON study in CSU by adding a 360mg single-\n14\n\n15 dose cohort (n=4); patient enrollment in this cohort has completed,\u201d and \u201c[d]ata from the recently\n\n16 added 360mg single-dose cohort is expected to be reported later in the first half of 2025,\u201d but\n\n17 would not be ready for the initial data update in early January 2025. Thus, once Defendants\n18\n decided to add more patients, they were under pressure to do so quickly so as not to delay the\n19\n progress of the BEACON study and the commencement of a registrational study for briquilimab\n20\n in CSU.\n21\n G. In Violation of FDA Regulations, Defendants Remove Information about the\n22\n BEACON Study Sites from ClinicalTrials.gov\n23\n 112. Section 801 of the Food and Drug Administration Amendments Act of 2007\n24\n (\u201cFDAAA 801\u201d) requires the responsible party for an applicable clinical trial (\u201cACT\u201d) to register\n25\n the trial on ClinicalTrials.gov. A trial conducted under an IND application is an ACT. 42 CFR \u00a7\n26\n\n27 11.10. For the BEACON study, Jasper was the responsible party, according to the information it\n\n28\n 33\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 37 of 87\n\n\n\n\n 1 submitted to ClinicalTrials.gov for the BEACON study. 8 FDA regulations required Jasper to\n\n 2 submit specific information, including \u201cFacility Information,\u201d which means, \u201cfor each\n 3\n participating facility in a clinical trial,\u201d the \u201cFacility Name, meaning the full name of the\n 4\n organization where the clinical trial is being conducted,\u201d and \u201cFacility Location, including city,\n 5\n state, country and zip code for U.S. locations (including territories of the United States) and city\n 6\n and country for locations in other countries.\u201d 42 CFR \u00a7 11.10(b)(31); 42 CFR \u00a7\n 7\n\n 8 11.28(a)(2)(iii)(C). In addition, \u201cFacility Information\u201d includes either\n\n 9 (A) For each facility participating in a clinical trial, Facility Contact, including the\n name or title, telephone number, and email address of a person to whom\n10 questions concerning the trial and enrollment at that site can be addressed; or\n11\n (B) Central Contact Person, including the name or title, toll-free telephone number,\n12 and email address of a person to whom questions concerning enrollment at any\n location of the trial can be addressed.\n13\n 113. When Jasper first registered the BEACON study on ClinicalTrials.gov, it disclosed\n14\n\n15 the required information, providing the name and location of the sole facility included in the study\n\n16 at that time, as well as the name, telephone number, and email address of a person at the facility.\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22 114. As the study progressed, Jasper amended the protocol three separate times in\n23 January, February, and March 2024, and submitted the required information for other study sites\n24\n to ClinicalTrials.gov. However, on May 15, 2024, Jasper removed all site names and replaced\n25\n\n26\n\n27\n\n28 8\n https://clinicaltrials.gov/study/NCT06162728\n 34\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 38 of 87\n\n\n\n\n 1 them with site numbers that it used internally (except for the Little Rock site listed above). For\n\n 2 instance, the \u201cSouth FL Research Clinic\u201d in Miami, Florida became \u201cSite 113\u201d:\n 3\n\n 4\n\n 5\n\n 6\n 115. Beginning at that time, new sites were identified only by city, state, and zip code\n 7\n (and Jasper\u2019s internal site numbering not known to the public), as in this example:\n 8\n\n 9\n10\n\n11\n\n12 116. Thus, after the fifth amendment to the BEACON protocol on May 15, 2024,\n\n13 Defendants concealed the names of facilities and investigators newly added to the BEACON\n14 study.\n15\n 117. The sixth, seventh, eighth, and ninth versions of the protocol continued to conceal\n16\n the Facility Information for each site and investigator selected by Jasper to participate in the\n17\n BEACON trial. This is a clear violation of 42 CFR \u00a7 11.10(b)(31) and 42 CFR \u00a7\n18\n\n19 11.28(a)(2)(iii)(C).\n\n20 118. By refusing to disclose the Facility Information (including location name or any\n\n21 contact information), as required by federal regulations, Defendants were able to conceal from\n22 investors that Jasper had, in its rush to enroll patients, chosen unqualified facilities and\n23\n investigators to participate in the BEACON trial.\n24\n 119. In addition, FDA regulations required the BEACON protocol to include a Central\n25\n Contact Person. Jasper listed Defendant Tucker as that person for the first seven versions of the\n26\n\n27 published BEACON protocol. When Jasper amended the protocol for the eighth time on January\n\n28 31, 2025, to include the pivotal cohorts 7 and 8, which ultimately included misdiagnosed CSU\n 35\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 39 of 87\n\n\n\n\n 1 patients, Defendant Tucker was no longer listed as the central contact person and his name was\n\n 2 replaced with a generic reference to \u201cMedical Director\u201d as shown below. 9\n 3\n\n 4\n\n 5\n\n 6 120. Jasper has not disclosed that it has a \u201cMedical Director\u201d title nor any person\n\n 7 bearing that title.\n 8\n 121. By contrast, Jasper\u2019s competitor Celldex provided the required Facility\n 9\n Information on the ClinicalTrials.gov page for a study of barzolvolimab, as shown by the\n10\n following excerpt:\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n 9\n Despite this change, the fact that Defendant Tucker was originally listed as the Central Contact\n28 Person for the BEACON study contributes to a strong inference of his scienter.\n 36\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 40 of 87\n\n\n\n\n 1\n\n 2\n\n 3\n\n 4\n\n 5\n\n 6\n\n 7\n\n 8\n\n 9\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n 122. Thus, Jasper not only chose unqualified investigators and facilities to participate\n17\n\n18 in the enrollment of patients in the BEACON trial, but also concealed the Facility Information\n\n19 that FDA regulations require to be published on the FDA\u2019s website, which information could\n\n20 have revealed to investors (and others) that Jasper had cut corners in violation of federal law in\n21 an effort to catch up with Celldex and enroll more patients.\n22\n H. Defendants Tout Initial Data from the BEACON Study; The Market\n23 Reaction is Not As Positive\n\n24 123. On January 8, 2025, Defendants announced \u201cpositive preliminary data from\n25 Jasper\u2019s ongoing BEACON Phase 1b/2a study of subcutaneous briquilimab in adult participants\n26\n with CSU.\u201d These initial results, as noted above, did not include the 360mg single-dose cohort\n27\n referenced in Defendants\u2019 November 7, 2024 announcement.\n28\n 37\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 41 of 87\n\n\n\n\n 1 124. Defendants\u2019 January 8, 2025 press release quoted Dr. Casale as stating: \u201cI am\n\n 2 excited to see the preliminary clinical data which demonstrated that treatment with briquilimab\n 3\n led to rapid and durable symptom control in patients with CSU, especially given the omalizumab-\n 4\n experienced population enrolled in the BEACON study.\u201d\n 5\n 125. Defendants noted that patients enrolled in the BEACON study had \u201cmoderate to\n 6\n severe CSU and were omalizumab experienced,\u201d and emphasized that the \u201c[c]linical responses in\n 7\n\n 8 this hard-to-treat population are encouraging for a broader CSU population.\u201d\n\n 9 126. Defendants also reminded investors that Jasper\u2019s \u201c[r]egistrational program in CSU\n10 expected to commence second half of 2025.\u201d\n11\n 127. Defendants announced, however, that before that registrational program would\n12\n begin, the Company would enroll patients into two new cohorts \u201cof 240mg Q8W and 240mg\n13\n induction dose followed by 180 Q8W,\u201d as reflected in the slide below from the investor call that\n14\n\n15 Defendants held that same day:\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 38\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 42 of 87\n\n\n\n\n 1 128. In that January 8, 2025 investor call, Defendant Martell told analysts that \u201c[r]esults\n\n 2 of these cohorts are expected by midyear 2025 and will support a well-informed data-driven\n 3\n decision in consultation with regulatory authorities regarding which doses and regimens to bring\n 4\n forward.\u201d Similarly, Martell emphasized that \u201conce we conclude the dosing of 240 milligram as\n 5\n a Q8 week and a 240 milligram induction followed by the 180 milligram[,] that will really inform\n 6\n us about what a subsequent dose might look like here.\u201d\n 7\n\n 8 129. The addition of these two cohorts reflected the necessity to test omalizumab-na\u00efve\n\n 9 patients in the BEACON study before being able to conduct a registrational study on the broader\n10 CSU population, as well as investor pressure for Defendants to increase the study\u2019s sample size\n11\n and test higher doses. Defendants represented that the decisions to add two new cohorts and\n12\n eliminate the omalizumab requirement were simply ways to get more data and \u201cinform\u201d the\n13\n decision of what dose to study in future trials. Defendants never explained, or even mentioned,\n14\n\n15 the risks presented by these decisions, nor those presented by the addition of unqualified study\n\n16 sites.\n\n17 130. During the investor call, Defendant Tucker explained that these results for patients\n18\n \u201crefractory to all available and approved therapies\u201d (i.e., antihistamines and omalizumab), \u201cbodes\n19\n very well for a broader population of patients, not only those that are oma experienced and failed\n20\n oma patients, but also a broader population of patients as well who are oma na\u00efve. And we\u2019d like\n21\n to explore that in our registrational program.\u201d Thus, Defendants intended to include a \u201cbroader\n22\n\n23 population\u201d of omalizumab-na\u00efve patients in the registrational program for briquilimab in CSU.\n\n24 131. Accordingly, Defendant Martell disclosed that for the two \u201cadditional cohorts of\n\n25 240mg Q8W and 240mg induction dose followed by 180mg Q8W,\u201d Jasper \u201cwould look to enroll\n26\n both oma-na\u00efve and oma-experienced patients.\u201d Martell did not disclose that this change to the\n27\n patient eligibility criteria increased the risk of enrolling patients without CSU, nor that testing\n28\n 39\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 43 of 87\n\n\n\n\n 1 omalizumab-na\u00efve patients was necessary to support a registrational study for the broader\n\n 2 population (including omalizumab-na\u00efve patients) for which Jasper sought FDA approval.\n 3\n 132. Not all of the data released was \u201cpositive,\u201d as Defendants touted. Though certain\n 4\n cohorts showed excellent results, the critical 180 mg dose arm of the study underperformed. In\n 5\n fact, the 120 mg dose cohort had a greater response to briquilimab than the 180 mg cohort. The\n 6\n poor test results in the 180 mg dose arm injected uncertainty and delay into the strict timeline\n 7\n\n 8 Jasper needed to meet to be able to compete with Celldex. Investors and analysts were keenly\n\n 9 focused on the poor results in the 180mg dose. Analysts pressed Defendants on the issue during\n10 the January 8, 2025 call, with one asking:\n11\n But on other metrics, the 120 milligram arm outperformed the 180 milligram arm\n12 and you touched on this in the call but any more color you can provide here? I\n mean, I guess is this just noise given the tryptase data?\n13\n 133. Defendant Tucker\u2019s response attributed the poor results for the 180 mg cohort to\n14\n\n15 the inclusion in that cohort of two patients who had been misdiagnosed as having CSU. Tucker\n\n16 stated:\n\n17 I alluded to this in my presentation that we did see, I think fantastic dose responses\n from a biology perspective. And we also looked at our PK, so everything behaved,\n18 but we saw two patients that potentially have an alternative diagnosis. And in\n19 small numbers in these cohorts, it can significantly impact the rates as we show\n for a well-controlled and complete responses.\n20\n 134. In light of this, analysts asked directly about whether the enrollment of\n21\n misdiagnosed CSU patients would cause more problems as Jasper continued the BEACON study.\n22\n\n23 For example, later in the call on January 8, 2025, an analyst inquired about the steps taken by\n\n24 Jasper to prevent the enrollment of patients who did not have CSU, asking whether Jasper had\n\n25 taken \u201cany efforts to mitigate the differential diagnoses during screening moving forward? If you\n26\n have any strategies to ensure that the patients have urticaria.\u201d\n27\n\n28\n 40\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 44 of 87\n\n\n\n\n 1 135. In response, Defendant Tucker assured investors that this issue \u201crarely happens\u201d\n\n 2 and that Jasper\u2019s BEACON protocol for inclusion/exclusion criteria gave him confidence the\n 3\n Company could properly enroll only true CSU afflicted patients. Defendant Tucker stated:\n 4\n Yeah. I mean, it\u2019s certainly a challenge for ensuring that all patients included in\n 5 a clinical study are our target population. Now, we are subject to small numbers\n in these cohorts, and so one or two patients can certainly have a dramatic effect\n 6 on your study. As we move through into our registrational program, those studies\n will be much larger and so can accommodate single and small numbers of patients\n 7\n who may not actually have the appropriate diagnosis. Sometimes this happens when\n 8 we talk to our KOLs. That diagnosis can be a misdiagnosis for CSU. It rarely\n happens.\n 9\n But in a patient population that is refractory to omalizumab, I think we probably\n10 enriched for that potential to occur in our study. In the future studies we will\n11 continue with our inclusion/exclusion criteria and I think we can maintain a\n population of CSU patients that is representative of the broader population in the\n12 community.\n\n13 136. When another analyst later asked a question \u201ctrying to understand\u201d how the 180mg\n14 cohort had included misdiagnosed CSU patients,\u201d Defendant Tucker responded that Jasper would\n15\n ensure proper diagnosis in the future and that the prior cohorts, because they were omalizumab\n16\n refractory, were more likely to be misdiagnosed.:\n17\n Yeah. Again, I think we\u2019re hostage to small n[umber]s and certainly we\u2019ll be\n18 taking a look at the 180 milligram Q12 week similarly for ensuring diagnosis. As\n19 I mentioned earlier, this is an enriched population of patients who are refractory to\n approved therapies. And so we potentially have brought patients in who potentially\n20 may have been diagnosed. That\u2019s certainly something which we discussed with all\n our KOLs, and that was certainly something that pointed to immediately on\n21 seeing the 180 milligram data, particularly when we see the biological effects with\n the tryptase going down to below LLOQ.\n22\n\n23 137. Despite these conversations that Defendants had \u201cwith all our KOLs\u201d regarding\n\n24 the potential to enroll patients without CSU, they failed to disclose that opening the study to\n\n25 omalizumab-na\u00efve patients heightened the risk of enrolling patients without CSU. Further,\n26\n Defendants did not disclose that they were adding unqualified investigators and sites to the\n27\n\n28\n 41\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 45 of 87\n\n\n\n\n 1 BEACON study to speed up patient enrollment, which further heightened the risk of enrolling\n\n 2 patients without CSU.\n 3\n 138. Approximately two months later, on March 1, 2025, Defendants Martell and\n 4\n Tucker, and Dr. Martin Metz, presented regarding BEACON study results at the annual meeting\n 5\n of the American Academy of Allergy, Asthma, and Immunology (\u201cAAAAI\u201d). During his\n 6\n remarks, Dr. Metz addressed the issue, first disclosed on January 8, 2025, that the 180 mg cohort\n 7\n\n 8 showed a lesser response to briquilimab than the 120 mg cohort. Dr. Metz explained:\n\n 9 This is sensitivity analysis, meaning that two patients were excluded from this and\n there was a reason to do that. Because these two patients, they were in the 180,\n10 both were in the 180 mg Q8 cohort and they had\u2014they did show a complete\n11 reduction in tryptase, so their mast cells were gone, but the symptoms were still\n there. So this tells us that these patients were most likely not CSU patients because\n12 you can\u2019t have both signs and symptoms without having mast cells. We can\n discuss this also later. There are differential diagnoses, mostly likely urticaria\n13 vasculitis. Super rare possibility also of inflammatory disease. I doubt that this is\n the case but urticaria vasculitis is something that can be a confounder.