Jasper Therapeutics (JSPR) 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 01, 2023
Document Information Line Items
Entity Registrant Name	Jasper Therapeutics, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		110,326,184
Amendment Flag	false
Entity Central Index Key	0001788028
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39138
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2984849
Entity Address, Address Line One	2200 Bridge Pkwy
Entity Address, Address Line Two	Suite #102
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	(650)
Local Phone Number	549-1400
Entity Interactive Data Current	Yes
Voting Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	JSPR
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50
Document Information Line Items
Trading Symbol	JSPRW
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 129,400	$ 38,250
Other receivables		663
Prepaid expenses and other current assets	3,108	2,818
Total current assets	132,508	41,731
Property and equipment, net	3,320	3,568
Operating lease right-of-use assets	1,787	1,886
Restricted cash	417	417
Other non-current assets	725	759
Total assets	138,757	48,361
Current liabilities:
Accounts payable	3,846	1,768
Current portion of operating lease liabilities	891	865
Accrued expenses and other current liabilities	3,155	4,432
Total current liabilities	7,892	7,065
Non-current portion of operating lease liabilities	2,554	2,786
Common stock warrant liability		150
Earnout liability	782	18
Other non-current liabilities	2,331	2,353
Total liabilities	13,559	12,372
Commitments and contingencies (Note XX)
Stockholders’ equity
Preferred stock: $0.0001 par value — XX shares authorized at March 31, 2023 and December 31, 2022; none issued and outstanding at March 31, 2023 and December 31, 2022
Common stock: $0.0001 par value — XX shares authorized at March 31, 2023 and December 31, 2022; XX and 38,045,677 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	11	4
Additional paid-in capital	244,582	141,120
Accumulated deficit	(119,395)	(105,135)
Total stockholders’ equity	125,198	35,989
Total liabilities and stockholders’ equity	$ 138,757	$ 48,361

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	492,000,000	492,000,000
Common stock, shares issued	109,428,211	38,045,677
Common stock, shares outstanding	109,428,211	38,045,677

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Research and development	$ 9,805	$ 8,188
General and administrative	4,142	4,590
Total operating expenses	13,947	12,778
Loss from operations	(13,947)	(12,778)
Interest income	1,096	2
Change in fair value of earnout liability	(764)	4,593
Change in fair value of common stock warrant liability	(575)	6,050
Other expense, net	(70)	(74)
Total other (expense) income, net	(313)	10,571
Net loss and comprehensive loss	$ (14,260)	$ (2,207)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (0.16)	$ (0.06)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares)	88,159,248	36,309,683

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted	$ (0.16)	$ (0.06)
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	88,159,248	36,309,683

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 4	$ 136,964	$ (67,450)	$ 69,518
Balance (in Shares) at Dec. 31, 2021	37,855,114
Issuance of common stock upon exercise of stock options		13		13
Issuance of common stock upon exercise of stock options (in Shares)	19,073
Issuance of common stock upon exercise of common stock warrants
Issuance of common stock upon exercise of common stock warrants (in Shares)	20
Vesting of founders’ restricted stock		3		3
Stock-based compensation expense		778		778
Net loss			(2,207)	(2,207)
Balance at Mar. 31, 2022	$ 4	137,758	(69,657)	68,105
Balance (in Shares) at Mar. 31, 2022	37,874,207
Balance at Dec. 31, 2022	$ 4	141,120	(105,135)	35,989
Balance (in Shares) at Dec. 31, 2022	38,045,677
Issuance of common stock upon exercise of stock options		32		32
Issuance of common stock upon exercise of stock options (in Shares)	44,413
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $6.6 million	$ 7	96,923		96,930
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $6.6 million (in Shares)	69,000,000
Issuance of common stock through ATM offering, net of commissions and offering costs of $0.1 million		4,509		4,509
Issuance of common stock through ATM offering, net of commissions and offering costs of $0.1 million (in Shares)	2,337,496
Reclassification of common stock warrants from liability to equity (Note 7)		725		725
RSU settlements (in Shares)	625
Vesting of founders’ restricted stock		6		6
Stock-based compensation expense		1,267		1,267
Net loss			(14,260)	(14,260)
Balance at Mar. 31, 2023	$ 11	$ 244,582	$ (119,395)	$ 125,198
Balance (in Shares) at Mar. 31, 2023	109,428,211

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Unaudited) (Parentheticals) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs	$ 6.6
Issuance of common stock through ATM offering, net of commissions and offering costs	$ 0.1

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (14,260)	$ (2,207)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	274	216
Non-cash lease expense	99	56
Stock-based compensation expense	1,267	778
Change in fair value of common stock warrant liability	575	(6,050)
Change in fair value of earnout liability	764	(4,593)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(290)	(269)
Other receivables	663
Other non-current assets	34	34
Accounts payable	2,078	(2,453)
Accrued expenses and other current liabilities	(1,317)	386
Operating lease liability	(206)	(112)
Other non-current liabilities	(16)	1
Net cash used in operating activities	(10,335)	(14,213)
Cash flows used in investing activities
Purchases of property and equipment	(26)	(29)
Net cash used in investing activities	(26)	(29)
Cash flows from financing activities
Proceeds from issuance of common stock through ATM and underwritten offerings, net	101,479
Proceeds from exercise of common stock options	32	13
Net cash provided by financing activities	101,511	13
Net increase (decrease) in cash, cash equivalents and restricted cash	91,150	(14,229)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of the period	38,667	85,046
Cash, cash equivalents and restricted cash at end of the period	129,817	70,817
Supplemental and non-cash items reconciliations:
Reclassification of common stock warrant liability to equity	725
Unpaid offerings issuance costs included in accrued expenses and other current liabilities	40
Vesting of founders’ restricted stock	$ 6	3
Right-of-use asset obtained in exchange for lease liabilities		$ 1,131

