Jasper Therapeutics (JSPR) 10-Q 14 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	JASPER THERAPEUTICS, INC.
Entity Central Index Key	0001788028
Entity File Number	001-39138
Entity Tax Identification Number	84-2984849
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	(650)
Local Phone Number	549-1400
Voting Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	JSPR
Security Exchange Name	NASDAQ
Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00
Trading Symbol	JSPRW
Security Exchange Name	NASDAQ
Voting Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		15,085,553
Nonvoting Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 118,475	$ 86,887
Prepaid expenses and other current assets	1,833	2,051
Total current assets	120,308	88,938
Property and equipment, net	2,464	2,727
Operating lease right-of-use assets	1,351	1,467
Restricted cash	417	417
Other non-current assets	1,423	1,343
Total assets	125,963	94,892
Current liabilities:
Accounts payable	2,391	4,149
Current portion of operating lease liabilities	1,000	972
Earnout liability	20
Accrued expenses and other current liabilities	5,505	7,253
Total current liabilities	8,916	12,374
Non-current portion of operating lease liabilities	1,553	1,814
Other non-current liabilities	2,264	2,264
Total liabilities	12,733	16,452
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at March 31, 2024 and December 31, 2023; none issued and outstanding at March 31, 2024 and December 31, 2023
Common stock: $0.0001 par value — 492,000,000 shares authorized at March 31, 2024 and December 31, 2023; 15,085,553 and 11,163,896 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	2	1
Additional paid-in capital	296,556	248,039
Accumulated deficit	(183,328)	(169,600)
Total stockholders’ equity	113,230	78,440
Total liabilities and stockholders’ equity	$ 125,963	$ 94,892

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	15,085,553	11,163,896
Common stock, shares outstanding	15,085,553	11,163,896

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses
Research and development	$ 10,298	$ 9,805
General and administrative	4,774	4,142
Total operating expenses	15,072	13,947
Loss from operations	(15,072)	(13,947)
Interest income	1,386	1,096
Change in fair value of earnout liability	(20)	(764)
Change in fair value of common stock warrant liability		(575)
Other expense, net	(22)	(70)
Total other income (expense), net	1,344	(313)
Net loss and comprehensive loss	$ (13,728)	$ (14,260)
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (1.03)	$ (1.62)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in Shares)	13,334,900	8,787,756

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted	$ (1.03)	$ (1.62)
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	13,334,900	8,787,756

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 141,124	$ (105,135)	$ 35,989
Balance (in Shares) at Dec. 31, 2022	3,804,427
Issuance of common stock upon exercise of stock options		32		32
Issuance of common stock upon exercise of stock options (in Shares)	4,441
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses	$ 1	96,929		96,930
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses (in Shares)	6,900,000
Issuance of common stock through ATM offering, net of commissions and offering expenses		4,509		4,509
Issuance of common stock through ATM offering, net of commissions and offering expenses (in Shares)	233,747
Reclassification of common stock warrants from liability to equity		725		725
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	62
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	$ 1	244,592	(119,395)	125,198
Balance (in Shares) at Mar. 31, 2023	10,942,677
Balance at Dec. 31, 2023	$ 1	248,039	(169,600)	78,440
Balance (in Shares) at Dec. 31, 2023	11,163,896
Issuance of common stock upon exercise of stock options		154		154
Issuance of common stock upon exercise of stock options (in Shares)	21,657
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses	$ 1	47,194		47,195
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses (in Shares)	3,900,000
Stock-based compensation expense		1,169		1,169
Net loss			(13,728)	(13,728)
Balance at Mar. 31, 2024	$ 2	$ 296,556	$ (183,328)	$ 113,230
Balance (in Shares) at Mar. 31, 2024	15,085,553

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parentheticals)	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	$ 6,600
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs	$ 100

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows used in operating activities
Net loss	$ (13,728)	$ (14,260)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	288	274
Non-cash lease expense	116	99
Stock-based compensation expense	1,169	1,267
Change in fair value of common stock warrant liability		575
Change in fair value of earnout liability	20	764
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	218	(290)
Other receivables		663
Other non-current assets	(80)	34
Accounts payable	(1,758)	2,078
Accrued expenses and other current liabilities	(1,748)	(1,317)
Operating lease liability	(233)	(206)
Other non-current liabilities		(16)
Net cash used in operating activities	(15,736)	(10,335)
Cash flows used in investing activities
Purchases of property and equipment	(25)	(26)
Net cash used in investing activities	(25)	(26)
Cash flows from financing activities
Proceeds from issuance of common stock through ATM and underwritten offerings, net	47,195	101,479
Proceeds from exercise of common stock options	154	32
Net cash provided by financing activities	47,349	101,511
Net increase in cash, cash equivalents and restricted cash	31,588	91,150
Cash, cash equivalents and restricted cash at beginning of the period	87,304	38,667
Cash, cash equivalents and restricted cash at end of the period	118,892	129,817
Supplemental and non-cash items reconciliations:
Reclassification of common stock warrant liability into additional paid-in capital		725
Unpaid offerings issuance costs included in accrued expenses and other current liabilities		40
Vesting of founders’ restricted stock		$ 6