\n14\n\n15 139. Defendants did not disclose to investors that they had selected investigators who\n\n16 were not qualified by training and experience as experts to participate in the BEACON trial, and\n\n17 capable of following the BEACON trial protocol to enroll only those patients meeting the\n18 enrollment criteria, nor that the risks of enrolling improperly diagnosed CSU patients would be\n19\n heightened in BEACON cohorts 8 and 9. Defendants misled investors about the risks of removing\n20\n the requirement that patients first try and fail omalizumab, which Defendants only later\n21\n acknowledged increased the risk of enrolling patients who did not even have CSU. Defendants\n22\n\n23 failed to warn investors of this fact despite acknowledging the enrollment of misdiagnosed CSU\n\n24 patients in the 180mg cohort had already adversely affected Jasper\u2019s timeline for obtaining FDA\n\n25 approval of briquilimab.\n26\n 140. Dr. Metz also presented the following slide comparing changes in UAS7 scores at\n27\n week 12 of studies of five drugs, including briquilimab:\n28\n 42\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 46 of 87\n\n\n\n\n 1\n\n 2\n\n 3\n\n 4\n\n 5\n\n 6\n\n 7\n\n 8\n\n 9\n10\n\n11\n\n12\n 141. Later in the call, an analyst asked\n13\n A question about the omalizumab experience. Would you consider these to be\n14 omalizumab experienced or inadequate responders, or nonresponders? How did\n15 you define that in the Phase 2 study, and how do you look at it going forward in\n the next stage trials? Also, if you have any input from payers, either in the U.S. or\n16 overseas.\n\n17 142. Defendant Tucker began his response by stating that \u201cthe vast majority of patients\n18 who are motivated to come into our trial must have experienced omalizumab before coming. That\n19\n was an entry criteria.\u201d Tucker explained that that included \u201cthose that simply don\u2019t get a response\n20\n at all or it\u2019s very, very delayed,\u201d as well as \u201cpatients who have essentially had I would say minimal\n21\n improvements in their UAS7.\u201d Tucker did not discuss the fact that removing the omalizumab\n22\n\n23 requirement heightened the risk of enrolling patients without CSU; indeed, he did not discuss that\n\n24 change in the study design at all.\n\n25 143. Defendant Martell added that \u201cfor the additional cohorts that we\u2019re adding here\n26\n for BEACON, we\u2019re now enrolling oma-na\u00efve patients as well,\u201d but he did not warn investors of\n27\n\n28\n 43\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 47 of 87\n\n\n\n\n 1 the risks presented by the changes to the BEACON study design and the addition of unqualified\n\n 2 study sites.\n 3\n 144. Defendants failed to note these risks even as they emphasized the importance of\n 4\n additional cohorts 8 and 9. When an analyst asked \u201cWhat is your latest thinking regarding dose\n 5\n selection moving forward in development? And how do you view your data in light of the\n 6\n competitive landscape?,\u201d Defendant Tucker\u2019s response noted that\n 7\n\n 8 BEACON is going to be extremely informing for us, especially with the extra data\n that we\u2019re generating from the latter cohorts, which fill in the exposure response\n 9 and the PK analysis which were ongoing and we\u2019ll have again more fulsome data\n from these higher dose cohorts.\n10\n\n11 145. Defendant Martell also emphasized the importance of the data from Cohorts 8 and\n\n12 9, stating that \u201c[w]e really look forward to the mid-year data when we have enough of a cohort,\u201d\n\n13 meaning more data from more patients.\n14 146. Throughout the first half of 2025, Defendants continued to misrepresent and\n15\n conceal the risks associated with the cohorts 8 and 9 of the BEACON study, including\n16\n Defendants\u2019 choice to disregard federal regulations in selecting investigators and the enrollment\n17\n of patients with only \u201cminimal\u201d CSU documentation. Further, Defendants spoke about the change\n18\n\n19 to the enrollment criteria for cohorts 8 and 9 without disclosing that this heightened risk of\n\n20 improperly enrolling patients without CSU.\n\n21 147. For example, on March 1, 2025, Defendants spoke at the American Academy of\n22\n Allergy, Asthma, and Immunology (AAAAI) Annual Meeting. Defendants\u2019 answers to the final\n23\n analyst question during this call explained why Defendants removed the omalizumab requirement\n24\n from the BEACON study. The analyst asked: \u201cWhat was the rationale for adding omalizumab-\n25\n na\u00efve patients to the additional cohorts in BEACON? Can we assume that that change will go\n26\n\n27 forward to future studies?\u201d\n\n28 148. Defendant Martell stated that \u201c[i]t absolutely will go forward into future studies.\u201d\n 44\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 48 of 87\n\n\n\n\n 1 149. Dr. Metz then added:\n\n 2 Yes, it needs to. Because if you go into studies leading to Phase 3 studies and if\n you then only go for oma non-responders, well, this is your population that you\u2019re\n 3\n dealing with, and then you can only get it approved for patients that are oma non-\n 4 responders. This is not what we want to have. So, you need to be able to show that\n you have efficacy over all of these patients and then you have a drug for all of\n 5 these patients. That would certainly be my advice that you should not\u2014I mean it\n makes sense at this point to look at these oma non-responders because it\u2019s the most\n 6 severe patient population and you get them also faster recruited into these trials, but\n at some point you have to show that it works in CSU in all of these patients.\n 7\n\n 8 150. Thus, Jasper had to include \u201comalizumab-na\u00efve patients [in] the additional cohorts\n\n 9 in BEACON\u201d because without testing briquilimab in such patients, \u201cyou can only get it approved\n10 for patients that are oma non-responders,\u201d which would drastically limit the market for\n11\n briquilimab to treat CSU.\n12\n 151. Defendant Tucker added:\n13\n I would just add two comments there as well to Pete\u2019s question. Thanks, Pete, for\n14 asking. The first is I think it\u2019s scientifically the right thing to do to study both\n15 populations, both the oma na\u00efve and also the oma treated. The data we\u2019ve shown\n here today is in the oma experienced that have been refractory. This is the\n16 toughest population, so we anticipate good responses in the oma-na\u00efve.\n Barzolvolimab didn\u2019t see a difference and I think to Martin\u2019s earlier comment we\n17 don\u2019t anticipate because if we\u2019re defeating the mast cell, it doesn\u2019t really matter\n what the history of the omalizumab therapy was.\n18\n\n19 Then the second is, which is more from an operational perspective, finding oma-\n na\u00efve patients is much easier than finding oma refractory patients. There\u2019s more\n20 of them, so we can anticipate that our recruitment enrollment into the study can\n go a little faster. So, we\u2019re quite upbeat about achieving the enrollment goals that\n21 we\u2019ve set ourselves in these cohorts.\n22\n 152. Tucker thus represented that the study would progress more quickly by including\n23\n omalizumab-na\u00efve patients, while omitting any mention of the heightened patient selection\n24\n risks\u2014and resulting delay\u2014posed by that change to the design of the BEACON study.\n25\n\n26\n\n27\n\n28\n 45\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 49 of 87\n\n\n\n\n 1 I. Defendants Disclose \u201cConfounded\u201d Results in the BEACON Study,\n Defendant Tucker\u2019s Departure, and Cost-Cutting Measures\n 2\n 153. On July 7, 2025, the Company issued a press release entitled \u201cJasper Therapeutics\n 3\n\n 4 Reports Clinical Data Update from Briquilimab Studies in Chronic Spontaneous Urticaria.\u201d The\n\n 5 press release stated, in relevant part:\n\n 6 Jasper [. . .] is reporting updated data from Company\u2019s BEACON Phase 1b/2a study\n of subcutaneous briquilimab in adult participants with CSU and providing an\n 7 update on the program. Briquilimab administration resulted in deep and rapid\n 8 disease control in the 240mg and 360mg single-dose cohorts, with 8 of 9 (89%) of\n participants enrolled across both cohorts achieving a complete response, and with\n 9 7 of 9 (78%) achieving a clinical response by week 2. In addition, BEACON\n participants who rolled over into the open-label extension study dosing at 180mg\n10 Q8W demonstrated robust clinical efficacy with 8 of 11 (73%) participants\n achieving a complete response at 12 weeks.\n11\n\n12 Results from the 240mg Q8W and the 240mg followed by 180mg Q8W dose\n cohorts appear to be confounded by an issue with one drug product lot used in\n13 those cohorts, with 10 of the 13 patients dosed with drug from the lot in question.\n The Company is investigating the drug product lot in question and expects to\n14 have the results of that investigation in the coming weeks. Key observations noted\n in those 10 patients were lower than expected drops in mean tryptase levels and\n15\n no discernable impact on UAS7 scores. The 2 participants enrolled in the cohorts\n16 that have been confirmed as being dosed with drug product from a different lot\n both achieved complete response.\n17\n ***\n18\n The Company has also determined that the drug product lot in question was used\n19\n to treat participants enrolled in the ETESIAN trial evaluating briquilimab in\n20 asthma. As a result, and in order to focus resources on advancing briquilimab in\n CSU, the Company is halting the study and pausing development in asthma. In\n21 addition, the Company is halting development in SCID and will be implementing\n a number of other cost cutting measures, including a potential restructuring, to\n22 extend runway and reduce expenses.\n23\n \u201cWe were pleased that results from the 240mg and 360mg single dose cohorts\n24 continue to indicate that briquilimab treatment can lead to deep and durable disease\n control in patients with CSU,\u201d said [Defendant] Martell[.] \u201cWe are also very\n25 excited by the performance of the 180mg Q8W dose in the open label extension\n study with the strong efficacy observed, in combination with the encouraging safety\n26 data, supporting a differentiated profile. While we are very disappointed by the\n27 confounded results seen in the two multi-dose cohorts of the BEACON study, we\n are currently investigating the cause and are taking steps to ensure that drug product\n28 from the lot in question is returned to the Company and that sites have drug product\n 46\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 50 of 87\n\n\n\n\n 1 from other lots to continue dosing. We plan to enroll an additional 10-12 patients\n across the two impacted cohorts to inform final dose selection for the Phase 2b\n 2 study, and will be implementing a number of cost cutting measures to reduce\n burn and extend our cash runway in light of this delay.\u201d\n 3\n\n 4 154. In response to this news, Jasper\u2019s stock price fell 55.1%, closing at $3.04 per share\n\n 5 on July 7, 2025.\n 6 155. Market analysts were quick to comment on the Company\u2019s announcement. For\n 7\n example, on July 7, 2025, BMO Capital Markets published a report entitled \u201cDowngrade to Mkt;\n 8\n Manuf Issue Adds High Uncertainty to an Already Ambiguous Story.\u201d The BMO Report stated,\n 9\n in relevant part:\n10\n\n11 Bottom Line:\n Management update on Briquilimab\u2019s CSU trial includes: (1) 240mg/360mg\n12 single-dose data suggesting plateauing exposure/efficacy; (2) 240mg and\n 240mg/180mg Q8W efficacy/safety data, likely confounded by product lot issues;\n13 (3) Preliminary 180mg Q8W OLE data, in line with blinded data. Although the new\n data appear somewhat encouraging, the potential manufacturing issue, and\n14 underlying uncertainty/questions, make it challenging to separate the signal from\n15 the noise. Given the market environment and previous setback here, we believe\n investors won\u2019t feel comfortable coming back to the story following today\u2019s\n16 update. Downgrading to Market Perform, PT to $4.\n\n17 ***\n18\n The use of lot A34954 Briquilimab material challenges assessments of efficacy/\n19 safety profile in 240mg and 240mg/180mg Q8W cohorts. Lot A34954 material\n shows lack of efficacy on UAS7 (N=10) following Briquilimab 240mg single-dose\n20 vs. 88% CR (N=7/8) with other lots, preventing clear assessment of the drug\n effect. Similarly, Briquilimab safety evaluation is challenged by the inclusion of\n21 lot A34954-treated patients. We await further updates on lot A34954 in the coming\n weeks.\n22\n ***\n23\n We downgrade JSPR to Market Perform to reflect high uncertainty around\n24 Briquilimab development. Although today\u2019s data appear somewhat\n encouraging, we believe potential Briquilimab drug lot issues, coupled with\n25 existing uncertainty around dose-response [], will pressure the JSPR story\n moving forward given: (1) JSPR\u2019s financing overhang (runway to 4Q25),\n26\n wherein 240mg and 240mg/180mg Q8W data are now expected by 4Q25; (2)\n27 Development delays vs. competitor CLDX (CSU PhIII enrollment completion by\n summer 2026) and competition from SNY following BPMC acquisition []; (3)\n28 Market\u2019s high sensitivity (and low tolerance) around ambiguous updates[.]\n 47\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 51 of 87\n\n\n\n\n 1\n 156. Two days later, on July 9, 2025, the Company issued a press entitled \u201cJasper\n 2\n Therapeutics Announces Corporate Reorganization and Other Cost Cutting Measures to Extend\n 3\n\n 4 Cash Runway.\u201d The press release stated, in relevant part:\n\n 5 Jasper [. . .] today announced a corporate reorganization to extend its cash runway,\n including a workforce reduction of approximately 50%. As part of the\n 6 reorganization, [Defendant] Tucker[] is departing as Jasper\u2019s [CMO], and Daniel\n Adelman, M.D., a member of Jasper\u2019s Scientific Advisory Board, will assume the\n 7\n role of Acting [CMO]. In order to focus resources on the development of\n 8 briquilimab in chronic urticaria, Jasper is halting its other clinical and\n preclinical programs.\n 9\n ***\n10\n\n11 Corporate Updates and Revised Guidance\n\n12 \u2022 Jasper has refined its operating plan to focus on its briquilimab programs in\n chronic urticaria, and as a result has executed a workforce reduction of\n13 approximately 50% of its current employees.\n14\n \u2022 In order to focus on developing briquilimab in chronic urticaria and\n15 completing the BEACON, SPOTLIGHT and open label extension studies,\n Jasper is halting its other clinical and preclinical programs, including the\n16 ETESIAN study in asthma, the SCID study and the ongoing investigator-\n sponsored studies. Jasper no longer plans to initiate additional mast cell\n17 focused clinical development program this year.\n18\n \u2022 [Defendant] Tucker is departing his role as [CMO] effective August 1,\n19 2025. Dr. Daniel Adelman, an experienced clinical development executive\n and member of Jasper\u2019s scientific advisory board, will assume the role of\n20 Acting [CMO] as of that date.\n21 157. Citizens JMP Securities, in an analyst report, emphasized that it was \u201clikely the\n22\n most important cohort remaining in the BEACON CSU trial [that was] largely disrupted by a\n23\n presumed impaired drug lot,\u201d indicating the importance of Cohorts 8 and 9. The report also noted\n24\n that \u201c[b]y our calculations, the new (10-12) patients will need to be enrolled before September in\n25\n\n26 order to have complete 12-week data by the end of 4Q25. Management indicated that because\n\n27 sites are up and running, rapid enrollment before that deadline is possible.\u201d\n\n28\n 48\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 52 of 87\n\n\n\n\n 1 158. An analyst report from H.C. Wainwright & Co. noted that \u201c[t]he company will\n\n 2 also not be initiating any additional clinical programs this year. We view this as a logical decision\n 3\n given the ETESIAN trial was impacted by the inactive drug lot and also the company is now 3-6\n 4\n months behind its original guidance for initiating the Phase 2b trial in CSU.\u201d\n 5\n J. Jasper\u2019s Disclosures Regarding Its Investigation Into the Lack of Efficacy\n 6 Shown in Cohorts 8 and 9\n 7 159. On September 18, 2025, Jasper announced that \u201c[b]ased on the work conducted to\n 8\n date, the Company believes the anomalous efficacy results in these two cohorts do not appear to\n 9\n be related to drug substance (\u2018DS\u2019) or drug product (\u2018DP\u2019) manufacturing or distribution\n10\n processes.