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2023
Organization and Description of Business [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Description of Business Jasper Therapeutics, Inc. and its consolidated subsidiary (collectively, “Jasper” or the “Company”), is a clinical-stage biotechnology company dedicated to enabling cures through therapeutics targeting mast and hematopoietic stem cells. The Company is focused on the development and commercialization of safer and more effective therapeutic agents for diseases such as Chronic Spontaneous Urticaria, Lower to Intermediate Risk Myelodysplastic Syndrome and novel conditioning regimens for stem cell transplantation and ex-vivo gene therapy, a technique in which genetic manipulation of cells is performed outside of the body prior to transplantation. The Company is headquartered in Redwood City, California. On September 24, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination” or “Reverse Recapitalization” for accounting purposes) pursuant to the terms of the Business Combination Agreement, dated as of May 5, 2021 (the “BCA”), by and among Amplitude Healthcare Acquisition Corporation (“AMHC”), Ample Merger Sub, Inc., a then-wholly-owned subsidiary of AMHC (“Merger Sub”), and the pre-Business Combination Jasper Therapeutics, Inc. (now named Jasper Tx Corp.) (“Old Jasper”). Pursuant to the terms of the BCA, on the Closing Date, (i) Merger Sub merged with and into Old Jasper, with Old Jasper as the surviving company in the Business Combination, and, after giving effect to such Business Combination, Old Jasper became a wholly owned subsidiary of AMHC and changed its name to “Jasper Tx Corp.”, and (ii) AMHC changed its name to “Jasper Therapeutics, Inc.”. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception. During the three months ended March 31, 2023 and 2022, the Company incurred net losses of $ 14.3 $10.3 As of March 31, 2023, the Company had cash and cash equivalents of $129.4 million. The Company’s management expects that the existing cash and cash equivalents will be sufficient to fund the Company’s operating plans for at least twelve months from the issuance date of these condensed consolidated financial statements. The Company will need to raise additional financing to continue its products’ development for the foreseeable future, and expects to continue doing so until it becomes profitable. The Company’s management plans to monitor expenses and raise additional capital through a combination of public and private equity, debt financings, strategic alliances, and licensing arrangements. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company may be required to significantly curtail, delay or discontinue one or more of its research or development programs or the commercialization of any product candidate, or be unable to expand its operations or otherwise capitalize on the Company’s business opportunities, as desired, which could materially harm the Company’s business, financial condition and results of operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying condensed financial statements are consolidated and include the accounts of Jasper Therapeutics, Inc. and its wholly-owned subsidiary, Jasper Tx Corp. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 8, 2023. The information as of December 31, 2022, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any other interim period or for any other future year. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include but are not limited to the determination of the incremental borrowing rate used for operating lease liabilities, valuation of earnout liability and the measurement of stock-based compensation expense. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total amount shown in the condensed consolidated statements of cash flows (in thousands): March 31 December 31, 2023 2022 Cash and cash equivalents $ 129,400 $ 38,250 Restricted cash 417 417 Total cash, cash equivalents and restricted cash $ 129,817 $ 38,667 Cash and cash equivalents consist of a checking account and investments in money market funds with an original maturity of three months or less at the time of purchase. The recorded carrying amount of cash and cash equivalents approximates their fair value. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 8). Cash and cash equivalents balances are held at financial institutions and account balances may exceed federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions where the funds are held. Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, common stock subject to repurchase, common stock subject to restricted stock awards, the Earnout Shares, the Common Stock Warrants and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the three months ended March 31, 2023 and 2022, the diluted net loss per common share was the same as basic net loss per common share, as the impact of potentially dilutive securities was antidilutive to the net loss per common share. The Earnout Shares and common stock subject to restricted stock awards are contingently issuable shares and are not included in the diluted net loss per share calculation until contingencies are resolved. Segment Reporting The Company has determined it operates as a single operating and reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. All long-lived assets are located in the United States. New Accounting Pronouncements Not Yet Adopted In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a significant impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU were effective for all entities as of March 12, 2020 through December 31, 2022; however, in December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the sunset date from December 31, 2022 to December 31, 2024. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is currently evaluating the effect of ASU No. 2020-04 on its consolidated financial statements.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 3. FAIR VALUE MEASUREMENTS The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: ● Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; ● Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and ● Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. As of December 31, 2022, Level 1 securities consisted of highly liquid money market funds and common stock warrant liability. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy. As of March 31, 2023, Level 1 securities included money market funds. As a result of the warrant liability being reclassified to equity during the three months ended March 31, 2023, the common stock warrants are no longer securities that are measured at fair value at period end (see Note 7). Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. The Company had no financial instruments classified at Level 2 as of March 31, 2023 and December 31, 2022. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. Level 3 liabilities that are measured at fair value on a recurring basis included the earnout liability, which was recognized in connection with the Business Combination in September 2021. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at estimated fair value using Level 3 inputs. There were no transfers within the hierarchy during the three months ended March 31, 2023 and 2022. The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 126,836 $ - $ - $ 126,836 Total fair value of assets $ 126,836 $ - $ - $ 126,836 Financial liabilities Earnout liability $ - $ - $ 782 $ 782 Total fair value of financial liabilities $ - $ - $ 782 $ 782 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 37,250 $ - $ - $ 37,250 Total fair value of assets $ 37,250 $ - $ - $ 37,250 Financial liabilities Common stock warrant liability $ 150 $ - $ - $ 150 Earnout liability - - 18 18 Total fair value of financial liabilities $ 150 $ - $ 18 $ 168 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Earnout Fair Value as of January 1, 2022 $ 5,743 Change in the fair value included in other income (4,593 ) Fair Value as of March 31, 2022 $ 1,150 Fair Value as of January 1, 2023 $ 18 Change in the fair value included in other expense 764 Fair Value as of March 31, 2023 $ 782 The estimated fair value of the earnout liability is determined using a Monte Carlo simulation model, which uses a distribution of potential outcomes on a monthly basis over the earnout period prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the Company’s current common stock price, expected volatility, risk-free rate and expected term. The estimates of fair value are uncertain and changes in any of the estimated inputs used as of the date of this report could have resulted in significant adjustments to the fair value. The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurement classified in Level 3 of the fair value hierarchy at March 31, 2023: Fair value Valuation Significant Earnout liability $ 782 Monte Carlo Simulation Common stock price $ 1.81 Expected term (in years) 1.49 Expected volatility 140.0 % Risk-free interest rate 4.26 % The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurement classified in Level 3 of the fair value hierarchy at December 31, 2022: Fair value (in thousands) Valuation Significant Earnout liability $ 18 Monte Carlo Simulation Common stock price $ 0.48 Expected term (in years) 1.73 Expected volatility 105.0 % Risk-free interest rate 4.40 %

Condensed Consolidated Balanc_3

Condensed Consolidated Balance Sheet Components	3 Months Ended
	Mar. 31, 2023
Condensed Consolidated Balance Sheet Components [Abstract]
CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS	NOTE 4. CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS Prepaid expenses and other current assets The following table summarizes the details of prepaid expenses and other current assets as of the dates set forth below (in thousands): March 31, December 31, 2023 2022 Prepaid insurance $ 942 $ 1,362 Research and development prepaid expenses 925 842 Other receivables 270 118 Payroll tax credit receivable 250 250 Other prepaid expenses and current assets 721 246 Total $ 3,108 $ 2,818 Property and equipment, net The following table summarizes the details of property and equipment, net as of the dates set forth below (in thousands): March 31, December 31, 2023 2022 Leasehold improvements $ 2,477 $ 2,477 Lab equipment 1,732 1,706 Office furniture & fixtures 502 502 Computer equipment 145 145 Capitalized software 90 90 Property and equipment, gross 4,946 4,920 Less: accumulated depreciation and amortization (1,626 ) (1,352 ) Property and equipment, net $ 3,320 $ 3,568 Depreciation and amortization expenses were $0.3 Accrued expenses and other current liabilities The following table summarizes the details of accrued expenses and other current liabilities as of the dates set forth below (in thousands): March 31, December 31, 2023 2022 Research and development accrued expenses $ 2,228 $ 2,651 Accrued employee and related compensation expenses 501 1,587 Other 426 194 Total $ 3,155 $ 4,432 Other non-current liabilities The following table summarizes the details of other non-current liabilities as of the dates set forth below (in thousands): March 31, December 31, 2023 2022 CIRM grant liability $ 2,264 $ 2,264 Restricted stock liability 3 9 Other non-current liabilities 64 80 Total $ 2,331 $ 2,353

Cirm Grant

Cirm Grant	3 Months Ended
	Mar. 31, 2023
Cirm Grant Disclosure [Abstract]
CIRM GRANT	NOTE 5. CIRM GRANT In November 2020, California Institute for Regenerative Medicine (“CIRM”) awarded the Company $2.3 million in support of the research project related to a monoclonal antibody that depletes blood stem cells and enables chemotherapy-free transplants. The award was payable to the Company upon achievement of milestones over the next three years that were primarily based on patients’ enrollment to the Company’s clinical trials. CIRM may permanently cease disbursements if milestones are not met within four months of the scheduled completion date. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include but are not limited to salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net sales of CIRM-funded product candidates or CIRM-funded technology per $1.0 million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus 25% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. In the absence of explicit US GAAP guidance on contributions received by business entities from government entities, the Company has applied to the CIRM grant the recognition and measurement guidance in Accounting Standards Codification Topic 958-605 by analogy. The Company received an aggregate of $2.3 million from CIRM through March 31, 2023, of which $0.7 million was received in cash during the quarter ended March 31, 2023. As of March 31, 2023, $50,000 is available for future distribution to the Company under the grant upon achievement of a future milestone.