\u201d The Company stated that\n11\n\n12 the ongoing investigation is now focused on clinical site activity, including:\n\n13 \u2022 patient selection and enrollment processes\n14 \u2022 investigational product handling and administration at the site level\n15\n \u2022 drug delivery methods (for example, injection site, needle and injection\n16 media); and\n\n17 \u2022 additional patient- and site-level data review.\n18\n 160. Thus, Defendants disclosed that the cause of the \u201canomalous\u201d results released on\n19\n July 7, 2025 were not due to issues with one of the product lots of briquilimab used in the study.\n20\n The Company told investors that it \u201ccontinues to expect to complete the investigation in the fourth\n21\n\n22 quarter of 2025.\u201d\n\n23 161. An analyst report from Citizens JMP Securities called it \u201ca negative . . . that the\n\n24 issue has not been identified to date,\u201d and observed that \u201c[i]f the issue is driven by patient\n25 enrollment, the data will continue to be \u2018messy\u2019 due to small patient numbers,\u201d leaving \u201clittle\n26\n room for error\u201d in the Company\u2019s efforts to overcome the negative results from Cohorts 8 and 9.\n27\n\n28\n 49\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 53 of 87\n\n\n\n\n 1 162. On November 10, 2025, Jasper filed a Form 8-K quoting Defendant Martell as\n\n 2 stating:\n 3\n Our investigation into anomalous efficacy results observed in the 240mg Q8W and\n 4 the 240mg/180mg Q8W cohorts of the BEACON study is nearing completion, and\n we are encouraged by the determination that the results seen in these two cohorts\n 5 do not appear to be related to any issues with drug substance or drug product. We\n plan to complete the investigation and report final conclusions in the fourth quarter\n 6 of this year. We also plan to report initial data from the ETESIAN study in allergic\n asthma in the fourth quarter and now plan to report data from additional patients\n 7\n enrolled in the BEACON study, along with updated data from CSU and CIndU\n 8 patients enrolled in the open-label extension study, in the first half of the first\n quarter of 2026.\n 9\n 163. Then, on December 2, 2025, before the market opened, Jasper\n10\n\n11 announced the completion of its internal investigation into the anomalous lack of\n clinical response observed in the July 2025 BEACON data for cohort 8 (240mg\n12 Q8W) and cohort 9 (240mg /180mg Q8W), where no US patients (n=10) achieved\n Complete Response or Well Controlled UAS7 by week 12. Based on the work\n13 completed, the additional data from subsequent dosing of the US patients and input\n from a panel of CSU KOLs, Jasper has concluded that the unexpected efficacy\n14 results observed in the US patients was not the result of any issues with the drug\n15 product. Rather, it was likely a result of patient selection issues, as it appears that\n 9 of the 10 patients in question did not have CSU as their symptoms were not\n16 mast cell-driven.\n\n17 164. During an investor call that day, Defendants disclosed that \u201cone new site [in the\n18 BEACON study] enrolled 5 patients into active arms of Cohort 8 & 9 with no CR or WC\n19\n responses,\u201d 10 that that new site was a \u201c[c]ommunity-based, clinical research center,\u201d and that\n20\n \u201c[a]ll patients had minimal documented medical history of CSU or past treatments for CSU.\u201d\n21\n Further, Defendants disclosed that their \u201cKOL panel\u201d of experts recommended that Jasper ensure\n22\n\n23 that it only used sites with \u201ca certified Immunologist/Dermatologist with a history of diagnosing\n\n24 and treating CSU patients,\u201d revealing that Defendants were not already taking this step.\n\n25 165. The Company\u2019s stock fell 8.14% in response to this news.\n26\n\n27\n 10\n \u201cCR\u201d means \u201cComplete Response\u201d and \u201cWC\u201d means \u201cWell Controlled.\u201d Per Defendants, CR\n28 refers to a UAS7 score of zero, and WC refers to a UAS7 score of six or less.\n 50\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 54 of 87\n\n\n\n\n 1 K. Jasper Terminates Defendant Martell\u2019s Employment\n\n 2 166. On January 7, 2026, after market hours, Jasper announced that five days prior, on\n 3 January 2, the Board had terminated Defendant Martell\u2019s employment with the Company, which\n 4\n also automatically terminated his membership on the Board. The Company announced that,\n 5\n effective January 5, 2026, Martell had been replaced by Jeet Mahal, the Company\u2019s Chief\n 6\n Operating Officer. Jasper\u2019s announcement quoted Thomas Wiggans, the Chairperson of the\n 7\n\n 8 Board, as stating that \u201cJeet\u2019s strategic vision and deep experience in therapeutic development\n\n 9 make him an ideal person to drive value for our stockholders and, most importantly, for the\n\n10 patients we serve.\u201d This made clear to investors, though it was already clear from the timing, that\n11\n Defendant Martell\u2019s abrupt termination as CEO was directly connected to his management of the\n12\n Company\u2019s BEACON trial for briquilimab in CSU. This was reinforced during a conference call\n13\n the next morning, when Mr. Mahal answered an analyst question about his appointment by stating\n14\n that:\n15\n\n16 this was a decision driven by the Jasper board, looking at the development stage of\n the company and the next stage of leadership needed to move the program forward\n17 into Phase 2b and pivotal studies. So the board asked that I become the CEO, given\n my track record in development of multiple therapeutics from Phase 1 or Phase 2\n18 through BLA or NDA submission.\n19\n 167. Multiple analysts recognized the connection between Martell\u2019s departure (and\n20\n Mahal\u2019s elevation) and the BEACON study. For instance, an RBC analyst report observed Mahal\n21\n \u201chas over 30 years of experience in life sciences\u201d and that Jasper\u2019s \u201cnear-term focus will remain\n22\n\n23 clinical execution, which will be key given recent stumbles and a potentially challenging path\n\n24 forward to catch barzo.\u201d H.C. Wainwright stated that replacing Martell with Mahal \u201csignal[led] a\n\n25 pivot toward operational execution and registrational readiness for briquilimab.\u201d\n26 168. In response to this news, Jasper\u2019s stock price fell 19% to close at $1.66 per share\n27\n on January 8, 2026.\n28\n 51\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 55 of 87\n\n\n\n\n 1 V. DEFENDANTS\u2019 CLASS PERIOD MISREPRESENTATIONS\n\n 2 169. On November 30, 2023, Jasper issued a press release titled: \u201cJasper Announces\n 3\n First Patient Dosed in Phase 1b/2a Clinical Study of Briquilimab in Chronic Spontaneous\n 4\n Urticaria.\u201d The press release stated, in relevant part:\n 5\n The BEACON study is evaluating repeat doses of subcutaneous briquilimab in\n 6 adult CSU patients who remain symptomatic after treatment with, or who cannot\n tolerate, omalizumab.\n 7\n\n 8 \u201cDosing of the first patient in our BEACON study is an exciting milestone for\n Jasper as we advance the clinical development of briquilimab in mast cell diseases,\u201d\n 9 said Edwin Tucker, Chief Medical Officer of Jasper. \u201cIn addition to gathering\n safety data in CSU patients who are ineligible for, or refractory to, omalizumab, we\n10 expect the study to establish proof of concept for the depletion of mast cells by\n11 briquilimab in CSU. Results from the trial should also allow us to determine\n doses and dosing regimens for future registrational studies in the broader CSU\n12 patient population. We look forward to providing enrollment updates as we\n progress through the cohorts and anticipate reporting preliminary data in mid-\n13 2024.\u201d\n14 The BEACON study is expected to enroll approximately 40 patients across 6\n15 cohorts. The primary endpoints are safety and tolerability of briquilimab with\n secondary endpoints focused on efficacy measures and pharmacokinetics. The\n16 study is being conducted at sites in the US and EU. Jasper anticipates reporting\n preliminary data from the BEACON study in mid-2024. \u201cWe are pleased to\n17 announce that the first patient has been dosed in our BEACON study on a timeline\n consistent with our prior guidance,\u201d said Ronald Martell, President and Chief\n18\n Executive Officer of Jasper. \u201cTreating the first patient so shortly after IND\n19 clearance is a testament to the hard work and diligence that Ed and his team put\n into the BEACON study\u2019s launch and I\u2019m confident in the ability of our clinical\n20 organization to continue to execute at a high level as we advance briquilimab into\n clinical trials in CIndU and other mast cell-driven diseases.\u201d\n21\n 170. Defendants knew the statements referenced in the paragraph above were\n22\n\n23 materially false and misleading. Defendants stated that \u201cResults from the trial should also allow\n\n24 us to determine doses and dosing regimens for future registrational studies in the broader CSU\n\n25 patient population.\u201d That statement was untrue at the time it was made because the data from the\n26\n BEACON trial covering only CSU patients who could not be treated by antihistamines or\n27\n omalizumab could not be sufficient to determine doses and dosing regimens for a registrational\n28\n 52\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 56 of 87\n\n\n\n\n 1 study in the broader CSU patient population that was omalizumab- and antihistamine-na\u00efve. In\n\n 2 November 2023, the BEACON study protocol included only patients who did not respond to\n 3\n antihistamines or omalizumab \u2013 representing a small subset of the CSU population (the Company\n 4\n itself estimated 37,000 CSU patients in G6 nations) versus the broader CSU population (which\n 5\n the Company estimated to be 2.1 million in G6 nations).\n 6\n 171. As it then existed, the BEACON protocol could not support a registrational study\n 7\n\n 8 of the broader CSU population. Jasper could not conduct a registrational study of briquilimab on\n\n 9 the broader CSU patient population \u2013 i.e., patients who were omalizumab-na\u00efve \u2013 without first\n10 conducting a Phase 1b/2a study on patients who were omalizumab-na\u00efve. To support a\n11\n registrational study, the BEACON study would need to be amended.\n12\n 172. As FE-1 explained, the FDA approved the original BEACON protocol with strict\n13\n eligibility requirements that inclusion was limited to patients who failed omalizumab treatment\n14\n\n15 because, as a matter of patient protection, \u201cif the patient could be successfully treated with\n\n16 omalizumab, then they shouldn\u2019t be enrolled on an experimental drug.\u201d FE-1 added, \u201cThere\u2019s no\n\n17 need for them to use an experimental drug if they find success with [omalizumab.]\u201d\n18\n 173. Only after Jasper ran earlier cohorts demonstrating safety was Jasper able to\n19\n amend the BEACON protocol to include cohorts 8 and 9, allowing for the enrollment of\n20\n omalizumab na\u00efve CSU patients.\n21\n 174. The first version of BEACON was published on December 7, 2023. Version 8 of\n22\n\n23 the BEACON protocol was published on January 31, 2025, and was the first version of the\n\n24 BEACON protocol to include cohorts 8 and 9 that allowed for the enrollment of patients that were\n\n25 omalizumab-na\u00efve.\n26\n 175. On March 1, 2025, Jasper presented at an American Academy of Allergy, Asthma\n27\n & Immunology Investor Event on the BEACON study. Defendants Martell and Tucker admitted\n28\n 53\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 57 of 87\n\n\n\n\n 1 that the addition of cohorts 8 and 9 with omalizumab-na\u00efve patients was necessary for the\n\n 2 BEACON study to support moving forward with a registrational study of briquilimab in a broader\n 3\n portion of the CSU population. In response to an analyst asking \u201cWhat was the rationale for\n 4\n adding omalizumab-na\u00efve patients to the additional cohorts in BEACON? Can we assume that\n 5\n that change will go forward to future studies?,\u201d Defendants Martell and Tucker, and Dr. Metz,\n 6\n responded as follows:\n 7\n\n 8 Ronald Martell\n It absolutely will go forward into future studies. Ed or Dr. Metz, want to talk\n 9 about\u2026\n10 Martin Metz\n11 Yes, it needs to. Because if you go into studies leading to Phase 3 studies and if\n you then only go for oma non-responders, well, this is your population that you\u2019re\n12 dealing with, and then you can only get it approved for patients that are oma non-\n responders. This is not what we want to have. So, you need to be able to show that\n13 you have efficacy over all of these patients and then you have a drug for all of\n these patients. That would certainly be my advice that you should not\u2014I mean it\n14 makes sense at this point to look at these oma non-responders because it\u2019s the most\n15 severe patient population and you get them also faster recruited into these trials, but\n at some point you have to show that it works in CSU in all of these patients.\n16\n Ed Tucker\n17 I would just add two comments there as well to Pete\u2019s question. Thanks, Pete, for\n asking. The first is I think it\u2019s scientifically the right thing to do to study both\n18 populations, both the oma na\u00efve and also the oma treated. The data we\u2019ve shown\n here today is in the oma experienced that have been refractory. This is the toughest\n19\n population, so we anticipate good responses in the oma-na\u00efve. Barzolvolimab\n20 didn\u2019t see a difference and I think to Martin\u2019s earlier comment we don\u2019t anticipate\n because if we\u2019re defeating the mast cell, it doesn\u2019t really matter what the history of\n21 the omalizumab therapy was.\n22 Then the second is, which is more from an operational perspective, finding oma-\n23 na\u00efve patients is much easier than finding oma refractory patients. There\u2019s more\n of them, so we can anticipate that our recruitment enrollment into the study can\n24 go a little faster. So, we\u2019re quite upbeat about achieving the enrollment goals that\n we\u2019ve set ourselves in these cohorts.\n25\n 176. Defendants, experts in the field and sponsors of the BEACON trial, would have\n26\n known in November 2023 what they later admitted in March 2025, that the BEACON protocol\n27\n\n28 as it was originally approved by the FDA and published excluded omalizumab-na\u00efve patients and\n 54\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 58 of 87\n\n\n\n\n 1 therefore could not support a registrational study of briquilimab for the broader CSU population\n\n 2 (which includes omalizumab-na\u00efve patients). Defendants, however, were motivated to conceal\n 3\n and downplay the necessity of the later added cohorts 8 and 9 before conducting a registrational\n 4\n study. Jasper needed funding. The appearance that Jasper was not far behind Celldex in\n 5\n developing a new CSU drug was critical to raising financing from investors.\n 6\n 177. On January 9, 2024, Defendants presented and published a corporate presentation\n 7\n\n 8 representing the Company\u2019s timeline to begin a registrational trial for CSU in the second half of\n\n 9 2025:\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n 178. On February 13, 2024, Jasper and Defendants Martell and Cross, along with head\n22\n of Investor Relations Alex Gray, presented at the Oppenheimer Healthcare Life Sciences\n23\n\n24 Conference. One of the Jasper speakers, which on information and belief was Defendant Martell,\n\n25 again misleadingly assured investors of the Company\u2019s timeline to get to a registrational clinical\n26 trial:\n27\n Question: Great. Thank you for that additional color and I\u2019m glad you mentioned\n28 moving quickly into a registrational trial. How quickly could you advance the CSU\n 55\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 59 of 87\n\n\n\n\n 1 program into a pivotal study assuming that your results are positive from your Phase\n 1/2?\n 2\n Answer: So, our current working plan is that should we be on schedule for this year\n 3\n and should we hit the end points that we look to, that we could be in a registrational\n 4 clinical trial in the second half of 2025.\n\n 5 179. The Jasper speaker assured investors that Jasper intended to begin a 2025\n 6 registrational clinical trial of the broader CSU patient population, not just omalizumab-na\u00efve\n 7\n patients. The speaker stated: \u201cAnd as a reminder, our clinical trial is this first clinical trial is only\n 8\n enrolling patients who are oma-experienced. Those patients that have the highest unmet medical\n 9\n need. A registrational trial will take all-comers unmet medical need, our registrational trial we\u2019ll\n10\n\n11 take all comers to it.\u201d\n\n12 180. When asked whether Jasper could \u201cpotentially move Briquilimab into earlier lines\n\n13 of treatment for CSU?,\u201d Defendant Martell responded:\n14 We will certainly expect to and \u2013 I think I said it earlier but our registrational trial\n15 will take all comers on the naive as well as [oma] experience[d]. . . . So I think, you\n know, with what we\u2019ve seen of how the rapid response that you see, then the\n16 durability of the response and the overall AE profile that this sets itself up for an\n ideal first line therapy.\n17\n 181. Jasper and Defendant Martell\u2019s public statements of a timeline for getting to a\n18\n\n19 registrational clinical trial that included the larger CSU population (not just omalizumab-na\u00efve\n\n20 patients) in 2025, and for briquilimab to serve as a first line treatment for the entire CSU\n\n21 population, was false and misleading. Defendants failed to disclose, as they would later admit,\n22\n that the BEACON study would have to be amended and additional cohorts would need to be\n23\n added to the BEACON study to support a registrational trial of the broader CSU population, and\n24\n that these amendments and additional cohorts would add further risk and delay to the timeline for\n25\n getting FDA approval.\n26\n\n27 182. On April 8, 2024, Jasper and Defendant Martell presented at the Needham\n\n28 Healthcare Conference. Defendant Martell again reiterated the timeline for Jasper to move to a\n 56\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 60 of 87\n\n\n\n\n 1 registrational study in 2025, without disclosing the need to amend the BEACON study to include\n\n 2 additional cohorts 8 and 9 that would add further delay and risk to this timeline. Martell stated:\n 3\n So, let\u2019s take a look at the BEACON study. Our first study in chronic spontaneous\n 4 urticarial, it\u2019s a randomized, double-blind, placebo controlled ascending dose\n study. We will be enrolling patients who have had CSU for greater than six months,\n 5 have mild to moderate CSU as evaluated by the UAS7 score of greater than or equal\n to 16. These will be adult patients, and all of these patients will be of the highest\n 6 unmet medical need. And by that, I mean they will have all failed H1-\n antihistamines and will have had an inadequate response to omalizumab. This is\n 7\n the patient population that has the highest unmet medical need.\n 8\n Should be important to note that if we are successful in this study and move\n 9 forward with our registrational program, which if we\u2019re successful here, we\n would have planned to initiate in the second half of 2025, we would \u2013 in that\n10 study, we would enroll all comers. So with patients that have failed antihistamines\n11 and patients who are omalizumab na\u00efve, or have had an inadequate response to\n omalizumab.\n12\n We\u2019re conducting this study in the US and the EU at approximately 30 sites. The\n13 lead investigators in the US are Tom Casale and in the EU is Dr. Marcus Maurer.\n We\u2019ll be enrolling about 38 patients in this study. In this study, the primary\n14 endpoint will be the UAS7 score at 12 weeks. And in addition to that, we\u2019ll be\n15 looking at correlations between serum tryptase and skin biopsies.\n\n16 This study, again, is designed as an ascending dose study with multiple cohorts.\n After reviewing and designing the study with both KOLs and the FDA, our\n17 objectives in this study were to design a study that really could interrogate optimal\n biologic dosing and, if we\u2019re successful, enable us to move from this study to our\n18 registrational study.\n19\n 183. Jasper and Defendant Martell\u2019s public statements regarding the timeline for\n20\n getting to a registrational clinical trial that included the larger CSU population (including the\n21\n larger population of omalizumab-na\u00efve patients) in 2025, were false and misleading. Defendants\n22\n\n23 failed to disclose, as they would later admit, that the BEACON study would have to be amended\n\n24 and additional cohorts would need to be added to the BEACON study to support a registrational\n\n25 trial of the broader CSU population, and that these amendments and additional cohorts would add\n26\n further risk and delay to the timeline for getting FDA approval.\n27\n\n28\n 57\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 61 of 87\n\n\n\n\n 1 184. On August 13, 2024, Jasper issued a press release announcing the Company\u2019s Q2\n\n 2 2024 financial results. The press release stated, in relevant part:\n 3\n \u201cWe have continued to make excellent progress advancing briquilimab during\n 4 the second quarter, with patient enrollment proceeding faster than initially\n expected in the BEACON and SPOTLIGHT studies,\u201d said [Defendant] Martell[.]\n 5 \u201cThe strong rate of enrollment has given us the opportunity to include additional\n cohorts in our initial CSU data readout, and we are now planning to present results\n 6 from dosing cohorts up to 240mg in the fourth quarter of this year. While the\n company remains blinded to efficacy data from the study, rapid enrollment in\n 7\n BEACON has also given us the flexibility to expand the study to include an\n 8 additional dosing cohort evaluating briquilimab at 180mg Q8W. This will enable\n us to generate a more robust dataset to support dose selection for our planned\n 9 registrational trials in CSU without impacting their timelines.\u201d\n10 \u201cWe are very pleased with the progress in the BEACON and SPOTLIGHT studies\n11 thus far,\u201d said [Defendant] Tucker[.] \u201cWith the support of our investigators, the\n efforts of the Jasper team and the timely review and approval by the Independent\n12 Data Monitoring Committee (IDMC) we have been able to quickly proceed through\n dose escalation on the BEACON study and are now enrolling patients at the highest\n13 dose, 240mg. This rapid progress and safety affirmation by the IDMC has\n enabled expansion of the BEACON study to obtain more clinical insights into the\n14 potential benefits of briquilimab for patients with CSU, without delaying the\n15 program. We look forward to reviewing and presenting initial data from both the\n BEACON and SPOTLIGHT studies later this year, followed in early 2025 by the\n16 full study reports to be presented at a medical conference.\u201d\n\n17 185. On September 20, 2024, Jasper presented at the TD Cowen Chronic Urticaria\n18\n Summit. Defendant Martell again reiterated the Company\u2019s ability to move into a registrational\n19\n trial for the broader CSU population, without detailing the need for, and risks of, conducting a\n20\n trial on omalizumab-na\u00efve patients.\n21\n Yaron Werber (analyst):\n22\n\n23 And so based on this data, and we\u2019re talking about cohorts that are anywhere\n between six patients, you know, the 120s or six patients, the 80s or eight, and the\n24 180s or eight. You know, with all that data, you know, as you think about\n identifying a dose and moving forward, whether it\u2019s gonna be right into a phase 3\n25 or into a phase 2/3, how do you... Kind of, what do you want to see to be able to go\n right into phase three, as opposed to going into another kind of a lead-in phase two,\n26\n maybe when you\u2019re still comparing one or two doses or so, or two doses, and into\n27 phase three?\n\n28 Ronald Martell:\n 58\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 62 of 87\n\n\n\n\n 1\n I think the data will drive that. If we have a clear winner, then it makes that decision\n 2 a bit easier, to you know, be able to absolutely pick a dose and move forward. I\n think to your point, if we see two different doses that have similar efficacy, do we\n 3\n run those in a phase 2b, 3 adaptive design, such that you know, we can apply all\n 4 those patients to the registrational trial and rapidly move forward? Those will be\n conversations we\u2019ll have with the agency soon. Ultimately, I mean, we\u2019re working\n 5 on those designs now, and it\u2019ll be driven by the data.\n 6 186. Contrary to Jasper and Defendant Martell\u2019s statements on August 13 and\n 7\n September 20, 2024, the Company could not conduct a registrational clinical trial that included\n 8\n the larger CSU population (including the larger population of omalizumab-na\u00efve patients) without\n 9\n first amending the BEACON study to include additional cohorts. Cohorts with omalizumab-na\u00efve\n10\n\n11 patients would need to be added to the BEACON study to support a registrational trial of the\n\n12 broader CSU population, and these amendments and additional cohorts would add further risk\n\n13 and delay to the timeline for getting FDA approval, which Defendants knew but concealed from\n14 investors.\n15\n 187. On January 8, 2025, the Company issued a press release entitled \u201cJasper\n16\n Therapeutics Reports Positive Data from BEACON Study of Briquilimab in Chronic Spontaneous\n17\n Urticaria.\u201d The press release stated, in relevant part:\n18\n\n19 \u201cWe are very pleased to present the positive preliminary data from the BEACON\n study, which demonstrates the potential of briquilimab as a leading therapeutic for\n20 CSU patients,\u201d said [Defendant] Tucker[.] \u201cThe profound reduction in UAS7 from\n baseline in multiple cohorts, the dose dependent durability of response and the\n21 significant and prolonged drops in mean serum tryptase from baseline demonstrate\n the potential for deep and durable efficacy of briquilimab in CSU. Combined with\n22\n the favorable safety profile enabled by our optimal biologic dosing approach, we\n23 believe briquilimab has demonstrated the potential to be a leading therapeutic\n option for patients with CSU. On behalf of the entire Jasper team, I\u2019d like to thank\n24 the investigators and the patients who are participating in the study, along with their\n families and caregivers.\u201d\n25\n 188. Defendants also held a conference call to discuss the data. In the call on January\n26\n\n27 8, 2025, an analyst asked about whether Jasper had taken any steps to ensure against the improper\n\n28\n 59\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 63 of 87\n\n\n\n\n 1 enrollment of patients, had Jasper taken \u201cany efforts to mitigate the differential diagnoses during\n\n 2 screening moving forward? If you have any strategies to ensure that the patients have urticaria.\u201d\n 3\n 189. In response, Defendant Tucker assured investors that this issue \u201crarely happens\u201d\n 4\n and that Jasper\u2019s BEACON protocol for inclusion/exclusion criteria gave him confidence the\n 5\n Company could properly enroll only true CSU afflicted patients. Defendant Tucker stated:\n 6\n Yeah. I mean, it\u2019s certainly a challenge for ensuring that all patients included in a\n 7\n clinical study are our target population. Now, we are subject to small numbers in\n 8 these cohorts, and so one or two patients can certainly have a dramatic effect on\n your study. As we move through into our registrational program, those studies will\n 9 be much larger and so can accommodate single and small numbers of patients who\n may not actually have the appropriate diagnosis. Sometimes this happens when we\n10 talk to our KOLs. That diagnosis can be a misdiagnosis for CSU. It rarely\n11 happens.\n\n12 But in a patient population that is refractory to omalizumab, I think we probably\n enriched for that potential to occur in our study. In the future studies we will\n13 continue with our inclusion/exclusion criteria and I think we can maintain a\n population of CSU patients that is representative of the broader population in the\n14 community.\n15\n 190. When another analyst later asked about the possibility that patients in the Q12W\n16\n cohort had \u201cany sort of alternative diagnosis,\u201d Defendant Tucker responded without disclosing\n17\n that removing the omalizumab requirement for the two additional cohorts, and working with\n18\n\n19 unqualified study sites, would increase the risk of enrolling patients without CSU, as follows:\n\n20 Yeah. Again, I think we\u2019re hostage to small n[umber]s and certainly we\u2019ll be\n taking a look at the 180 milligram Q12 week similarly for ensuring diagnosis. As\n21 I mentioned earlier, this is an enriched population of patients who are refractory to\n approved therapies. And so we potentially have brought patients in who potentially\n22\n may have been diagnosed. That\u2019s certainly something which we discussed with all\n23 our KOLs, and that was certainly something that pointed to immediately on\n seeing the 180 milligram data, particularly when we see the biological effects with\n24 the tryptase going down to below LLOQ.\n\n25 191. Despite these conversations that Defendants had \u201cwith all our KOLs\u201d regarding\n26\n the potential to enroll patients without CSU, Defendants misrepresented the risk of enrolling\n27\n misdiagnosed patients. While it is true that misdiagnoses of CSU by expert dermatologists and\n28\n 60\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 64 of 87\n\n\n\n\n 1 immunologists may rarely happen, Defendants had selected unqualified investigators to\n\n 2 participate in cohorts 8 and 9, thereby substantially raising the risk of such misdiagnoses. Further,\n 3\n as set forth in Jasper\u2019s corporate presentation delivered months later, on December 2, 2025, CSU\n 4\n misdiagnoses are \u201cnot uncommon as CSU is a diagnosis by exclusion, other CSU studies have\n 5\n shown 25-30% of patients are incorrectly diagnosed.\u201d Defendant Martell stated during an investor\n 6\n call on December 2, 2025 that \u201cour analysis of data sets would suggest that 25-or-so percent of\n 7\n\n 8 the patients probably that are currently diagnosed with CSU probably don\u2019t have that.\u201d Martell\n\n 9 stated that \u201cwhen you look at other clinical trials whether it\u2019s remi, dupi, barzo and their data,\n10 while they\u2019ve never specifically spoken to non-responders, their data would imply that similar\n11\n type of percentage.\u201d 11 In addition, Defendants did not disclose that the removal of the requirement\n12\n that patients first try omalizumab materially increased the risk of enrolling patients who were\n13\n wrongly diagnosed with CSU, as Dr. Metz acknowledged on December 2, 2025,\n14\n\n15 192. Further, Defendants misleadingly omitted to disclose that the Company was\n\n16 permitting patients into the BEACON study without a \u201cfull medical history,\u201d without \u201cvisual\n\n17 records of lesions,\u201d and was in fact accepting patients with \u201cminimal documented medical history\n18\n of CSU or past treatments for CSU,\u201d heightening the risk of including patients with incorrect\n19\n diagnoses of CSU. Further, Defendants misleadingly omitted to disclose that the Company was\n20\n selecting unqualified study sites that lacked any \u201ccertified Immunologist/Dermatologist with a\n21\n history of diagnosing and treating CSU patients,\u201d and thus were especially likely to wrongly\n22\n\n23 diagnose patients with CSU.\n\n24 193. On the January 8, 2025 call, Defendants continued to mislead investors that Jasper\n25 could move directly into a Phase 3 study after the Phase 2b study, without disclosing the risks\n26\n\n27\n 11\n \u201cRemi\u201d and \u201cdupi\u201d refer to remibrutinib and dupilumab, two drugs that have been approved by\n28 the FDA to treat CSU.\n 61\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 65 of 87\n\n\n\n\n 1 associated with cohorts 8 and 9 enrolling misdiagnosed CSU patients. For example, Defendant\n\n 2 Martell said:\n 3\n And I think to your last point from a timing standpoint, that if we initiate this Phase\n 4 2b portion of the study in the second half of this year, it still would likely put us\n only 12-ish months behind [Celldex] in this arena, given that we would then only\n 5 be taking one dose regimen forward into the Phase 3 portion of the registrational\n study. Ed, I\u2019ll turn it over to you.\n 6\n 194. Defendant Tucker continued:\n 7\n\n 8 So I think that what the BEACON provides us is a great deal of clinical data at\n various different doses and dosing regimens. And so that will inform, as Ron\n 9 mentioned, the potential doses that we take through into the Phase 2b. And we also\n elaborated on our both our dose expansions and also the additional dose cohorts.\n10 So I think that we\u2019ll have a rich dataset to inform the Phase 2b and the expectation\n11 is that we would take a single dosing regimen into our Phase 3 study.