Significant Agreements

Significant Agreements	3 Months Ended
	Mar. 31, 2023
Significant Agreements [Abstract]
SIGNIFICANT AGREEMENTS	NOTE 6. SIGNIFICANT AGREEMENTS Amgen License Agreement In November 2019, the Company entered into a worldwide exclusive license agreement with Amgen, Inc. (“Amgen”) for briquilimab (formerly known as AMG-191 and JSP191) that also includes translational science and materials from Stanford University (the “Amgen License Agreement”). The Company was assigned and accepted Amgen’s rights and obligations, effective November 21, 2019, for the Investigator Sponsored Research Agreement (the “ISRA”), entered into in June 2013, between Amgen and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) and the Quality Agreement between Amgen and Stanford, effective as of October 7, 2015. Under the ISRA, the Company received an option to negotiate a definitive license with Stanford for rights to certain Stanford intellectual property related to the study of briquilimab in exchange for an option exercise fee of $1.0 million, payable over a two-year period (the “Option”). The Company exercised the Option on June 2, 2020. As a result, the Company has worldwide exclusive rights to develop and commercialize briquilimab. The Amgen License Agreement terminates on a country-by-country basis on the 10th anniversary of the date on which the exploitation of the licensed products is no longer covered by a valid claim under a licensed patent in such country. On a country-by-country basis, upon the expiration of the term in each country with respect to the licensed products, the licenses to the Company by Amgen become fully paid and non-exclusive. The Company and Amgen have the right to terminate the agreement for a material breach as specified in the agreement. Stanford License Agreement In March 2021, the Company entered into the Stanford License Agreement. The Company received a worldwide, exclusive license with a right to sublicense for briquilimab in the field of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated. Stanford transferred to the Company certain know-how and patents related to briquilimab (together, the “Licensed Technology”). Under the terms of this agreement, the Company will use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company will use commercially reasonable efforts to meet the milestones as specified in the agreement over the six years from execution of the Stanford License Agreement and must notify Stanford in writing as each milestone is met. The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022, which was recognized as research and development expense in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022. The Stanford License Agreement expires on a country-by-country basis on the last-to-expire valid claim of a licensed patent in such country. The Company may terminate the agreement by giving Stanford written notice at least 12 months in advance of the effective date of termination. The Company may also terminate the agreement solely with respect to any particular patent application or patent by giving Stanford written notice at least 60 days in advance of the effective date of termination. Stanford may terminate the agreement after 90 days from a written notice by Stanford, specifying a problem, including a delinquency on any report required pursuant to agreement or any payment, missing a milestone or for a material breach, unless the Company remediates the problem in that 90-day period.

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Mar. 31, 2023
Derivative Financial Instruments [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS Common Stock Warrants The Company’s Common Stock Warrants assumed in the Business Combination are traded on the Nasdaq Capital Market and may only be exercised for a whole number of shares. The Common Stock Warrants became exercisable on October 24, 2021 and will expire on September 24, 2026, unless early redeemed or if the Company extends the exercise period. As long as the Company continued to have shares of non-voting common stock outstanding, the Common Stock Warrants did not meet the equity classification guidance and were accounted for as liabilities at fair value. A holder converted all its 911,022 outstanding shares of non-voting common stock into shares of voting common stock during the three months ended March 31, 2023 and thereafter the Company no longer had any outstanding shares of non-voting common stock. As of March 31, 2023, the outstanding Common Stock Warrants for 4,999,863 shares of common stock met equity classification criteria and were reclassified to equity at the fair value of $0.7 million at the conversion date. The Company recognized a loss of $0.6 million and a gain of $6.1 million for the three months ended March 31, 2023 and 2022, respectively, classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations and comprehensive loss. The Common Stock Warrants’ fair value was $0.2 million as of December 31, 2022. Contingent Earnout Liability Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”). The Earnout Shares placed in escrow are legally issued and outstanding shares that participate in voting and dividends. The Earnout Shares (along with related escrowed dividends, if any) will be forfeited and not released from escrow at the end of the Earnout Period unless the triggering events described above are achieved during the Earnout Period. Upon the closing of the Business Combination, the contingent obligation to release the Earnout Shares was accounted for as a liability classified financial instrument upon their initial recognition because the triggering events that determine the number of shares required to be released from escrow include events that were not solely indexed to the common stock of the Company. The earnout liability is remeasured each reporting period with changes in fair value recognized in earnings. The estimated fair value of the earnout liability was $0.8 million and less than $0.1 million as of March 31, 2023 and December 31, 2022, respectively, based on a Monte Carlo simulation model. Assumptions used in the valuations are described in Note 3. No triggering event occurred as of March 31, 2023. The Company recognized a loss of $0.8 million and a gain $4.6 million for the three months ended March 31, 2023 and 2022, respectively, classified within change in fair value of earnout liability in the condensed consolidated statements of operations and comprehensive loss.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8. COMMITMENTS AND CONTINGENCIES Operating Leases In August 2020, the Company leased 7,781 rentable square feet and in January 2022, the Company leased an additional 5,611 square feet of laboratory and office space in Redwood City, California. The Company’s operating lease will expire in August 2026. In March 2022, the Company entered into an agreement for 5,144 square feet of temporary office space in Redwood City, California, for use while the extra space leased in January 2022 was under construction. The Company paid $26,000 monthly for the temporary office space rent. In conjunction with signing the lease, the Company secured a letter of credit in favor of the lessor in the amount of $0.4 million. The funds related to this letter of credit are presented as restricted cash on the Company’s condensed consolidated balance sheets. The lease agreement includes an escalation clause for increased base rent and a renewal provision allowing the Company to extend this lease for an additional 60 months at the prevailing rental rate, which the Company is not reasonably certain to exercise. In addition to base rent, the Company will pay its share of operating expenses and taxes. To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.5 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised. The Company recognized the full $1.9 million in leasehold improvements covered by these allowances during the 2021 and 2022 fiscal years. In accordance with the lease agreement, the lessor managed and supervised the construction of the improvements. In exchange for these services, the Company paid the lessor a fee equal to 5% of total construction costs. As of March 31, 2023 and December 31, 2022, the leasehold improvements constructed are presented under property and equipment on the Company’s condensed consolidated balance sheets and will be depreciated on a straight-line basis over the remaining lease term. In addition to the construction management and supervision fee noted above, the Company pays variable costs related to its share of operating expenses and taxes. These variable costs are recorded as lease expense as incurred and presented as operating expenses in the condensed consolidated statements of operations and comprehensive loss. The components of lease costs, which were included in the Company’s condensed statements of operations and comprehensive loss, are as follows (in thousands): Three Months Ended 2023 2022 Lease cost Operating lease cost $ 168 $ 119 Short-term lease cost 1 45 Total lease cost $ 169 $ 164 Supplemental information related to the Company’s operating leases is as follows: Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 276 $ 176 Weighted average remaining lease term (years) 3.4 4.4 Weighted average discount rate 8.00 % 8.00 % The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of March 31, 2023 (in thousands): Year ending December 31, Amount 2023 (remainder of the year) $ 843 2024 1,153 2025 1,187 2026 740 Total undiscounted lease payments 3,923 Less imputed interest (478 ) Total discounted lease payments 3,445 Less current portion of lease liability (891 ) Noncurrent portion of lease liability $ 2,554 Stanford Sponsored Research Agreement In September 2020, the Company entered into a sponsored research agreement with Stanford for a research program related to the treatment of Fanconi Anemia patients in Bone Marrow Failure requiring allogeneic transplant with non-sibling donors at Stanford Lucile Packard Children’s Hospital (the “Research Project”) using briquilimab. Stanford will perform the Research Project and is fully responsible for costs and operations related to the Research Project. In addition, Stanford owns the entire right, title, and interest, in and to all technology developed using Stanford facilities and by Stanford personnel through the performance of the Research Project under this agreement (the “Fanconi Anemia Research Project IP”). Under this agreement, Stanford granted the Company an exclusive option to license Stanford’s rights in the Fanconi Anemia Research Project IP (the “Fanconi Anemia Option”) in the field of commercialization of briquilimab. There is no license granted or other intellectual property transferred under this agreement until the Fanconi Anemia Option is exercised. As of March 31, 2023, the Company has not yet exercised the Fanconi Anemia Option. As consideration for the services performed by Stanford under this sponsored research agreement, the Company agreed to pay Stanford a total of $0.9 million over approximately 3 years upon the achievement of development and clinical milestones, including FDA filings and patients’ enrollment. The first milestone in the amount of $0.3 million was achieved in 2020. The second milestone in the amount of $0.3 million was achieved in February 2022 and recognized as a research and development expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The third milestone is based on the progress of the clinical trials and will be recognized if and when achieved. License Agreements In March 2021, the Company entered into the Stanford License Agreement (Note 6), pursuant to which the Company is required to pay annual license maintenance fees, clinical development and commercial sales milestones and low single-digit royalties on net sales of licensed products. All products were in development as of March 31, 2023, and no royalties were due as of such date. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022 and recognized this as a research and development expense in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022. Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the three months ended March 31, 2023 and the year ended December 31, 2022, and, to the best of its knowledge, no material legal proceedings are currently pending. Guarantees and Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of March 31, 2023 and December 31, 2022, the Company does not have any material indemnification claims that are probable or reasonably possible and consequently has not recorded related liabilities.

Common Stock

Common Stock	3 Months Ended
	Mar. 31, 2023
Common Stock [Abstract]
COMMON STOCK	NOTE 9: COMMON STOCK The Company is authorized to issue 490,000,000 shares of voting common stock, 2,000,000 shares of non-voting common stock, and 10,000,000 shares of undesignated preferred stock. There were 109,428,211 shares of voting common stock, no shares of non-voting common stock and no shares of preferred stock issued and outstanding as of March 31, 2023. As of March 31, 2023 and December 31, 2022, the Company had shares of its common stock reserved for future issuance as follows: March 31, December 31, 2023 2022 Outstanding and issued common stock options 8,903,590 6,169,180 Common stock warrants 4,999,863 4,999,863 Outstanding restricted stock units 2,616,820 2,617,445 Shares available for grant under 2021 Employee Stock Purchase Plan 1,249,573 869,117 Shares available for grant under 2021 Equity Incentive Plan 1,220,496 1,383,661 Shares available for grant under 2022 Inducement Equity Incentive Plan 201,841 1,295,672 Total shares of common stock reserved 19,192,183 17,334,938 Shelf Registration Statement and Public Offering In October 2022, the Company filed a shelf registration statement on Form S-3 (the “Prior S-3”) with the U.S. Securities and Exchange Commission (“SEC”). The Company could sell from time to time up to $150.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the Prior S-3. In April 2023, the Company filed a new shelf registration statement on Form S-3 (“New S-3”) with the SEC, which was declared effective on May 5, 2023 and superseded the Prior S-3. The Company can sell from time to time up to $250.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the New S-3. The terms of any offering under the New S-3 will be established at the time of such offering and will be described in a prospectus supplement to the New S-3 filed with the SEC prior to the completion of any such offering. In January 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”). The Company sold 69,000,000 shares of common stock, including 9,000,000 shares issued as a result of the exercise of the Underwriters’ option to purchase 9,000,000 shares and received net proceeds of $96.9 million. ATM Offering In November 2022, the Company entered into a Controlled Equity Offering SM On May 5, 2023, the Company filed with the SEC a prospectus under the New S-3 in connection with the ATM Offering, pursuant to which the Company can now offer and sell shares of common stock having an aggregate offering price of up to $75.0 million. Approximately $175.0 million remained available and unallocated under the New S-3 and $75.0 million remained available under the ATM Offering.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 10. STOCK-BASED COMPENSATION On September 23, 2021, the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”) became effective. The 2021 Plan and ESPP provide for annual automatic increases in the number of shares reserved under each plan on January 1 of each year, beginning on January 1, 2022 and through January 1, 2031. The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of March 31, 2023, 8,025,655 shares were reserved for issuance under the 2021 Plan, of which 1,220,496 shares were available for future grant and 6,805,159 shares were subject to outstanding options and restricted stock units (“RSUs”), including performance-based awards. As of March 31, 2023, 59,434 shares have been issued under the ESPP and 1,249,573 shares were reserved and available for future issuance. On March 14, 2022, the compensation committee of the board adopted the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”) under which the Company may grant equity awards to new employees. The only persons eligible to receive grants under the 2022 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. As of March 31, 2023, 3,000,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 201,841 shares were available for future grant and 2,798,159 shares were subject to outstanding stock options. Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and other awards to employees, directors and consultants. Under the 2022 Inducement Plan, the Company can grant nonstatutory stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards and other awards, but only to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. Under the ESPP, the Company can grant purchase rights to employees to purchase shares of common stock at a purchase price which equal to 85% of the fair market value of common stock on the offering date or on the exercise date, whichever is lower. Stock options under the 2021 Plan and the 2022 Inducement Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant, provided, however, that the exercise price of an ISO (which cannot be granted pursuant to the 2022 Inducement Plan) granted to a 10% stockholder may not be less than 110% of the fair market value of the shares. Stock options granted to employees and non-employees generally vest ratably over four years. Stock Option Activity The following table summarizes the stock option activity, including performance-based stock options, under the 2021 Plan, the 2022 Inducement Plan and the Company’s 2019 Equity Incentive Plan for the three months ended March 31, 2023: Options Outstanding Number of Weighted Weighted - Aggregate Balance, January 1, 2023 6,169,180 $ 2.25 7.80 $ - Options granted 3,017,696 $ 1.85 Options exercised (44,413 ) $ 0.71 Options cancelled/forfeited (238,873 ) $ 0.78 Balance, March 31, 2023 8,903,590 $ 2.16 8.37 $ 2,523 Vested and expected to vest, March 31, 2023 8,903,590 $ 2.16 8.37 $ 2,523 Exercisable – March 31, 2023 3,058,616 $ 1.68 6.69 $ 2,189 The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the three months ended March 31, 2023 was $0.1 million. The total fair value of options that vested during the three months ended March 31, 2023 and 2022 was $1.5 million and $0.4 million, respectively. The weighted-average grant date fair value of options granted during the three months ended March 31, 2023 and 2022 was $1.52 and $1.95 per share, respectively. Future stock-based compensation for unvested options as of March 31, 2023 was $10.4 million, which is expected to be recognized over a weighted-average period of 3.2 years, including $0.1 million related to performance-based stock options, which is expected to be recognized over a weighted-average period of 0.5 years. Performance-based stock options During the three months ended March 31, 2023, the Company granted 50,000 shares subject to performance-based stock options with the weighted-average exercise price of $1.92 which are included in the table above. As of March 31, 2023, 513,959 shares subject to the performance-based stock options with the weighted-average exercise price of $1.47 per share and weighted-average contractual life of 8.0 years were outstanding. The following table summarizes the performance-based stock options activity under the 2021 Plan and the 2019 Plan for the year ended March 31, 2023: Options Weighted Weighted Aggregate Balance, January 1, 2023 463,959 $ 1.42 8.06 $ - Options granted 50,000 $ 1.92 - $ - Balance, March 31, 2023 513,959 $ 1.47 8.02 $ 337,635 Vested and expected to vest, March 31, 2023 513,959 $ 1.47 8.02 $ 337,635 Exercisable 308,959 $ 0.73 7.18 $ 337,635 Restricted Stock Units (RSUs) The following table provides a summary of RSUs activity under the 2021 Plan during the three months ended March 31, 2023: Number of Weighted Unvested restricted stock units at January 1, 2023 2,617,445 $ 0.79 Vested (625 ) $ 3.54 Unvested restricted stock units at March 31, 2023 2,616,820 $ 0.79 Vested and unreleased - $ - Outstanding restricted stock units at March 31, 2023 2,616,820 $ 0.79 The total fair value of RSUs that vested during the three months ended March 31, 2023 was less than $0.1 million. Unamortized stock-based compensation for restricted stock units as of March 31, 2023 was $1.1 million, which is expected to be recognized over a weighted-average period of 0.5 years. In April 2023, 1,308,106 RSUs vested, and the Company released 855,173 shares of the common stock, net of tax withholdings, to the RSU holders. Employee Stock Purchase Plan The first offering period under the ESPP commenced in June 2022 and ended in December 2022. The second offering period commenced in December 2022 and will end in June 2023. The Company issued no shares of common stock under the ESPP and recognized less than $0.1 million compensation expense related to the ESPP during the three months ended March 31, 2023. Unamortized stock-based compensation for shares issuable under the ESPP as of March 31, 2023 was less than $0.1 million, which is expected to be recognized over a weighted-average period of 0.2 years. The Company recorded $0.1 million in accrued expenses and other current liabilities related to contributions withheld as of March 31, 2023. Stock-Based Compensation Expense The following table presents stock-based compensation expenses related to options and RSUs granted to employees and non-employees, ESPP awards and restricted common stock shares issued to founders (in thousands): Three Months Ended 2023 2022 Research and development $ 468 $ 222 General and administrative 799 556 Total $ 1,267 $ 778 The Company recognized less than $0.1 million of stock-based compensation expense related to performance-based options and RSUs during each of the three months ended March 31, 2023 and 2022. Valuation of Stock Options The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2023 2022 Expected term (in years) 5.25 – 6.08 1.00 – 6.08 Expected volatility 103.34% – 104.07% 63.41% – 88.27% Risk-free interest rate 3.45% – 4.25% 1.40% – 2.35% Expected dividend yield — — Valuation of ESPP Awards No ESPP awards were granted during the three months ended March 31, 2023 and 2022.