\n\n12 195. At no time did Defendants disclose the heightened risk of enrolling misdiagnosed\n\n13 CSU patients in cohorts 8 and 9.\n14 196. On February 27, 2025, Jasper issued a press release (which it also filed as an\n15\n attachment to a Form 8-K) announcing the Company\u2019s Q4 and full year 2024 financial results.\n16\n The press release stated, in relevant part:\n17\n \u201cThe past year has been a transformational period for Jasper, highlighted by\n18 positive data readouts from the BEACON study in CSU and the SPOTLIGHT\n19 study in CIndU, our first two clinical studies evaluating Briquilimab in mast cell\n diseases,\u201d said [Defendant] Martell[.] \u201cData from both studies demonstrate the\n20 ability of briquilimab to drive rapid and deep response profiles in patients with\n chronic urticaria, along with the potential for a favorable and differentiated\n21 safety profile. We believe the preliminary results from the BEACON study\n support advancing briquilimab into a pivotal program in CSU beginning with an\n22\n operationally adaptive Phase 2b study that we expect to commence later this year.\n23 Final dose selection for the Phase 2b study will be further informed by a substantial\n array of additional clinical data at doses of 180mg and higher coming mid-year,\n24 including results from approximately 40 additional patients in the BEACON study\n and SPOTLIGHT study, as well as results from approximately 30 patients in the\n25 open-label extension study.\u201d\n26\n 197. The press release also included, among \u201cHighlights for Fourth Quarter 2024 and\n27\n Recent Weeks\u201d:\n28\n 62\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 66 of 87\n\n\n\n\n 1 \u2022 Obtained regulatory clearance to commence enrollment in the BEACON\n study cohorts evaluating 240mg Q8W and a 240mg loading dose followed\n 2 by 180mg Q8W\n 3\n o Jasper expects to report data around mid-year 2025 from 4 cohorts:\n 4 the 240mg single dose cohort (4 additional patients), 240mg Q8W\n cohort (8 patients), 240mg followed by 180mg Q8W cohort (8\n 5 patients), and the 360mg single dose cohort (8 patients).\n 6 198. On March 1, 2025, at the AAAAI Annual Meeting, an analyst asked\n 7\n A question about the omalizumab experience. Would you consider these to be\n 8 omalizumab experienced or inadequate responders, or nonresponders? How did\n you define that in the Phase 2 study, and how do you look at it going forward in\n 9 the next stage trials? Also, if you have any input from payers, either in the U.S. or\n overseas.\n10\n\n11 199. In response, Defendant Martell stated:\n\n12 Regarding your question for the regulatory authorities, we are in discussion with\n both EU and U.S. regulatory authorities, and we\u2019ll work with them in designing our\n13 registrational program, but I think it\u2019s important to note that for the additional\n cohorts that we\u2019re adding here for BEACON, we\u2019re now enrolling oma-na\u00efve\n14\n patients as well.\n15\n 200. Later during the March 1, 2025 presentation at the AAAAI Annual Meeting,\n16\n Jasper\u2019s head of Investor Relations, Alex Gray, relayed an analyst question:\n17\n I have one more from Pete Stavropolous at Cantor Fitzgerald. What was the\n18\n rationale for adding omalizumab-na\u00efve patients to the additional cohorts in\n19 BEACON? Can we assume that that change will go forward to future studies?\n\n20 201. In response, Defendant Tucker stated:\n21 I would just add two comments there as well to Pete\u2019s question. Thanks, Pete, for\n asking. The first is I think it\u2019s scientifically the right thing to do to study both\n22\n populations, both the oma na\u00efve and also the oma treated. The data we\u2019ve shown\n23 here today is in the oma experienced that have been refractory. This is the\n toughest population, so we anticipate good responses in the oma-na\u00efve.\n24 Barzolvolimab didn\u2019t see a difference and I think to Martin\u2019s earlier comment we\n don\u2019t anticipate because if we\u2019re defeating the mast cell, it doesn\u2019t really matter\n25 what the history of the omalizumab therapy was.\n26\n Then the second is, which is more from an operational perspective, finding oma-\n27 na\u00efve patients is much easier than finding oma refractory patients. There\u2019s more\n of them, so we can anticipate that our recruitment enrollment into the study can\n28\n 63\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 67 of 87\n\n\n\n\n 1 go a little faster. So, we\u2019re quite upbeat about achieving the enrollment goals that\n we\u2019ve set ourselves in these cohorts.\n 2\n 202. Defendants Martell and Tucker\u2019s statements concerning the change to the\n 3\n\n 4 BEACON eligibility criteria to permit omalizumab-na\u00efve in cohorts 8 and 9 were materially false\n\n 5 and misleading because they failed to disclose that cohorts 8 and 9, specifically, were subject to\n 6 an especially high risk of including patients without CSU because the removal of the requirement\n 7\n that patients first try omalizumab materially increased the risk of enrolling patients who were\n 8\n wrongly diagnosed with CSU, as Dr. Metz acknowledged on December 2, 2025. On that day, an\n 9\n analyst asked:\n10\n\n11 Maybe my first one a little bit of a follow up on an earlier question around how you\n can possibly ensure, enrollment of mast cell driven CSU patients as you scale up\n12 also with an eye on pivotal trial, right, in all these different geographies. What about\n the history per doctor like would you kind of like, how would you crack down on\n13 the referrals from outside clinics to centers? And is there any antihistamine levels\n or prior omalizumab response that you could add in your trial that would\n14 realistically tilt kind of the scales to ensure that?\n15\n 203. In response, Dr. Metz stated that\n16\n So I especially like the comment on previous omalizumab response, what this\n17 would tell you, regardless of whether that was a positive or a negative response\n from omalizumab. It will tell you that this patient has been seen by a specialist\n18 before because only a specialist would prescribe an omalizumab. So knowledge\n19 about this for a patient that was, for example, preferred, we\u2019ll provide information\n on the history of the disease. So the patient has a longstanding disease and has been\n20 seen by a specialist at the time. So this makes it more likely that the diagnosis is\n correct.\n21\n 204. Dr. Metz further stated that the risk of an incorrect diagnosis of CSU can be\n22\n\n23 decreased by \u201cmaking sure that there is a good history indicating that someone who knows\n\n24 chronic spontaneous urticaria has seen patients before, one option would be a patient who was\n\n25 considered by omalizumab, for example.\u201d Thus, by removing the requirement that patients first\n26\n be considered for omalizumab, Defendants increased the risk that the BEACON study would\n27\n enroll patients that had not been seen by a specialist and had received an incorrect CSU diagnosis.\n28\n 64\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 68 of 87\n\n\n\n\n 1 205. The significance of this omitted risk was further heightened because the Company\n\n 2 was permitting patients into the BEACON study without a \u201cfull medical history,\u201d without \u201cvisual\n 3\n records of lesions,\u201d was in fact accepting patients with \u201cminimal documented medical history of\n 4\n CSU or past treatments for CSU,\u201d and was selecting unqualified study sites that lacked any\n 5\n \u201ccertified Immunologist/Dermatologist with a history of diagnosing and treating CSU patients,\u201d\n 6\n and thus were especially likely to wrongly diagnose patients with CSU, which Martell and Tucker\n 7\n\n 8 also failed to disclose.\n\n 9 206. On March 27, 2025, Defendants Martell and Cross presented on behalf of Jasper\n10 at the H.C. Wainwright & Co. Autoimmune & Inflammatory Disease Virtual Conference. During\n11\n the conference, an analyst asked, and Defendant Martell responded, as follows:\n12\n Question \u2013 Emily Bodnar: Okay. Great. And you also recently announced your\n13 Phase 2b/3 strategy. Can you discuss your plans there and how far that leaves you\n behind barzolvolimab\u2019s Phase 3 program?\n14\n\n15 Answer \u2013 Ronald A. Martell: Sure. So, based on all this data we\u2019ll have at the\n midyear, we will be able to select the two doses to take into our Phase 2b. Our\n16 Phase 2b that we propose to the regulators is an operationally adaptive design. So,\n that study will run. And at the conclusion of that study, we\u2019ll be able to roll\n17 seamlessly into our Phase 3, the dose that we choose from the Phase 2b portion of\n that study.\n18\n\n19 So, we'll save anywhere from three to six months in the transit -- normal\n transition and maybe even longer. If we look at the barzo\u2019s timeline from\n20 finishing their study to getting into the Phase 3, that was more like nine-plus\n months. So, we'll be able to roll directly into that study.\n21\n It's also important to note that that Phase 3 clinical trial, because we'll only be taking\n22\n one dose into that study, will likely be required to enroll significantly less patients\n23 than what they did. Their safety database is requiring 2,200, 2,300 patients, where\n we would anticipate we would need to enroll somewhere between 1,300 and 1,500\n24 patients, so 500 to 700 patients less than what they need to enroll. And that\u2019s a\n significant time advantage as well. So, when we put all of that together, we think\n25 we\u2019re 12 to 18 months behind barzo.\n26\n 207. Defendant Martell\u2019s statements in the paragraph above were materially false and\n27\n misleading because, as detailed above, Martell failed to disclose that, as Defendants knew, cohorts\n28\n 65\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 69 of 87\n\n\n\n\n 1 8 and 9 were subject to an especially high risk of including patients misdiagnosed with CSU. As\n\n 2 a result, the Company faced a material, undisclosed risk that the \u201cdata\u201d it would have \u201cat midyear\u201d\n 3\n would be confounded by the presence of patients without CSU and thus would not permit the\n 4\n Company to \u201cselect the two doses to take into our Phase 2b\u201d study and would cause further delay\n 5\n to the timeline touted by Defendant Martell.\n 6\n 208. On July 7, 2025, Jasper issued the press release entitled \u201cJasper Therapeutics\n 7\n\n 8 Reports Clinical Data Update from Briquilimab Studies in Chronic Spontaneous Urticaria.\u201d The\n\n 9 press release disclosed, inter alia, that\n10 Results from the 240mg Q8W and the 240mg followed by 180mg Q8W dose\n11 cohorts appear to be confounded by an issue with one drug product lot used in those\n cohorts, with 10 of the 13 patients dosed with drug from the lot in question. The\n12 Company is investigating the drug product lot in question and expects to have the\n results of that investigation in the coming weeks. Key observations noted in those\n13 10 patients were lower than expected drops in mean tryptase levels and no\n discernable impact on UAS7 scores. The 2 participants enrolled in the cohorts that\n14 have been confirmed as being dosed with drug product from a different lot both\n15 achieved complete response.\n\n16 209. This statement was false and misleading because it failed to disclose the possibility\n\n17 that the \u201cconfounding\u201d of the results from the \u201c240mg Q8W and the 240mg followed by 180mg\n18 Q8W dose cohorts\u201d (i.e., cohorts 8 and 9) resulted from the inclusion of patients who had been\n19\n incorrectly diagnosed with CSU (given the Company\u2019s then-undisclosed acceptance of patients\n20\n without full medical histories and with only \u201cminimal\u201d documented history of CSU or CSU\n21\n treatment, and the Company\u2019s inclusion of study sites that lacked any \u201ccertified\n22\n\n23 Immunologist/Dermatologist with a history of diagnosing and treating CSU patients\u201d and thus\n\n24 were especially likely to wrongly diagnose patients with CSU), especially because patients\n\n25 enrolled in those specific cohorts were not required to have tried omalizumab first and thus were\n26\n subject to an especially high risk of an incorrect diagnosis.\n27\n\n28\n 66\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 70 of 87\n\n\n\n\n 1 VI. LOSS CAUSATION\n\n 2 210. On January 8, 2025, the Company issued a press release entitled \u201cJasper\n 3\n Therapeutics Reports Positive Data from BEACON Study of Briquilimab in Chronic Spontaneous\n 4\n Urticaria.\u201d The press release reported on data from 49 participants in the BEACON study.\n 5\n 211. Investors were confused and disappointed by the published results. Though certain\n 6\n cohorts showed excellent results, the critical 180 mg dose arm of the study underperformed.\n 7\n\n 8 Management blamed the 180 mg dose underperformance on the improper inclusion of two\n\n 9 patients who had been misdiagnosed as having CSU. Though unclear at the time, this was the first\n10 partial revelation to the market that Jasper had (i) not been conducting the BEACON study in\n11\n compliance with federal regulations and had failed to retain \u201cinvestigators qualified by training\n12\n and experience as appropriate experts\u201d as required by 21 CFR \u00a7 312.53(a), and (ii) enrolled\n13\n patients in violation of the BEACON protocol that had strict inclusion criteria to ensure only\n14\n\n15 patients with CSU were enrolled.\n\n16 212. The poor test results in the 180 mg dose arm injected uncertainty and delay into\n\n17 the strict timeline Jasper needed to meet to be able to compete with Celldex. On this news, Jasper\u2019s\n18 stock price collapsed from a closing price of $17.71 on January 7, 2025 to a closing price of $6.99\n19\n on January 8, 2025, on exceptionally high trading volume of 6.6 million shares.\n20\n 213. Analysts documented investor concerns. The William Blair analyst published a\n21\n report on January 8, 2025, which stated in relevant part:\n22\n\n23 On Wednesday, January 8, Jasper reported the initial results from the Phase I/II\n BEACON study of briquilimab in patients with chronic spontaneous urticaria\n24 (CSU) and held a conference call to discuss the data. Overall, the initial data do\n show strong efficacy for briquilimab across multiple cohorts, potentially exceeding\n25 UAS7 benefit in both depth and time to response s compared to Celldex\u2019s (CLDX\n $26.03) barzolvolimab. However the results show variability in terms of efficacy\n26\n with a lack of clear dose response and underperformance of the 180 mg arm.\n27\n ***\n28\n 67\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 71 of 87\n\n\n\n\n 1 Based on conversations with investors, we believe the reaction was driven by a\n lack of clear dose-dependent efficacy results (driven by 180 mg dose level), the\n 2 unclear dose relationship for safety events, and the need for additional dose\n exploration.\n 3\n\n 4 ***\n\n 5 Management did provide potential rationale for underperformance of the 180 mg\n Q8W cohort, which enrolled 7 patients total (of which 5 patients were included in\n 6 the calculation of UAS7 change, with 2 excluded due to data not available).\n Management noted that 2 of the 5 analyzed patients were clear non-responders.\n 7\n Looking into their history in more detail, management believes that these 2\n 8 patients could potentially be misdiagnosed with CSU. With censoring those 2\n patients, the complete response rates and well-controlled disease response rates\n 9 would have been 40% and 60%. However, we note that even with that censoring,\n the 180 mg Q8W cohort would have still underperformed the 120 mg Q8W cohort\n10 (50% and 75% rates, respectively).\n11\n 214. Analysts were in agreement. The Oppenheimer analyst wrote on January 8, 2025:\n12\n We suspected that we may not see a clear dose-response in BEACON due to the\n13 small patient numbers. Indeed, one confusing point for investors is lack of clinical\n response for the 180mg cohort, despite the expected drug exposure and serum\n14 tryptase reduction. JSPR mentioned two potentially misdiagnosed patients (with\n15 urticarial vasculitis) in the 180mg cohort that may explain this observation.\n\n16 215. The JMP analyst wrote: \u201cThe larger 180mg Q8W cohort underwhelmed showing\n\n17 little difference to placebo at week 12 (Q8W) and certainly underperformed barzolvolimab,\n18 possibly due to 2/7 misdiagnosed patients.