Net Loss Per Share Attributable

Net Loss Per Share Attributable to Common Stockholders	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS	NOTE 11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (14,260 ) $ (2,207 ) Denominator: Weighted average common shares outstanding 89,372,008 37,868,748 Less: Weighted-average unvested restricted shares (162,760 ) (509,065 ) Less: Shares subject to earnout (1,050,000 ) (1,050,000 ) Weighted average shares used to compute basic and diluted net loss per share 88,159,248 36,309,683 Net loss per share attributable to common stockholders – basic and diluted $ (0.16 ) $ (0.06 ) The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: March 31, 2023 2022 Outstanding and issued common stock options 8,903,590 5,888,872 Common stock warrants 4,999,863 4,999,863 Outstanding RSUs 2,616,820 94,972 Unvested restricted common stock 94,126 470,630 Total 16,614,399 11,454,337

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 12. RELATED PARTIES The Company entered into consulting agreements with two founders, one of whom is also a member of the Board, and each of whom also received founders’ common stock shares for services and assigned patents. The Company recorded $0.1 million for the founders’ advisory and consulting services performed for the three months ended March 31, 2023 and 2022. These expenses were recorded as research and development expenses in the condensed consolidated statements of operations and comprehensive loss. Also, the Company’s Licensed Technology from Stanford (see Note 6) was created in the Stanford laboratory of Professor Judith Shizuru, one of the Company’s founders and a member of the Board.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying condensed financial statements are consolidated and include the accounts of Jasper Therapeutics, Inc. and its wholly-owned subsidiary, Jasper Tx Corp. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 8, 2023. The information as of December 31, 2022, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any other interim period or for any other future year.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include but are not limited to the determination of the incremental borrowing rate used for operating lease liabilities, valuation of earnout liability and the measurement of stock-based compensation expense. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.
Cash, Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total amount shown in the condensed consolidated statements of cash flows (in thousands): March 31 December 31, 2023 2022 Cash and cash equivalents $ 129,400 $ 38,250 Restricted cash 417 417 Total cash, cash equivalents and restricted cash $ 129,817 $ 38,667 Cash and cash equivalents consist of a checking account and investments in money market funds with an original maturity of three months or less at the time of purchase. The recorded carrying amount of cash and cash equivalents approximates their fair value. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 8). Cash and cash equivalents balances are held at financial institutions and account balances may exceed federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions where the funds are held.
Net Loss per Share Attributable to Common Stockholders	Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, common stock subject to repurchase, common stock subject to restricted stock awards, the Earnout Shares, the Common Stock Warrants and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the three months ended March 31, 2023 and 2022, the diluted net loss per common share was the same as basic net loss per common share, as the impact of potentially dilutive securities was antidilutive to the net loss per common share. The Earnout Shares and common stock subject to restricted stock awards are contingently issuable shares and are not included in the diluted net loss per share calculation until contingencies are resolved.
Segment Reporting	Segment Reporting The Company has determined it operates as a single operating and reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. All long-lived assets are located in the United States.
New Accounting Pronouncements Not Yet Adopted	New Accounting Pronouncements Not Yet Adopted In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a significant impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU were effective for all entities as of March 12, 2020 through December 31, 2022; however, in December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the sunset date from December 31, 2022 to December 31, 2024. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is currently evaluating the effect of ASU No. 2020-04 on its consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of reconciliation of cash and cash equivalents and restricted cash	March 31 December 31, 2023 2022 Cash and cash equivalents $ 129,400 $ 38,250 Restricted cash 417 417 Total cash, cash equivalents and restricted cash $ 129,817 $ 38,667

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities	March 31, 2023 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 126,836 $ - $ - $ 126,836 Total fair value of assets $ 126,836 $ - $ - $ 126,836 Financial liabilities Earnout liability $ - $ - $ 782 $ 782 Total fair value of financial liabilities $ - $ - $ 782 $ 782 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 37,250 $ - $ - $ 37,250 Total fair value of assets $ 37,250 $ - $ - $ 37,250 Financial liabilities Common stock warrant liability $ 150 $ - $ - $ 150 Earnout liability - - 18 18 Total fair value of financial liabilities $ 150 $ - $ 18 $ 168
Schedule of changes in the fair value of the company’s Level 3 financial liabilities	Earnout Fair Value as of January 1, 2022 $ 5,743 Change in the fair value included in other income (4,593 ) Fair Value as of March 31, 2022 $ 1,150 Fair Value as of January 1, 2023 $ 18 Change in the fair value included in other expense 764 Fair Value as of March 31, 2023 $ 782
Schedule of fair value measurements	Fair value Valuation Significant Earnout liability $ 782 Monte Carlo Simulation Common stock price $ 1.81 Expected term (in years) 1.49 Expected volatility 140.0 % Risk-free interest rate 4.26 % Fair value (in thousands) Valuation Significant Earnout liability $ 18 Monte Carlo Simulation Common stock price $ 0.48 Expected term (in years) 1.73 Expected volatility 105.0 % Risk-free interest rate 4.40 %

Condensed Consolidated Balanc_4

Condensed Consolidated Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2023
Condensed Consolidated Balance Sheet Components [Abstract]
Schedule of prepaid expenses and other current assets	March 31, December 31, 2023 2022 Prepaid insurance $ 942 $ 1,362 Research and development prepaid expenses 925 842 Other receivables 270 118 Payroll tax credit receivable 250 250 Other prepaid expenses and current assets 721 246 Total $ 3,108 $ 2,818
Schedule of property and equipment	March 31, December 31, 2023 2022 Leasehold improvements $ 2,477 $ 2,477 Lab equipment 1,732 1,706 Office furniture & fixtures 502 502 Computer equipment 145 145 Capitalized software 90 90 Property and equipment, gross 4,946 4,920 Less: accumulated depreciation and amortization (1,626 ) (1,352 ) Property and equipment, net $ 3,320 $ 3,568
Schedule of accrued expenses and other current liabilities	March 31, December 31, 2023 2022 Research and development accrued expenses $ 2,228 $ 2,651 Accrued employee and related compensation expenses 501 1,587 Other 426 194 Total $ 3,155 $ 4,432
Schedule of other non-current liabilities	March 31, December 31, 2023 2022 CIRM grant liability $ 2,264 $ 2,264 Restricted stock liability 3 9 Other non-current liabilities 64 80 Total $ 2,331 $ 2,353

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of components of lease costs	Three Months Ended 2023 2022 Lease cost Operating lease cost $ 168 $ 119 Short-term lease cost 1 45 Total lease cost $ 169 $ 164
Schedule of operating leases	Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 276 $ 176 Weighted average remaining lease term (years) 3.4 4.4 Weighted average discount rate 8.00 % 8.00 %
Schedule of operating lease liabilities showing the aggregate lease payments	Year ending December 31, Amount 2023 (remainder of the year) $ 843 2024 1,153 2025 1,187 2026 740 Total undiscounted lease payments 3,923 Less imputed interest (478 ) Total discounted lease payments 3,445 Less current portion of lease liability (891 ) Noncurrent portion of lease liability $ 2,554

Common Stock (Tables)

Common Stock (Tables)	3 Months Ended
	Mar. 31, 2023
Common Stock [Abstract]
Schedule of common stock reserved for future issuance	March 31, December 31, 2023 2022 Outstanding and issued common stock options 8,903,590 6,169,180 Common stock warrants 4,999,863 4,999,863 Outstanding restricted stock units 2,616,820 2,617,445 Shares available for grant under 2021 Employee Stock Purchase Plan 1,249,573 869,117 Shares available for grant under 2021 Equity Incentive Plan 1,220,496 1,383,661 Shares available for grant under 2022 Inducement Equity Incentive Plan 201,841 1,295,672 Total shares of common stock reserved 19,192,183 17,334,938

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of the performance-based stock options activity	Options Outstanding Number of Weighted Weighted - Aggregate Balance, January 1, 2023 6,169,180 $ 2.25 7.80 $ - Options granted 3,017,696 $ 1.85 Options exercised (44,413 ) $ 0.71 Options cancelled/forfeited (238,873 ) $ 0.78 Balance, March 31, 2023 8,903,590 $ 2.16 8.37 $ 2,523 Vested and expected to vest, March 31, 2023 8,903,590 $ 2.16 8.37 $ 2,523 Exercisable – March 31, 2023 3,058,616 $ 1.68 6.69 $ 2,189
Schedule of the performance-based stock options activity	Options Weighted Weighted Aggregate Balance, January 1, 2023 463,959 $ 1.42 8.06 $ - Options granted 50,000 $ 1.92 - $ - Balance, March 31, 2023 513,959 $ 1.47 8.02 $ 337,635 Vested and expected to vest, March 31, 2023 513,959 $ 1.47 8.02 $ 337,635 Exercisable 308,959 $ 0.73 7.18 $ 337,635
Schedule of RSUs activity	Number of Weighted Unvested restricted stock units at January 1, 2023 2,617,445 $ 0.79 Vested (625 ) $ 3.54 Unvested restricted stock units at March 31, 2023 2,616,820 $ 0.79 Vested and unreleased - $ - Outstanding restricted stock units at March 31, 2023 2,616,820 $ 0.79
Schedule of stock-based compensation expense	Three Months Ended 2023 2022 Research and development $ 468 $ 222 General and administrative 799 556 Total $ 1,267 $ 778
Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model	Three Months Ended March 31, 2023 2022 Expected term (in years) 5.25 – 6.08 1.00 – 6.08 Expected volatility 103.34% – 104.07% 63.41% – 88.27% Risk-free interest rate 3.45% – 4.25% 1.40% – 2.35% Expected dividend yield — —

Net Loss Per Share Attributab_2

Net Loss Per Share Attributable to Common Stockholders (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of basic and diluted net loss per share attributable to common stockholders	Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (14,260 ) $ (2,207 ) Denominator: Weighted average common shares outstanding 89,372,008 37,868,748 Less: Weighted-average unvested restricted shares (162,760 ) (509,065 ) Less: Shares subject to earnout (1,050,000 ) (1,050,000 ) Weighted average shares used to compute basic and diluted net loss per share 88,159,248 36,309,683 Net loss per share attributable to common stockholders – basic and diluted $ (0.16 ) $ (0.06 )
Schedule of diluted net loss per share attributable to common stockholders	March 31, 2023 2022 Outstanding and issued common stock options 8,903,590 5,888,872 Common stock warrants 4,999,863 4,999,863 Outstanding RSUs 2,616,820 94,972 Unvested restricted common stock 94,126 470,630 Total 16,614,399 11,454,337

Organization and Description _2

Organization and Description of Business (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Incurred net losses		$ 2,200
Operating cash flows		$ 14,200
Accumulated deficit	119,400		$ 105,100
Cash and Cash Equivalents, at Carrying Value	$ 129,400		$ 38,250

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash and cash equivalents and restricted cash - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash [Abstract]
Cash and cash equivalents	$ 129,400	$ 38,250
Restricted cash	417	417
Total cash, cash equivalents and restricted cash	$ 129,817	$ 38,667

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Financial assets
Money market funds	$ 126,836	$ 37,250
Total fair value of assets	126,836	37,250
Financial liabilities
Common stock warrant liability		150
Earnout liability	782	18
Total fair value of financial liabilities	782	168
Level 1 [Member]
Financial assets
Money market funds	126,836	37,250
Total fair value of assets	126,836	37,250
Financial liabilities
Common stock warrant liability		150
Earnout liability
Total fair value of financial liabilities		150
Level 2 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability
Total fair value of financial liabilities
Level 3 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability	782	18
Total fair value of financial liabilities	$ 782	$ 18

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of changes in the fair value of the company’s Level 3 financial liabilities - Earnout Liability [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value Measurements (Details) - Schedule of changes in the fair value of the company’s Level 3 financial liabilities [Line Items]
Fair value, as of beginning	$ 18	$ 5,743
Change in the fair value included in other income (expense)	764	(4,593)
Fair value, as of ending	$ 782	$ 1,150

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value measurements - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Fair Value Measurements [Abstract]
Fair value (in Dollars)	$ 782	$ 18
Valuation methodology	Monte Carlo Simulation	Monte Carlo Simulation
Common stock price (in Dollars per share)	$ 1.81	$ 0.48
Expected term (in years)	1 year 5 months 26 days	1 year 8 months 23 days
Expected volatility	140%	105%
Risk-free interest rate	4.26%	4.40%

Condensed Consolidated Balanc_5

Condensed Consolidated Balance Sheet Components (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Condensed Financial Information Disclosure [Abstract]
Depreciation and amortization expenses		$ 0.2

Condensed Consolidated Balanc_6

Condensed Consolidated Balance Sheet Components (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule Of Prepaid Expenses And Other Current Assets Abstract
Prepaid insurance	$ 942	$ 1,362
Research and development prepaid expenses	925	842
Other receivables	270	118
Payroll tax credit receivable	250	250
Other prepaid expenses and current assets	721	246
Total	$ 3,108	$ 2,818