\u201d\n19\n 216. On July 7, 2025 and July 9, 2025, Jasper hit investors with a one-two punch of bad\n20\n news. First, Jasper revealed that 10 of the 12 patients enrolled in BEACON cohorts 8 and 9 had\n21\n no response to briquilimab. This was disastrous. Cohorts 8 and 9 were critical to determining the\n22\n\n23 proper dosing of briquilimab for a registrational study. Accordingly, without positive test results,\n\n24 Jasper investors knew the Company could not commence a registrational study and FDA approval\n\n25 was (at best) delayed significantly. Second, only two days after revealing the negative test results,\n26\n Jasper announced a major corporate restructuring was necessary to \u201cto extend its cash runway,\n27\n including a workforce reduction of approximately 50%.\u201d The negative BEACON trial test results\n28\n 68\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 72 of 87\n\n\n\n\n 1 effectively shut Jasper out of the capital markets; Jasper could no longer tap investors to fund its\n\n 2 operations. This \u201cworkforce reduction\u201d included Jasper\u2019s Chief Medical Officer Defendant\n 3\n Tucker, the man previously responsible for the BEACON study. Jasper laid the blame squarely\n 4\n at the feet of Defendant Tucker.\n 5\n 217. On July 7, 2025, the Company issued a press release entitled \u201cJasper Therapeutics\n 6\n Reports Clinical Data Update from Briquilimab Studies in Chronic Spontaneous Urticaria.\u201d This\n 7\n\n 8 press release revealed that 10 of the 12 patients enrolled in cohorts 8 and 9 had no response to\n\n 9 briquilimab. In this press release, Defendants concealed the true cause of the poor results \u2013\n10 blaming the problem on a bad batch of briquilimab. The press release stated: \u201cResults from\n11\n [cohorts 8 and 9] appear to be confounded by an issue with one drug product lot used those\n12\n cohorts.\u201d\n13\n 218. Analysts were quick to pick up on the significant problem this created for Jasper,\n14\n\n15 even though the analysts continued to be misled by the cause of the disappointing trial data. For\n\n16 example, on July 8, 2025, RBC Capital Markets published an analyst report downgrading\n\n17 Jasper and taking its price target for the stock from $46 per share to only $5 per share. This\n18\n was a dramatic decrease. The RBC analyst noted the significance of the delay resulting from this\n19\n negative test data: \u201cUltimately, as a result, timelines for a fulsome BEACON dataset will be\n20\n pushed out\u201d allowing for \u201ckey competitors like CLDX (likely 2-3 years ahead) [to] get\n21\n entrenched.\u201d Changes in timing and the competitive landscape caused RBC Capital Markets to\n22\n\n23 make \u201cchanges to our model\u201d that resulted in dropping the its \u201c12-month price target to $5 from\n\n24 $46.\u201d\n\n25 219. Similarly, on July 7, 2025, Evercore ISI published an analyst report dropping the\n26\n Jasper target price from $50 per share to just $20 per share. The analyst wrote:\n27\n Quick summary of today\u2019s CSU data update:\n28\n 69\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 73 of 87\n\n\n\n\n 1 Following the January data, we were expecting this data to catalyze financing for\n the P2b portion of their registrational CSU study\n 2\n In this update, there was a drug product issue with 1 lot (looks like it was\n 3\n underdosed) which made much of this data uninterpretable at the key go-forward\n 4 240mg Q8W and 240mg / 180mg Q8W doses. Based on the consistency of all the\n other data shown to date, we believe this explanation and the fact that it will be\n 5 addressable.\n 6 220. William Blair also issued a report on July 7, 2025, which read:\n 7\n Jasper disclosed that some of the multi-dose cohorts from BEACON were impacted\n 8 by an inactive drug product lot, confounding the results and requiring re-dosing and\n additional patient enrollment. Unfortunately, the cohorts in question (240 mg Q8W\n 9 and 240 mg/180 mg Q8W) were of high interest as potential doses for pivotal\n development in the planned Phase IIb study, leading to a delay in dose selection\n10 and pivotal study initiation (now estimated to start in mid-2026). . . .\n11\n As a result of this setback, we are downgrading shares to Market Perform . . .\n12\n 221. On this news, Jasper\u2019s stock price fell $3.73 per share, or 55.1%, from its July 6,\n13\n 2025 closing price of $6.77, to close at $3.04 per share on July 7, 2025. This stock price decline\n14\n\n15 was directly tied to Jasper\u2019s disclosure of the poor BEACON test results in cohorts 8 and 9.\n\n16 Though investors did not know it yet, because Defendants continued to conceal the truth from the\n\n17 market, the poor BEACON test results were directly caused by Jasper using insufficiently\n18 experienced and under-qualified investigators to enroll patients in cohorts 8 and 9 of the\n19\n BEACON study, in violation of federal law and the BEACON study protocols as detailed herein,\n20\n as well as the increased risk of improper patient selection resulting from the change to the patient\n21\n eligibility criteria.\n22\n\n23 222. Five months later, on December 2, 2025, before market hours, Jasper filed a Form\n\n24 8-K with the SEC, attaching a press release\n\n25 announc[ing] the completion of its internal investigation into the anomalous lack\n of clinical response observed in the July 2025 BEACON data for cohort 8 (240mg\n26\n Q8W) and cohort 9 (240mg /180mg Q8W), where no US patients (n=10) achieved\n27 Complete Response or Well Controlled UAS7 by week 12. Based on the work\n completed, the additional data from subsequent dosing of the US patients and input\n28 from a panel of CSU KOLs, Jasper has concluded that the unexpected efficacy\n 70\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 74 of 87\n\n\n\n\n 1 results observed in the US patients was not the result of any issues with the drug\n product. Rather, it was likely a result of patient selection issues, as it appears that\n 2 9 of the 10 patients in question did not have CSU as their symptoms were not\n mast cell-driven.\n 3\n\n 4 223. The Form 8-K quoted Defendant Martell as stating: \u201cGoing forward, we are\n\n 5 confident that the learnings from this investigation and the recommendations from our KOLs will\n 6 help us minimize the enrollment of patients that may not have mast cell-driven disease.\u201d\n 7\n 224. The Form 8-K also attached a presentation entitled \u201cETESIAN Data + BEACON\n 8\n Investigation Update,\u201d dated December 2025, which stated that \u201cone new site enrolled 5 patients\n 9\n into active arms of Cohort 8 &9 with no CR or WC responses,\u201d that that new site was a\n10\n\n11 \u201c[c]ommunity-based, clinical research center,\u201d and that \u201c[a]ll patients had minimal documented\n\n12 medical history of CSU or past treatments for CSU\u201d as shown in this excerpt from the\n\n13 presentation:\n14\n\n15\n\n16\n 225. The presentation further stated that:\n17\n\n18\n\n19\n\n20\n\n21\n\n22 226. The presentation also stated that the \u201cKOL panel\u201d assembled by the Company \u2013 a\n\n23 group of experts \u2013 had made several recommendations \u201cto ensure quality patient selection,\u201d as\n\n24 follows:\n25\n\n26\n\n27\n\n28\n 71\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 75 of 87\n\n\n\n\n 1 227. This news partially revealed that Defendants\u2019 statements concerning (1) the\n\n 2 change of eligibility criteria for the BEACON study to remove the requirement that patients first\n 3\n try omalizumab were materially false and misleading, and (2) the addition of new sites and\n 4\n investigators in the BEACON study, were materially false and misleading. First, the\n 5\n announcements revealed that the BEACON study included sites and investigators with\n 6\n insufficient experience, including no certified immunologists or dermatologists and no history of\n 7\n\n 8 diagnosing and treating CSU patients. Indeed, Defendants acknowledged that they had added a\n\n 9 \u201ccommunity-based site\u201d that enrolled patients with \u201cminimal documented history of CSU or past\n10 treatments for CSU.\u201d Second, it revealed that the study took insufficient steps to determine\n11\n whether potential enrollees had CSU; for instance, it did not require a sufficiently robust review\n12\n of patient history and did not require visual records of lesions.\n13\n 228. Further, this news constituted the materialization of the undisclosed risks (1) that,\n14\n\n15 as a result of Company\u2019s change of eligibility criteria for the BEACON study to remove the\n\n16 requirement that patients first try omalizumab, patients without CSU would be enrolled, and (2)\n\n17 that, as a result of the Company adding unqualified sites and investigators to the BEACON study,\n18\n patients without CSU would be enrolled, leading to study results showing a lack of briquilimab\u2019s\n19\n efficacy for CSU and delaying the progress of the Company\u2019s IND application for briquilimab in\n20\n CSU.\n21\n 229. On this news, Jasper\u2019s stock price fell $0.14 per share, or 8.14%, to close at $1.58\n22\n\n23 per share on December 2, 2025.\n\n24 230. On January 7, 2026, after market hours, Jasper filed a Form 8-K with the SEC\n\n25 announcing that \u201c[o]n January 2, 2026, the Board of Directors (the \u2018Board\u2019) of Jasper\n26\n Therapeutics, Inc. (the \u2018Company\u2019) determined that, effective January 5, 2026, Ron Martell would\n27\n cease serving as the Company\u2019s Chief Executive Officer and President.\u201d The Form 8-K also\n28\n 72\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 76 of 87\n\n\n\n\n 1 disclosed that \u201cMr. Martell\u2019s departure from the Company constitutes a termination without\n\n 2 Cause,\u201d and that \u201c[p]ursuant to the Martell Employment Agreement, on January 5, 2026\n 3\n concurrently with Mr. Martell\u2019s departure as the Company\u2019s Chief Executive Officer and\n 4\n President, he automatically resigned from the Board.\u201d The Form 8-K announced that \u201c[e]ffective\n 5\n January 5, 2026, the Board also appointed Jeet Mahal, the Company\u2019s current Chief Operating\n 6\n Officer, as the Company\u2019s Chief Executive Officer and President,\u201d and that Mr. Mahal had also\n 7\n\n 8 been appointed to the Board. The Form 8-K quoted Thomas Wiggans, the Chairperson of the\n\n 9 Board, as stating that \u201cJeet\u2019s strategic vision and deep experience in therapeutic development\n10 make him an ideal person to drive value for our stockholders and, most importantly, for the\n11\n patients we serve.\u201d This made clear to investors, though it was already clear from the timing, that\n12\n Defendant Martell\u2019s abrupt termination as CEO was directly connected to his management of the\n13\n Company\u2019s IND application for briquilimab in CSU.\n14\n\n15 231. Then, before the market opened the next day, January 8, 2026, convened a\n\n16 conference call to present updated data from the BEACON study and the Company\u2019s open-label\n\n17 extension study in CSU and CIndU. During that call, the first analyst question was: \u201ccan you just\n18\n give us a little bit of a sense with the change in CEO at this point, what was the thinking behind\n19\n it and why do it now, so to speak?\u201d In response, Mr. Mahal stated that\n20\n this was a decision driven by the Jasper board, looking at the development stage of\n21 the company and the next stage of leadership needed to move the program forward\n into Phase 2b and pivotal studies. So the board asked that I become the CEO, given\n22\n my track record in development of multiple therapeutics from Phase 1 or Phase 2\n23 through BLA or NDA submission.\n\n24 232. This made even more clear that Martell\u2019s departure was directly related to his\n\n25 management of the Company\u2019s IND trials for briquilimab in CSU.\n26\n 233. On this news, Jasper\u2019s stock price fell $0.39 per share, or 19%, to close at $1.66\n27\n per share on January 8, 2026.\n28\n 73\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 77 of 87\n\n\n\n\n 1 234. As a result of Defendants\u2019 wrongful acts and omissions, and the precipitous\n\n 2 decline in the market value of the Company\u2019s securities, Plaintiffs and other Class members have\n 3\n suffered significant losses and damages.\n 4\n VII. THE INDIVIDUAL DEFENDANTS CLOSELY MONITORED THE BEACON\n 5 STUDY\n 6 235. A strong inference that the Individual Defendants acted with scienter is established\n 7 by the facts alleged above, as well as the fact that they closely monitored the BEACON study\n 8\n throughout the Class Period. Large swaths of the Company\u2019s personnel were tasked with tracking\n 9\n the study and distributing data regarding its progress throughout the Company and up to senior\n10\n management.\n11\n\n12 236. FE-3, who worked as a Director of Project Management from 2022 until early\n\n13 2023, was directly involved in overseeing the Company\u2019s development of briquilimab for CSU,\n14 which later includes the BEACON study. FE-3 and other members of their team tracked the CSU\n15\n program holistically, including enrollment timelines and budgets. The team held weekly project\n16\n meetings to develop the protocol for the phase 1 study for CSU, including eligibility criteria and\n17\n other aspects of study design, as well as to prepare documents that would be submitted to the\n18\n\n19 FDA in connection with the CSU program.\n\n20 237. FE-2 was a clinical data manager from late 2024 until early June 2025. FE-2\n\n21 prepared clinical trial data for use by different internal stakeholders. For instance, Jasper\u2019s\n22 operations department used it to track study progress, while safety and medical teams used such\n23\n data to review outcomes and potential safety issues. Directors tracked study progress and met\n24\n with C-suite executives regarding the data. Executives would periodically make in-person visits\n25\n to the clinical data management to discuss the details of how clinical trials were progressing. FE-\n26\n\n27 2 attended regular meetings related to the studies FE-2 was working on, which included the\n\n28 BEACON study as well as a study for briquilimab to treat asthma. Directors tracked studies on a\n 74\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 78 of 87\n\n\n\n\n 1 weekly basis, and Vice President of Clinical Operations Abby Kennedy attended these weekly\n\n 2 trial meeting updates. Moreover, about once a month, Defendants Martell and Tucker joined these\n 3\n meetings to review the details of how the studies were progressing.\n 4\n 238. In addition, per FE-2, Jasper conducted \u201ctargeted reviews\u201d of clinical studies. In\n 5\n such reviews, the Company\u2019s medical monitor would review data from a clinical trial to assess\n 6\n whether values were within expected ranges. The findings of a targeted review were provided to\n 7\n\n 8 Jasper\u2019s directors, who would then meet to discuss the findings and decide the next steps. In\n\n 9 meetings in April and May 2025, the results of a targeted review of the BEACON study were\n10 discussed. FE-2 attended those meetings, where FE-2 learned that the CSU study had relatively\n11\n few patients enrolled. There were so few patients, and thus little data, that management decided\n12\n to reduce the frequency of data reviews for the study. At that time, the Company planned to\n13\n conduct a more \u201ccomprehensive\u201d review of the BEACON study. However, FE-2 left the\n14\n\n15 Company before that comprehensive review was conducted.\n\n16 239. Senior management, including the CMO, tracked the progress of clinical studies\n\n17 through regular reporting. FE-2 said the C-suite received \u201cregular reports, weekly reports or so\u201d\n18\n from the Contract Research Organization (CRO) and from Jasper\u2019s clinical operations team. FE-\n19\n 2 explained that monitoring was conducted through CRAs, or clinical research associates, who\n20\n \u201cgo to monitor the sites.\u201d\n21\n 240. FE-4 was a senior member of Jasper\u2019s clinical development team from April 2024\n22\n\n23 until February 2025. FE-4 reported directly to Defendant Tucker and interacted with Defendant\n\n24 Martell as well. Per FE-4, \u201cit was a small company,\u201d Tucker was \u201cvery hands on\u201d with respect to\n\n25 clinical trials, and Martell was \u201cwell aware of everything.\u201d Generally, the C-Suite officers were\n26\n \u201cvery demanding\u201d and \u201cvery much hands on.\u201d FE-4 reported that Jasper closely monitored patient\n27\n enrollment in clinical trials, and Tucker tracked the progress of trials, receiving weekly reports\n28\n 75\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 79 of 87\n\n\n\n\n 1 from Jasper\u2019s clinical operations teams and from the contract research organizations retained by\n\n 2 Jasper. FE-4 reported that senior management pushed for fast enrollment of patients in studies\n 3\n because the Company was constantly facing pressure to report study results so that it could secure\n 4\n additional funding to continue its development programs.