Condensed Consolidated Balanc_7

Condensed Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Abstract]
Leasehold improvements	$ 2,477	$ 2,477
Lab equipment	1,732	1,706
Office furniture & fixtures	502	502
Computer equipment	145	145
Capitalized software	90	90
Property and equipment, gross	4,946	4,920
Less: accumulated depreciation and amortization	(1,626)	(1,352)
Property and equipment, net	$ 3,320	$ 3,568

Condensed Consolidated Balanc_8

Condensed Consolidated Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Research and development accrued expenses	$ 2,228	$ 2,651
Accrued employee and related compensation expenses	501	1,587
Other	426	194
Total	$ 3,155	$ 4,432

Condensed Consolidated Balanc_9

Condensed Consolidated Balance Sheet Components (Details) - Schedule of other non-current liabilities - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule of Other Non Current Liabilities [Abstract]
CIRM grant liability	$ 2,264	$ 2,264
Restricted stock liability	3	9
Other non-current liabilities	64	80
Total	$ 2,331	$ 2,353

Cirm Grant (Details)

Cirm Grant (Details) - USD ($)	1 Months Ended		3 Months Ended
	Feb. 28, 2022	Nov. 30, 2020	Mar. 31, 2023
Cirm Grant Disclosure [Abstract]
Research project related cost	$ 300,000	$ 2,300,000
Percentage of licensing fees			0.10%
CIRM fund technology			$ 1,000,000
Percentage of converted loan			60%
Received from interest rate			25%
Received aggregate from CIRM			$ 2,300,000
Cash			700,000
Other receivables milestone			$ 50,000

Significant Agreements (Details

Significant Agreements (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Significant Agreements (Details) [Line Items]
Annual license maintenance fees, description	The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022, which was recognized as research and development expense in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022.
ISRA [Member]
Significant Agreements (Details) [Line Items]
Option exercise fee	$ 1

Derivative Financial Instrume_2

Derivative Financial Instruments (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Sep. 24, 2021
Derivative Financial Instruments (Details) [Line Items]
Expire date	Sep. 24, 2026
Non voting common stock	$ 911,022
Warrants	4,999,863
Fair value equity	0.7
Recognized gain (loss)	$ 600,000	$ 6,100,000
Fair value of common stock				$ 200,000
Description of contingent earnout liability	Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”).
Common stock warrants fair value	$ 800,000		$ 100,000
Monte Carlo Simulation Model [Member]
Derivative Financial Instruments (Details) [Line Items]
Recognized gain (loss)	$ 0.8	$ 4,600,000

Commitments and Contingencies_2

Commitments and Contingencies (Details)	1 Months Ended							3 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($) ft²	Feb. 28, 2022 USD ($)	Jan. 31, 2022 m²	Mar. 31, 2021	Nov. 30, 2020 USD ($)	Aug. 31, 2020 m²	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Rentable square feet (in Square Meters) | m²				5,611			7,781
Agreement for square feet (in Square Feet) | ft²		5,144
Temporary office space rent								$ 26,000
Lessor amount								$ 400,000
Improvement allowance, description								To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.5 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised.
Leasehold improvements									$ 1,900,000
Net construction costs, percentage								5%
Pay stanford net								$ 900,000
Pay stanford net term								3 years
First milestone agreement paid								$ 300,000
Research and development expense			$ 300,000			$ 2,300,000
License agreements, description					In March 2021, the Company entered into the Stanford License Agreement (Note 6), pursuant to which the Company is required to pay annual license maintenance fees, clinical development and commercial sales milestones and low single-digit royalties on net sales of licensed products.
License maintenance fee	$ 25,000	$ 25,000

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of components of lease costs - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lease cost
Operating lease cost	$ 168	$ 119
Short-term lease cost	1	45
Total lease cost	$ 169	$ 164

Commitments and Contingencies_4

Commitments and Contingencies (Details) - Schedule of operating leases - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule of Operating Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 276	$ 176
Weighted average remaining lease term (years)	3 years 4 months 24 days	4 years 4 months 24 days
Weighted average discount rate	8%	8%

Commitments and Contingencies_5

Commitments and Contingencies (Details) - Schedule of operating lease liabilities showing the aggregate lease payments $ in Thousands	Mar. 31, 2023 USD ($)
Schedule of Operating Lease Liabilities Showing the Aggregate Lease Payments [Abstract]
2023 (remainder of the year)	$ 843
2024	1,153
2025	1,187
2026	740
Total undiscounted lease payments	3,923
Less imputed interest	(478)
Total discounted lease payments	3,445
Less current portion of lease liability	(891)
Noncurrent portion of lease liability	$ 2,554

Common Stock (Details)

Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	3 Months Ended
	May 05, 2023	Jan. 31, 2023	Oct. 07, 2022	Jan. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Common Stock (Details) [Line Items]
Common stock, shares issued (in Shares)					109,428,211	38,045,677
Sale of stock					$ 150
Common stock value			$ 250
Price per share (in Dollars per share)		$ 69,000,000		$ 69,000,000
Share issued (in Shares)		9,000,000		9,000,000	3,000,000
Underwriting agreement price (in Dollars per share)		$ 9,000,000
Total net proceeds				$ 4.5
Aggregate offering price					$ 15.5
Issued of aggregate of shares (in Shares)				2,337,496
Available offering amount					175
Offering cost					$ 75
IPO [Member]
Common Stock (Details) [Line Items]
Total net proceeds				$ 96.9
Common Stock [Member]
Common Stock (Details) [Line Items]
Shares of voting common stock (in Shares)					490,000,000
Shares of non-voting common stock (in Shares)					2,000,000
Preferred Stock [Member]
Common Stock (Details) [Line Items]
Shares of undesignated preferred stock (in Shares)					10,000,000
Subsequent Event [Member]
Common Stock (Details) [Line Items]
Aggregate offering price	$ 75

Common Stock (Details) - Schedu

Common Stock (Details) - Schedule of common stock reserved for future issuance - shares	Mar. 31, 2023	Dec. 31, 2022
Schedule Of Common Stock Reserved For Future Issuance Abstract
Outstanding and issued common stock options	8,903,590	6,169,180
Common stock warrants	4,999,863	4,999,863
Outstanding restricted stock units	2,616,820	2,617,445
Shares available for grant under 2021 Employee Stock Purchase Plan	1,249,573	869,117
Shares available for grant under 2021 Equity Incentive Plan	1,220,496	1,383,661
Shares available for grant under 2022 Inducement Equity Incentive Plan	201,841	1,295,672
Total shares of common stock reserved	19,192,183	17,334,938

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)		3 Months Ended
	Apr. 01, 2023	Mar. 31, 2023	Mar. 31, 2022	Jan. 31, 2023	Dec. 31, 2022
Stock-Based Compensation (Details) [Line Items]
Equity incentive plan, description		The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of March 31, 2023, 8,025,655 shares were reserved for issuance under the 2021 Plan, of which 1,220,496 shares were available for future grant and 6,805,159 shares were subject to outstanding options and restricted stock units (“RSUs”), including performance-based awards. As of March 31, 2023, 59,434 shares have been issued under the ESPP and 1,249,573 shares were reserved and available for future issuance.
Issuance of share (in Shares)		3,000,000		9,000,000
Future grant (in Shares)		201,841
Outstanding stock option (in Shares)		2,798,159
Fair market value of common stock percentage		85%
Fair market value percentage		100%
Granted percentage		10%
Total intrinsic value		$ 100,000
Fair value of option		$ 1,500,000	$ 400,000
Weighted-average grant date fair value price (in Dollars per share)		$ 1.52	$ 1.95
Weighted-average period		6 months
Performance-based stock options		$ 100,000
Weighted-average exercise price (in Dollars per share)					$ 0.73
Fair value of option		$ 100,000
Restricted stock units (in Shares)		1,100,000
Employee Stock Ownership Plan (ESOP), Fair Value of Shares Subject to Repurchase Obligation	$ 855,173
Description of ESPP		The Company issued no shares of common stock under the ESPP and recognized less than $0.1 million compensation expense related to the ESPP during the three months ended March 31, 2023. Unamortized stock-based compensation for shares issuable under the ESPP as of March 31, 2023 was less than $0.1 million, which is expected to be recognized over a weighted-average period of 0.2 years. The Company recorded $0.1 million in accrued expenses and other current liabilities related to contributions withheld as of March 31, 2023.
Stock-based compensation expense		$ 100,000	$ 100,000
Stock Options [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average period		3 years 2 months 12 days
Exercise Price [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average exercise price (in Dollars per share)		$ 1.92
Stock Option [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average period		8 years
Granted amount (in Shares)		50,000
Weighted-average exercise price (in Dollars per share)		$ 1.47
Performance-based stock options (in Shares)		513,959
Stock Option [Member]
Stock-Based Compensation (Details) [Line Items]
stock-based compensation for unvested options		$ 10,400,000
Subsequent Event [Member]
Stock-Based Compensation (Details) [Line Items]
RSUs vested (in Shares)	1,308,106
2022 Inducement Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Fair market value percentage		110%
Restricted Stock Units [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average grant date fair value price (in Dollars per share)
Restricted stock units (in Shares)		2,616,820
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition		6 months

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of stock option activity - Options Outstanding [Member]	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items]
Number of Shares, Balance Beginning | shares	6,169,180
Weighted Average Exercise Price, Balance Beginning | $ / shares	$ 2.25
Weighted - Average Remaining Contractual Life (Years), Balance Beginning	7 years 9 months 18 days
Aggregate Intrinsic Value, Balance Beginning | $
Number of Shares, Options granted | shares	3,017,696
Weighted Average Exercise Price, Options granted | $ / shares	$ 1.85
Aggregate Intrinsic Value, Options granted | $
Number of Shares, Options exercised | shares	(44,413)
Weighted Average Exercise Price, Options exercised | $ / shares	$ 0.71
Aggregate Intrinsic Value, Options exercised | $
Number of Shares, Options cancelled/forfeited | shares	(238,873)
Weighted Average Exercise Price, Options cancelled/forfeited | $ / shares	$ 0.78
Aggregate Intrinsic Value, Options cancelled/forfeited | $
Number of Shares, Balance Ending | shares	8,903,590
Weighted Average Exercise Price, Balance Ending | $ / shares	$ 2.16
Weighted - Average Remaining Contractual Life (Years), Balance Ending	8 years 4 months 13 days
Aggregate Intrinsic Value, Balance Ending | $	$ 2,523
Number of Shares, Vested and expected to vest | shares	8,903,590
Weighted Average Exercise Price, Vested and expected to vest | $ / shares	$ 2.16
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest	8 years 4 months 13 days
Aggregate Intrinsic Value, Vested and expected to vest | $	$ 2,523
Number of Shares,Exercisable | shares	3,058,616
Weighted Average Exercise Price, Exercisable | $ / shares	$ 1.68
Weighted - Average Remaining Contractual Life (Years), Exercisable	6 years 8 months 8 days
Aggregate Intrinsic Value, Exercisable | $	$ 2,189

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of the performance-based stock options activity - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule Of The Performance Based Stock Options Activity Abstract
Options Outstanding, Beginning balance (in Shares)	463,959
Weighted Average Exercise Price, Beginning balance (in Dollars per share)	$ 1.42
Weighted-Average Remaining Contractual Life (Years), Beginning balance	8 years 21 days
Aggregate Intrinsic Value, Beginning balance
Options Outstanding, Ending Balance	$ 513,959	$ 337,635,000
Weighted Average Exercise Price, Ending Balance (in Dollars per share)	$ 1.47	$ 1.42
Weighted-Average Remaining Contractual Life (Years), Ending Balance	8 years 7 days
Aggregate Intrinsic Value, Ending Balance	$ 337,635,000
Options Outstanding, Options granted (in Shares)	50,000
Weighted Average Exercise Price, Options granted (in Dollars per share)	$ 1.92
Weighted-Average Remaining Contractual Life (Years), Options granted
Aggregate Intrinsic Value, Options granted
Options Outstanding, Vested and expected to vest, December 31, 2022 (in Shares)		513,959
Weighted Average Exercise Price, Vested and expected to vest, December 31, 2022 (in Dollars per share)		$ 1.47
Weighted-Average Remaining Contractual Life (Years), Vested and expected to vest, December 31, 2022		8 years 7 days
Aggregate Intrinsic Value, Vested and expected to vest, December 31, 2022	$ 513,959	$ 337,635,000
Options Outstanding, Exercisable (in Shares)		308,959
Weighted Average Exercise Price, Exercisable (in Dollars per share)		$ 0.73
Weighted-Average Remaining Contractual Life (Years), Exercisable		7 years 2 months 4 days
Aggregate Intrinsic Value, Exercisable		$ 337,635,000

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of RSUs activity - Restricted Stock Units [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Stock-Based Compensation (Details) - Schedule of RSUs activity [Line Items]
Number of Shares, Unvested restricted stock units at beginning balance | shares	2,617,445
Weighted Average Grant date Fair Value, Unvested restricted stock units at beginning balance | $ / shares	$ 0.79
Number of Shares, Vested | shares	(625)
Weighted Average Grant date Fair Value, Vested | $ / shares	$ 3.54
Number of Shares, Unvested restricted stock at ending balance | shares	2,616,820
Weighted Average Grant date Fair Value, Unvested restricted stock units at ending balance | $ / shares	$ 0.79
Number of Shares, Vested and unreleased | shares
Weighted Average Grant date Fair Value, Vested and unreleased | $ / shares
Number of Shares, Outstanding restricted stock units at ending balance | shares	2,616,820
Weighted Average Grant date Fair Value, Outstanding restricted stock units at ending balance | $ / shares	$ 0.79

Stock-Based Compensation (Det_5

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule Of Stock Based Compensation Expense Abstract
Research and development	$ 468	$ 222
General and administrative	799	556
Total	$ 1,267	$ 778

Stock-Based Compensation (Det_6

Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model - Valuation of ESPP Awards [Member]	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected dividend yield
Minimum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	5 years 3 months	1 year
Expected volatility	103.34%	63.41%
Risk-free interest rate	3.45%	1.40%
Maximum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days
Expected volatility	104.07%	88.27%
Risk-free interest rate	4.25%	2.35%

Net Loss Per Share Attributab_3

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (14,260)	$ (2,207)
Denominator:
Weighted average common shares outstanding	89,372,008	37,868,748
Less: Weighted-average unvested restricted shares	(162,760)	(509,065)
Less: Shares subject to earnout	(1,050,000)	(1,050,000)
Weighted average shares used to compute basic net loss per share	88,159,248	36,309,683
Net loss per share attributable to common stockholders – basic (in Dollars per share)	$ (0.16)	$ (0.06)

Net Loss Per Share Attributab_4

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders [Abstract]
Weighted average shares used to compute diluted net loss per share	88,159,248	36,309,683
Net loss per share attributable to common stockholders diluted	$ (0.16)	$ (0.06)

Net Loss Per Share Attributab_5

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule of Diluted Net Loss Per Share Attributable to Common Stockholders [Abstract]
Outstanding and issued common stock options	8,903,590	5,888,872
Common stock warrants	4,999,863	4,999,863
Outstanding RSUs	2,616,820	94,972
Unvested restricted common stock	94,126	470,630
Total	16,614,399	11,454,337

Related Parties (Details)

Related Parties (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Advisory and consulting services	$ 0.1	$ 0.1