\n 5\n VIII. CLASS ACTION ALLEGATIONS\n 6\n 241. Plaintiffs bring this action as a class action pursuant to Federal Rule of Civil\n 7\n\n 8 Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or\n\n 9 otherwise acquired Jasper\u2019s publicly-traded securities during the Class Period (the \u201cClass\u201d); and\n10 were damaged upon the revelation of the alleged corrective disclosures and materialization of the\n11\n misrepresented risks. Excluded from the Class are Defendants herein, the officers and directors\n12\n of the Company, at all relevant times, members of their immediate families and their legal\n13\n representatives, heirs, successors or assigns and any entity in which Defendants have or had a\n14\n\n15 controlling interest.\n\n16 242. The members of the Class are so numerous that joinder of all members is\n\n17 impracticable. Throughout the Class Period, Jasper securities were actively traded on the\n18\n NASDAQ. While the exact number of Class members is unknown to Plaintiffs at this time and\n19\n can be ascertained only through appropriate discovery, Plaintiffs believe that there are hundreds\n20\n or thousands of members in the proposed Class. Record owners and other members of the Class\n21\n may be identified from records maintained by Jasper or its transfer agent and may be notified of\n22\n\n23 the pendency of this action by mail, using the form of notice similar to that customarily used in\n\n24 securities class actions.\n25 243. Plaintiffs\u2019 claims are typical of the claims of the members of the Class as all\n26\n members of the Class are similarly affected by Defendants\u2019 wrongful conduct in violation of\n27\n federal law that is complained of herein.\n28\n 76\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 80 of 87\n\n\n\n\n 1 244. Plaintiffs will fairly and adequately protect the interests of the members of the\n\n 2 Class and have retained counsel competent and experienced in class and securities litigation.\n 3\n Plaintiffs have no interests antagonistic to or in conflict with those of the Class.\n 4\n 245. Common questions of law and fact exist as to all members of the Class and\n 5\n predominate over any questions solely affecting individual members of the Class. Among the\n 6\n questions of law and fact common to the Class are:\n 7\n\n 8 \u2022 whether the federal securities laws were violated by Defendants\u2019 acts as alleged\n herein;\n 9\n \u2022 whether statements made by Defendants to the investing public during the Class\n10\n Period misrepresented material facts about the business, operations and\n11 management of Jasper;\n\n12 \u2022 whether the Individual Defendants caused Jasper to issue false and misleading\n updates on the BEACON study during the Class Period;\n13\n\n14 \u2022 whether Defendants acted knowingly or recklessly in issuing false and\n misleading updates on the BEACON study;\n15\n \u2022 whether the prices of Jasper securities during the Class Period were artificially\n16 inflated because of the Defendants\u2019 conduct complained of herein; and\n17\n \u2022 whether the members of the Class have sustained damages and, if so, what is the\n18 proper measure of damages.\n\n19 246. A class action is superior to all other available methods for the fair and efficient\n20 adjudication of this controversy since joinder of all members is impracticable. Furthermore, as\n21\n the damages suffered by individual Class members may be relatively small, the expense and\n22\n burden of individual litigation make it impossible for members of the Class to individually redress\n23\n the wrongs done to them. There will be no difficulty in the management of this action as a class\n24\n\n25 action.\n\n26 247. Plaintiffs will rely, in part, upon the presumption of reliance established by the\n\n27 fraud-on-the-market doctrine in that:\n28\n 77\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 81 of 87\n\n\n\n\n 1 \u2022 Defendants made public misrepresentations or failed to disclose material facts\n during the Class Period;\n 2\n\n 3 \u2022 the omissions and misrepresentations were material;\n\n 4 \u2022 Jasper securities traded in an efficient market;\n\n 5 \u2022 the Company\u2019s shares were liquid and traded with moderate to heavy volume\n during the Class Period;\n 6\n\n 7 \u2022 the Company traded on the NASDAQ and was covered by multiple analysts;\n\n 8 \u2022 the misrepresentations and omissions alleged would tend to induce a reasonable\n investor to misjudge the value of the Company\u2019s securities; and\n 9\n10 \u2022 Plaintiffs and members of the Class purchased, acquired and/or sold Jasper\n securities between the time the Defendants failed to disclose or misrepresented\n11 material facts and the time the true facts were disclosed, without knowledge of\n the omitted or misrepresented facts.\n12\n 248. Based upon the foregoing, Plaintiffs and the members of the Class are entitled to\n13\n\n14 a presumption of reliance upon the integrity of the market.\n\n15 249. Alternatively, Plaintiffs and the members of the Class are entitled to the\n16 presumption of reliance established by the Supreme Court in Affiliated Ute Citizens of the State\n17\n of Utah v. United States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as Defendants omitted material\n18\n information in their Class Period statements in violation of a duty to disclose such information,\n19\n as detailed above.\n20\n\n21 IX. COUNTS\n\n22 COUNT I\n\n23 (Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder\n Against All Defendants)\n24\n\n25 250. Plaintiffs repeat and re-allege each and every allegation contained above as if fully\n\n26 set forth herein.\n\n27\n\n28\n 78\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 82 of 87\n\n\n\n\n 1 251. This Count is asserted against Defendants and is based upon Section 10(b) of the\n\n 2 Exchange Act, 15 U.S.C. \u00a7 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.\n 3\n 252. During the Class Period, Defendants engaged in a plan, scheme, conspiracy and\n 4\n course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions,\n 5\n practices and courses of business which operated as a fraud and deceit upon Plaintiffs and the\n 6\n other members of the Class; made various untrue statements of material facts and omitted to state\n 7\n\n 8 material facts necessary in order to make the statements made, in light of the circumstances under\n\n 9 which they were made, not misleading; and employed devices, schemes and artifices to defraud\n10 in connection with the purchase and sale of securities. Such scheme was intended to, and,\n11\n throughout the Class Period, did: (i) deceive the investing public, including Plaintiffs and other\n12\n Class members, as alleged herein; (ii) artificially inflate and maintain the market price of Jasper\n13\n securities; and (iii) cause Plaintiffs and other members of the Class to purchase or otherwise\n14\n\n15 acquire Jasper securities and options at artificially inflated prices. In furtherance of this unlawful\n\n16 scheme, plan and course of conduct, Defendants, and each of them, took the actions set forth\n\n17 herein.\n18\n 253. Pursuant to the above plan, scheme, conspiracy and course of conduct, each of the\n19\n Defendants participated directly or indirectly in the preparation and/or issuance of the SEC filings,\n20\n press releases, presentations, and other statements and documents described above, including\n21\n statements made to securities analysts and the media that were designed to influence the market\n22\n\n23 for Jasper securities. Such reports, filings, releases, presentations and statements were materially\n\n24 false and misleading in that they failed to disclose material adverse information and\n\n25 misrepresented the truth about Jasper\u2019s operations and business prospects.\n26\n 254. By virtue of their positions at Jasper, Defendants had actual knowledge of the\n27\n materially false and misleading statements and material omissions alleged herein and intended\n28\n 79\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 83 of 87\n\n\n\n\n 1 thereby to deceive Plaintiffs and the other members of the Class, or, in the alternative, Defendants\n\n 2 acted with reckless disregard for the truth in that they failed or refused to ascertain and disclose\n 3\n such facts as would reveal the materially false and misleading nature of the statements made,\n 4\n although such facts were readily available to Defendants. Said acts and omissions of Defendants\n 5\n were committed willfully or with reckless disregard for the truth. In addition, each Defendant\n 6\n knew or recklessly disregarded that material facts were being misrepresented or omitted as\n 7\n\n 8 described above.\n\n 9 255. Information showing that Defendants acted knowingly or with reckless disregard\n10 for the truth is peculiarly within Defendants\u2019 knowledge and control. As the senior managers\n11\n and/or directors of Jasper, the Individual Defendants had knowledge of the details of Jasper\u2019s\n12\n internal affairs.\n13\n 256. The Individual Defendants are liable both directly and indirectly for the wrongs\n14\n\n15 complained of herein. Because of their positions of control and authority, the Individual\n\n16 Defendants were able to and did, directly or indirectly, control the content of the statements of\n\n17 Jasper. As officers and/or directors of a publicly-held company, the Individual Defendants had a\n18\n duty to disseminate timely, accurate, and truthful information with respect to Jasper\u2019s business,\n19\n operations and future prospects, including regarding the BEACON study. As a result of the\n20\n dissemination of the aforementioned false and misleading reports, releases, presentations and\n21\n public statements, the market price of Jasper securities was artificially inflated throughout the\n22\n\n23 Class Period. In ignorance of the adverse facts concerning the BEACON study, which were\n\n24 concealed by Defendants, Plaintiffs and the other members of the Class purchased or otherwise\n\n25 acquired Jasper securities at artificially inflated prices and relied upon the price of the securities,\n26\n the integrity of the market for the securities and/or upon statements disseminated by Defendants,\n27\n and were damaged thereby.\n28\n 80\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 84 of 87\n\n\n\n\n 1 257. During the Class Period, Jasper securities were traded on an active and efficient\n\n 2 market. Plaintiffs and the other members of the Class, relying on the materially false and\n 3\n misleading statements described herein, which the Defendants made, issued or caused to be\n 4\n disseminated, or relying upon the integrity of the market, purchased or otherwise acquired shares\n 5\n of Jasper securities at prices artificially inflated by Defendants\u2019 wrongful conduct. Had Plaintiffs\n 6\n and the other members of the Class known the truth, they would not have purchased or otherwise\n 7\n\n 8 acquired said securities, or would not have purchased or otherwise acquired them at the inflated\n\n 9 prices that were paid. At the time of the purchases and/or acquisitions by Plaintiffs and the Class,\n10 the true value of Jasper securities was substantially lower than the prices paid by Plaintiffs and\n11\n the other members of the Class. The market price of Jasper securities declined sharply upon public\n12\n disclosure of the facts alleged herein to the injury of Plaintiffs and Class members.\n13\n 258. By reason of the conduct alleged herein, Defendants knowingly or recklessly,\n14\n\n15 directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5\n\n16 promulgated thereunder.\n\n17 259. As a direct and proximate result of Defendants\u2019 wrongful conduct, Plaintiffs and\n18\n the other members of the Class suffered damages in connection with their respective purchases,\n19\n acquisitions and sales of the Company\u2019s securities during the Class Period, upon the disclosure\n20\n of the truth regarding Defendants\u2019 misstatements and the materialization of the risks\n21\n misrepresented by Defendants.\n22\n\n23 COUNT II\n\n24 (Violations of Section 20(a) of the Exchange Act Against the Individual Defendants)\n\n25 260. Plaintiffs repeat and re-allege each and every allegation contained in the foregoing\n26\n paragraphs as if fully set forth herein.\n27\n\n28\n 81\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 85 of 87\n\n\n\n\n 1 261. During the Class Period, the Individual Defendants participated in the operation\n\n 2 and management of Jasper, and conducted and participated, directly and indirectly, in the conduct\n 3\n of Jasper\u2019s business affairs. Because of their senior positions, they knew the adverse non-public\n 4\n information about the BEACON study.\n 5\n 262. As officers and/or directors of a publicly owned company, the Individual\n 6\n Defendants had a duty to disseminate accurate and truthful information with respect to Jasper\u2019s\n 7\n\n 8 business, operations and future prospects, including regarding the BEACON study , and to correct\n\n 9 promptly any public statements issued by Jasper which had become materially false or\n10 misleading.\n11\n 263. Because of their positions of control and authority as senior officers, the Individual\n12\n Defendants were able to, and did, control the contents of the various reports, press releases and\n13\n public filings which Jasper disseminated in the marketplace during the Class Period concerning\n14\n\n15 Jasper\u2019s business, operations and future prospects, including regarding the BEACON study.\n\n16 Throughout the Class Period, the Individual Defendants exercised their power and authority to\n\n17 cause Jasper to engage in the wrongful acts complained of herein. The Individual Defendants,\n18\n therefore, were \u201ccontrolling persons\u201d of Jasper within the meaning of Section 20(a) of the\n19\n Exchange Act. In this capacity, they participated in the unlawful conduct alleged which artificially\n20\n inflated the market price of Jasper securities.\n21\n 264. Each of the Individual Defendants, therefore, acted as a controlling person of\n22\n\n23 Jasper. By reason of their senior management positions and/or being directors of Jasper, each of\n\n24 the Individual Defendants had the power to direct the actions of, and exercised the same to cause,\n\n25 Jasper to engage in the unlawful acts and conduct complained of herein. Each of the Individual\n26\n Defendants exercised control over the general operations of Jasper and possessed the power to\n27\n\n28\n 82\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 86 of 87\n\n\n\n\n 1 control the specific activities which comprise the primary violations about which Plaintiffs and\n\n 2 the other members of the Class complain.\n 3\n 265. By reason of the above conduct, the Individual Defendants are liable pursuant to\n 4\n Section 20(a) of the Exchange Act for the violations committed by Jasper.\n 5\n X. PRAYER FOR RELIEF\n 6\n WHEREFORE, Plaintiffs demand judgment against Defendants as follows:\n 7\n\n 8 A. Determining that the instant action may be maintained as a class action under Rule\n\n 9 23 of the Federal Rules of Civil Procedure, and certifying Plaintiffs as the Class representatives;\n10 B. Requiring Defendants to pay damages sustained by Plaintiffs and the Class by\n11\n reason of the acts and transactions alleged herein;\n12\n C. Awarding Plaintiffs and the other members of the Class prejudgment and post-\n13\n judgment interest, as well as their reasonable attorneys\u2019 fees, expert fees and other costs; and\n14\n\n15 D. Awarding such other and further relief as this Court may deem just and proper.\n\n16 XI. DEMAND FOR TRIAL BY JURY\n\n17 Plaintiffs hereby demand a trial by jury.\n18\n Dated: February 17, 2026 Respectfully submitted,\n19 POMERANTZ LLP\n20\n /s/ Jonathan D. Park\n21 Jeremy A. Lieberman\n (pro hac vice application forthcoming)\n22 Jonathan D. Park\n (pro hac vice)\n23\n 600 Third Avenue, 20th Floor\n24 New York, New York 10016\n Telephone: (212) 661-1100\n25 Facsimile: (917) 463-1044\n jalieberman@pomlaw.com\n26 jpark@pomlaw.com\n27\n Jennifer Pafiti (SBN 282790)\n28 1100 Glendon Avenue, 15th Floor\n 83\n AMENDED CLASS ACTION COMPLAINT\n\f Case 5:25-cv-08010-BLF Document 34 Filed 02/17/26 Page 87 of 87\n\n\n\n\n 1 Los Angeles, California 90024\n Telephone: (310) 405-7190\n 2 jpafiti@pomlaw.com\n 3\n Counsel for Co-Lead Plaintiffs Rhys Brooks and\n 4 Jonathan Otte and Additional Plaintiff Sandra\n Lynn Grant and Co-Lead Counsel for the Class\n 5\n THE ROSEN LAW FIRM, P.A.\n 6\n\n 7 Laurence M. Rosen, Esq. (SBN 219683)\n Matthew P. Siben (SBN 223279)\n 8 355 South Grand Avenue, Suite 2450\n Los Angeles, CA 90071\n 9 Telephone: (213) 785-2610\n Facsimile: (213) 226-4684\n10\n Email: lrosen@rosenlegal.com\n11 Email: msiben@rosenlegal.com\n\n12 Counsel for Co-Lead Plaintiff Kenneth Allard\n and Co-Lead Counsel for the Class\n13\n\n14 THE SCHALL LAW FIRM\n Brian Schall (SBN 290685)\n15 2049 Century Park East, Suite 2460\n Los Angeles, CA 90067\n16 Telephone: (310) 301-3335\n brian@schallfirm.com\n17\n\n18 Additional Counsel for Co-Lead Plaintiff\n Kenneth Allard\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 84\n AMENDED CLASS ACTION COMPLAINT\n\f","ocr_status":2,"date_upload":"2026-06-03T20:04:27.585621-07:00","document_number":"34","attachment_number":null,"pacer_doc_id":"035026770877","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Amended Complaint","acms_document_guid":""}],"date_created":"2026-02-17T20:04:53.063803-08:00","date_modified":"2026-06-03T20:02:07.343684-07:00","date_filed":"2026-02-17","time_filed":"19:36:40","entry_number":34,"recap_sequence_number":"2026-02-17.001","pacer_sequence_number":129,"description":"AMENDED COMPLAINT against Herbert C. Cross, Jasper Therapeutics, Inc., Ronald A. Martell, Edwin Tucker. Filed by Jonathan Otte, Sandra Lynn Grant, Rhys Brooks, Kenneth Allard. (Park, Jonathan) (Filed on 2/17/2026) (Entered: 02/17/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/448872692/","id":448872692,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/463652784/","id":463652784,"tags":[],"absolute_url":"/docket/71395592/33/grant-v-jasper-therapeutics-inc/","date_created":"2025-12-30T17:03:56.815973-08:00","date_modified":"2026-06-03T20:02:07.307441-07:00","sha1":"1778392d2c6a2561f2855ce49736fa4df25eeb63","page_count":2,"file_size":1581317,"filepath_local":"recap/gov.uscourts.cand.456648/gov.uscourts.cand.456648.33.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.456648/gov.uscourts.cand.456648.33.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 5:25-cv-08010-BLF Document 33 Filed 12/30/25 Page 1 of 2\n\n\n\n 1 Francis J. \u201cCasey\u201d Flynn, Jr., #304712\n 2 LAW OFFICE OF FRANCIS J.\n FLYNN, JR.\n 3 6057 Metropolitan Plz\n 4 Los Angeles, CA 90036\n Tele: 314-662-2836\n 5 Email: casey@lawofficeflynn.com\n 6\n ROWLEY LAW PLLC\n 7 Shane T. Rowley, Esq.*\n 8 Danielle Rowland Lindahl, Esq.*\n 50 Main Street, Suite 1000\n 9 White Plains, New York 10606\n10 Phone: (914) 400-1920\n Fax: (914) 301-3514\n11 Email: srowley@rowleylawpllc.com\n12\n drl@rowleylawpllc.com\n\n13 * Pro hac vice forthcoming\n14\n COUNSEL FOR PLAINTIFFS\n15\n UNITED STATES DISTRICT COURT\n16 NORTHERN DISTRICT OF CALIFORNIA\n17 SANDRA LYNN GRANT, Individually Case No. 5:25-cv-08010-BLF\n and on Behalf of All Others Similarly\n18 Situated,\n JURY TRIAL DEMANDED\n19 Plaintiff,\n20 v.\n [PROPOSED] ORDER GRANTING\n21 JASPER THERAPEUTICS, INC., ADMINISTRATIVE MOTION TO\n RONALD A. MARTELL, HERBERT\n22 C. CROSS, and RELATE CASES\n EDWIN TUCKER,\n23 Judge: Beth Labson Freeman\n Defendants.\n24 Date Action Filed: September 19, 2025\n\n25 Plaintiff\u2019s Administrative Motion to Consider Whether Cases Should Be\n26 Related (the \u201cMotion\u201d) has come before the Court. Having considered the papers\n27 submitted in support, the Court ORDERS as follows:\n28 1. The Motion is GRANTED.\n\n [PROPOSED] ORDER GRANTING ADMINISTRATIVE\n -1- MOTION TO RELATE CASES\n 113936v1\n\f Case 5:25-cv-08010-BLF Document 33 Filed 12/30/25 Page 2 of 2\n\n\n\n 1 2. The Action captioned JOHN WALSH, derivatively on behalf of JASPER\n 2 THERAPEUTICS, INC. v. RONALD A. MARTELL,, ET AL., Case No. 3:25-\n 3 cv-10899 (ND Ca.) filed on December 22, 2025 is hereby related to the\n 4 action captioned SANDRA LYNN GRANT, Individually and on Behalf of All\n 5 Others Similarly Situated v. JASPER THERAPEUTICS, INC., ET AL., Case\n 6 No. 5:25-cv-08010-BLF (ND Ca.) filed on September 19, 2025. The Walsh\n 7 Action shall be reassigned to the undersigned Judge pursuant to Civil Local\n 8 Rule 3-12(f).\n 9\n10 IT IS SO ORDERED.\n11\n12 DATED: December 30, 2025\n Honorable Beth Labson Freeman\n13 United States District Court Judge\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n [PROPOSED] ORDER GRANTING ADMINISTRATIVE\n -2- MOTION TO RELATE CASES\n 113936v1\n\f","ocr_status":2,"date_upload":"2026-05-18T10:23:07.773791-07:00","document_number":"33","attachment_number":null,"pacer_doc_id":"035026596371","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Administrative Motion per Civil Local Rule 7-11","acms_document_guid":""}],"date_created":"2025-12-30T17:03:56.766241-08:00","date_modified":"2026-06-03T20:02:07.176287-07:00","date_filed":"2025-12-30","time_filed":"16:46:51","entry_number":33,"recap_sequence_number":"2025-12-30.001","pacer_sequence_number":126,"description":"ORDER GRANTING 32 ADMINISTRATIVE MOTION TO RELATE CASES. Signed by Judge Beth Labson Freeman on 12/30/2025. (blflc1, COURT STAFF) (Filed on 12/30/2025) (Entered: 12/30/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/448051973/","id":448051973,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71395592/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/462818945/","id":462818945,"tags":[],"absolute_url":"/docket/71395592/32/grant-v-jasper-therapeutics-inc/","date_created":"2025-12-22T15:01:17.985755-08:00","date_modified":"2026-06-03T20:02:06.947756-07:00","sha1":"6c87810c535ff78a1f0a5e4708eee76ca3df3534","page_count":5,"file_size":388018,"filepath_local":"recap/gov.uscourts.cand.456648/gov.uscourts.cand.456648.32.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.456648/gov.uscourts.cand.456648.32.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 5:25-cv-08010-BLF Document 32 Filed 12/22/25 Page 1 of 5\n\n\n\n 1 Francis J. \u201cCasey\u201d Flynn, Jr., #304712\n 2 LAW OFFICE OF FRANCIS J.\n FLYNN, JR.\n 3 6057 Metropolitan Plz\n 4 Los Angeles, CA 90036\n Tele: 314-662-2836\n 5 Email: casey@lawofficeflynn.com\n 6\n ROWLEY LAW PLLC\n 7 Shane T. Rowley (to seek admission pro\n 8 hac vice)\n Danielle Rowland Lindahl (to seek\n 9 admission pro hac vice)\n10 50 Main Street, Suite 1000\n White Plains, New York 10606\n11 Phone: (914) 400-1920\n12 Email: srowley@rowleylawpllc.com\n drl@rowleylawpllc.com\n13\n\n14 ATTORNEYS FOR PLAINTIFFS\n15 UNITED STATES DISTRICT COURT\n NORTHERN DISTRICT OF CALIFORNIA\n16\n\n17 SANDRA LYNN GRANT, Individually Case No. 5:25-cv-08010-BLF\n and on Behalf of All Others Similarly\n18 Situated,\n ADMINISTRATIVE MOTION TO\n19 Plaintiff, CONSIDER WHETHER CASE\n SHOULD BE RELATED\n20 v.\n21 JASPER THERAPEUTICS, INC., Judge: Honorable Beth Labson Freeman\n RONALD A. MARTELL, HERBERT Courtroom: 1, 5th Floor\n22 C. CROSS, and EDWIN TUCKER, Trial Date: None set\n23 Defendants.\n24\n Pursuant to Local Rule 3-12(b) and 7-11, Plaintiff John Walsh submits this\n25\n Administrative Motion to consider whether the following cases should be related:\n26\n Case Number Title Date Filed\n27\n\n28\n\n ADMIN. MOT. TO CONSIDER WHETHER TO RELATE\n -1- CASES; CASE NO. 5:25-CV-08010-BLF\n 113936v1\n\f Case 5:25-cv-08010-BLF Document 32 Filed 12/22/25 Page 2 of 5\n\n\n\n 1\n Grant v. Jasper Therapeutics,\n 2\n 5:25-cv-08010-BLF (N.D. Cal.) Inc. et al., (the \u201cTeamsters 9/19/2025\n 3\n Action\u201d)\n 4\n 5 JOHN WALSH, derivatively on\n\n 6 behalf of JASPER\n\n 7 THERAPEUTICS, INC. v.\n\n 8 RONALD A. MARTELL,\n\n 9 JUDITH SHIZURU, KURT\n\n10 VON EMSTER, CHRISTIAN\n\n11 NOLET, SCOTT BRUN,\n\n12 VISHAL KAPOOR, THOMAS\n\n13 3:25-cv-10899 (N.D. Cal.) WIGGANS, SVETLANA 12/22/2025\n\n14 LUCAS, WILLIAM LIS, ANNA\n\n15 FRENCH, HERBERT C.\n\n16 CROSS, AND EDWIN\n\n17 TUCKER (Defendants) and\n\n18 JASPER THERAPEUTICS,\n\n19 INC., a Delaware Corporation,\n\n20 (Nominal Defendant) (the\n\n21 \u201cWalsh\u201d Action)\n\n22 I. Applicable Standard under Civil L.R. 3-12\n23 Under Civil Local Rule 3-12, an action is related to another when: (1) the\n24 actions concern substantially the same parties, property, transaction, event, or\n25 question of law; and (2) it appears likely that there will be an unduly burdensome\n26 duplication of labor and expense or conflicting results if the cases are conducted\n27 before different judges. Civil L.R. 3-12(a)\n28 -2-\n ADMIN. MOT. TO CONSIDER WHETHER TO RELATE CASES;\n Case No. 5:25-cv-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 32 Filed 12/22/25 Page 3 of 5\n\n\n\n 1 A notice of related case must include: \u201c(1) The title and case number of each\n 2 related case; (2) A brief statement of the relationship of the actions according to the\n 3 criteria set forth in Civil L.R. 3-12(b); and (3) A statement addressing whether\n 4 assignment to a single Judge is or is not likely to conserve judicial resources and\n 5 promote an efficient determination of the action(s).\n 6 II. Related Cases\n 7 The Grant Action is a class action on behalf of all persons and entities other\n 8 than Defendants that purchased or otherwise acquired Jasper securities between\n 9 November 30, 2023 and July 3, 2025, both dates inclusive (the \u201cClass Period\u201d),\n10 seeking to recover damages caused by Defendants\u2019 violations of the federal\n11 securities laws and to pursue remedies under Sections 10(b) and 20(a) of the\n12 Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) and Rule 10b-5\n13 promulgated thereunder, against the Company and certain of its top officials.\n14 The Walsh Action is a stockholder derivative action brought by Plaintiff, a\n15 stockholder of Jasper, on behalf of the Company against the Defendants. This\n16 action alleges breaches of fiduciary duty by the Board and senior executive officers\n17 occurring from at least November 30, 2023, to July 9, 2025 (the \u201cRelevant Time\n18 Period\u201d). During that time the Defendants (as defined herein) caused or allowed\n19 Jasper to issue or make materially false and misleading statements concerning the\n20 Company\u2019s financial condition and business operations.\n21 Both Actions allege that throughout the Class Period, Defendants made\n22 materially false and/or misleading statements, as well as failed to disclose material\n23 adverse facts about the Company\u2019s business, operations, and compliance policies.\n24 Specifically, Defendants made false and/or misleading statements and/or failed to\n25 disclose that: (i) Jasper lacked the controls and procedures necessary to ensure that\n26 the third-party manufacturers on which it relied were manufacturing products in full\n27 accordance with cGMP regulations and otherwise suitable for use in clinical trials;\n28 -3-\n ADMIN. MOT. TO CONSIDER WHETHER TO RELATE CASES;\n Case No. 5:25-cv-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 32 Filed 12/22/25 Page 4 of 5\n\n\n\n 1 (ii) the foregoing failure increased the risk that results of ongoing studies would be\n 2 confounded, thereby negatively impacting the regulatory and commercial prospects\n 3 of the Company\u2019s products, including briquilimab; (iii) the foregoing increased the\n 4 likelihood of disruptive cost-reduction measures; (iv) accordingly, the Company\u2019s\n 5 business and/or financial prospects, as well as briquilimab\u2019s clinical and/or\n 6 commercial prospects, were overstated; and (v) as a result, Defendants\u2019 public\n 7 statements were materially false and misleading at all relevant times.\n 8 Furthermore, the Grant Action shares the following same parties as the\n 9 Walsh Action: JASPER THERAPEUTICS, INC., RONALD A. MARTELL,\n10 HERBERT C. CROSS, and EDWIN TUCKER.\n11 III. Conclusion\n12 For the reasons set forth above, it appears likely that there will be an unduly\n13 burdensome duplication of labor and expense or conflicting results if the cases are\n14 conducted before different Judges.\n15 Dated: December 22, 2025 By: /s/ Francis J. \u201cCasey\u201d Flynn, Jr.\n16 Francis J. \u201cCasey\u201d Flynn, Jr., #304712\n LAW OFFICE OF FRANCIS J. FLYNN,\n17 JR.\n18 6057 Metropolitan Plz\n Los Angeles, CA 90036\n19 Tele: 314-662-2836\n20 Email: casey@lawofficeflynn.com\n21 ROWLEY LAW PLLC\n22 Shane T. Rowley (to seek admission pro hac\n vice)\n23\n Danielle Rowland Lindahl (to seek admission\n24 pro hac vice)\n 50 Main Street, Suite 1000\n25\n White Plains, New York 10606\n26 Phone: (914) 400-1920\n Email: srowley@rowleylawpllc.com\n27\n drl@rowleylawpllc.com\n28 -4-\n ADMIN. MOT. TO CONSIDER WHETHER TO RELATE CASES;\n Case No. 5:25-cv-08010-BLF\n\f Case 5:25-cv-08010-BLF Document 32 Filed 12/22/25 Page 5 of 5\n\n\n\n 1\n 2 ATTORNEYS FOR PLAINTIFF\n\n 3 CERTIFICATE OF SERVICE\n 4\n I hereby certify that, on December 22, 2025, I electronically filed the\n 5 foregoing with the Clerk of the Court by using the e-filing system which will send\n 6 notification of such filing to all attorneys of record.\n 7 /s/ Francis J. \u201cCasey\u201d Flynn, Jr.\n 8\n 9\n10\n11\n12\n13\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28 -5-\n ADMIN. MOT. TO CONSIDER WHETHER TO RELATE CASES;\n Case No. 5:25-cv-08010-BLF\n\f","ocr_status":2,"date_upload":"2026-05-18T10:23:08.516564-07:00","document_number":"32","attachment_number":null,"pacer_doc_id":"035026574752","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Administrative Motion per Civil Local Rule 7-11","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479575627/","id":479575627,"tags":[],"absolute_url":"/docket/71395592/32/1/grant-v-jasper-therapeutics-inc/","date_created":"2026-05-18T10:23:09.714163-07:00","date_modified":"2026-05-22T05:11:16.900267-07:00","sha1":"da5e85b77e9b7290babf1e7dfa46c9cf2d145936","page_count":2,"file_size":363835,"filepath_local":"recap/gov.uscourts.cand.456648/gov.uscourts.cand.456648.32.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.456648/gov.uscourts.cand.456648.32.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 5:25-cv-08010-BLF Document 32-1 Filed 12/22/25 Page 1 of 2\n\n\n\n 1 Francis J. \u201cCasey\u201d Flynn, Jr., #304712\n 2 LAW OFFICE OF FRANCIS J.\n FLYNN, JR.\n 3 6057 Metropolitan Plz\n 4 Los Angeles, CA 90036\n Tele: 314-662-2836\n 5 Email: casey@lawofficeflynn.com\n 6\n ROWLEY LAW PLLC\n 7 Shane T. Rowley, Esq.*\n 8 Danielle Rowland Lindahl, Esq.*\n 50 Main Street, Suite 1000\n 9 White Plains, New York 10606\n10 Phone: (914) 400-1920\n Fax: (914) 301-3514\n11 Email: srowley@rowleylawpllc.com\n12\n drl@rowleylawpllc.com\n\n13 * Pro hac vice forthcoming\n14\n COUNSEL FOR PLAINTIFFS\n15\n UNITED STATES DISTRICT COURT\n16 NORTHERN DISTRICT OF CALIFORNIA\n17 SANDRA LYNN GRANT, Individually Case No. 5:25-cv-08010-BLF\n and on Behalf of All Others Similarly\n18 Situated,\n JURY TRIAL DEMANDED\n19 Plaintiff,\n20 v.\n [PROPOSED] ORDER GRANTING\n21 JASPER THERAPEUTICS, INC., ADMINISTRATIVE MOTION TO\n RONALD A. MARTELL, HERBERT\n22 C. CROSS, and RELATE CASES\n EDWIN TUCKER,\n23 Judge: Beth Labson Freeman\n Defendants.\n24 Date Action Filed: September 19, 2025\n\n25 Plaintiff\u2019s Administrative Motion to Consider Whether Cases Should Be\n26 Related (the \u201cMotion\u201d) has come before the Court. Having considered the papers\n27 submitted in support, the Court ORDERS as follows:\n28 1. The Motion is GRANTED.\n\n [PROPOSED] ORDER GRANTING ADMINISTRATIVE\n -1- MOTION TO RELATE CASES\n 113936v1\n\f Case 5:25-cv-08010-BLF Document 32-1 Filed 12/22/25 Page 2 of 2\n\n\n\n 1 2. The Action captioned JOHN WALSH, derivatively on behalf of JASPER\n 2 THERAPEUTICS, INC. v. RONALD A. MARTELL,, ET AL., Case No. 3:25-\n 3 cv-10899 (ND Ca.) filed on December 22, 2025 is hereby related to the\n 4 action captioned SANDRA LYNN GRANT, Individually and on Behalf of All\n 5 Others Similarly Situated v. JASPER THERAPEUTICS, INC., ET AL., Case\n 6 No. 5:25-cv-08010-BLF (ND Ca.) filed on September 19, 2025. The Walsh\n 7 Action shall be reassigned to the undersigned Judge pursuant to Civil Local\n 8 Rule 3-12(f).\n 9\n10 IT IS SO ORDERED.\n11\n12 DATED:\n Honorable Beth Labson Freeman\n13 United States District Court Judge\n14\n15\n16\n17\n18\n19\n20\n21\n22\n23\n24\n25\n26\n27\n28\n [PROPOSED] ORDER GRANTING ADMINISTRATIVE\n -2- MOTION TO RELATE CASES\n 113936v1\n\f","ocr_status":2,"date_upload":"2026-05-18T10:23:21.030568-07:00","document_number":"32","attachment_number":1,"pacer_doc_id":"035026574753","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Proposed Order Granting Administrative Motion to Relate Cases","acms_document_guid":""}],"date_created":"2025-12-22T15:01:17.894303-08:00","date_modified":"2026-06-03T20:02:06.885972-07:00","date_filed":"2025-12-22","time_filed":"14:43:56","entry_number":32,"recap_sequence_number":"2025-12-22.001","pacer_sequence_number":122,"description":"ADMINISTRATIVE MOTION Granting Administrative Motion to Relate Cases 3:25-cv-10899 and 5:25-cv-08010-BLF filed by John Walsh. Responses due by 12/26/2025. (Attachments: # 1 Proposed Order Granting Administrative Motion to Relate Cases)(Flynn, Francis) (Filed on 12/22/2025) (Entered: 12/22/2025)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=71395592&page_size=40"}