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2024
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, Jasper Tx Corp. (collectively, “Jasper” or the “Company”), is a clinical-stage biotechnology company focused on developing therapeutics targeting mast cell driven diseases such as chronic spontaneous urticaria and chronic inducible urticaria. The Company also has ongoing programs in diseases where targeting diseased hematopoietic stem cells can provide benefits, such as lower to intermediate risk myelodysplastic syndrome, and stem cell transplant conditioning regimens. The Company is headquartered in Redwood City, California. The Company is a Delaware corporation and was incorporated in March 2018. In September 2021, the Company completed a merger with Amplitude Healthcare Acquisition Corporation and became a public company. 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, 2024 and 2023, the Company incurred net losses of $13.7 million and $14.3 million, respectively. During the three months ended March 31, 2024 and 2023, the Company had negative cash flows from operations of $15.7 million and $10.3 million, respectively. As of March 31, 2024, the Company had an accumulated deficit of $183.3 million. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure. As of March 31, 2024, the Company had cash and cash equivalents of $118.5 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 needing to do 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, 2024
Summary of Significant 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 (the “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, 2023 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 5, 2024. The information as of December 31, 2023, 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, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any other interim period or for any other future year. Reverse Stock Split On January 4, 2024, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of its common stock. The par value per share and the number of authorized shares were not adjusted as a result of the Reverse Stock Split. The shares of common stock underlying outstanding stock options, common stock warrants and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. In addition, the shares available for grants under the Company’s incentive plans were adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, outstanding common stock warrants, common stock share data, per share data, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. 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 condensed consolidated 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 accrued research and development expenses, 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 cash equivalents 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, Cash and cash equivalents $ 118,475 $ 86,887 Restricted cash 417 417 Total cash, cash equivalents and restricted cash $ 118,892 $ 87,304 Cash and cash equivalents consist of cash held in operating accounts and investments in money market funds. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 8). Concentrations of Credit Risk and Other Risks and Uncertainties The Company’s cash and cash equivalents are maintained with financial institutions in the United States of America. Cash balances are held at financial institutions and account balances may exceed federally insured limits. To date, the Company has not experienced any losses on its cash, cash equivalents and marketable securities’ balances and periodically evaluates the creditworthiness of its financial institutions. The Company is subject to risks common to companies in the development stage, including, but not limited to, development and regulatory approval of new product candidates, development of markets and distribution channels, dependence on key personnel, and the ability to obtain additional capital as needed to fund its product plans. To achieve profitable operations, the Company must successfully develop and obtain requisite regulatory approvals for, manufacture, and market its product candidates. There can be no assurance that any such product candidate can be developed and approved or manufactured at an acceptable cost and with appropriate performance characteristics, or that such product will be successfully marketed. These factors could have a material adverse effect on the Company’s future financial results. Products developed by the Company require approval from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. If the Company were denied such clearances or such clearances were delayed, it could have a materially adverse impact on the Company. 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. Recent Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 does not expect the adoption of this ASU to have a significant impact on the Company’s condensed consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280 on an interim and annual basis. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on the disclosures within the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on the disclosures within the Company’s condensed consolidated financial statements.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [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. Level 1 securities consist of highly liquid money market funds. 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. 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, 2024 and December 31, 2023. 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 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, 2024 and 2023. 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, 2024 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 117,475 $ — $ — $ 117,475 Total fair value of assets $ 117,475 $ — $ — $ 117,475 Financial liabilities Earnout liability $ — $ — $ 20 $ 20 Total fair value of financial liabilities $ — $ — $ 20 $ 20 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 85,887 $ — $ — $ 85,887 Total fair value of assets $ 85,887 $ — $ — $ 85,887 Financial liabilities Earnout liability $ — $ — $ — $ — Total fair value of financial liabilities $ — $ — $ — $ — 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 December 31, 2022 $ 18 Change in the fair value included in other expense 764 Fair Value as of March 31, 2023 $ 782 Fair Value as of December 31, 2023 $ — Change in the fair value included in other expense 20 Fair Value as of March 31, 2024 $ 20 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 measurements classified in Level 3 of the fair value hierarchy at March 31, 2024: Fair value Valuation Significant unobservable input Earnout liability $ 20 Monte Carlo Simulation Common stock price $ 29.36 Expected term (in years) 0.48 Expected volatility 89.0 % Risk-free interest rate 5.25 % As of December 31, 2023, the fair value of the earnout liability was minimal. The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at December 31, 2023: Fair value Valuation Significant unobservable input Earnout liability $ — Monte Carlo Simulation Common stock price $ 7.89 Expected term (in years) 0.73 Expected volatility 94.0 % Risk-free interest rate 4.92 %

Condensed Consolidated Balanc_3

Condensed Consolidated Balance Sheet Components	3 Months Ended
	Mar. 31, 2024
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, Prepaid insurance $ 624 $ 877 Prepaid travel expenses 327 14 Research and development prepaid expenses 192 615 Payroll tax credit receivable 250 250 Other prepaid expenses and current assets 440 295 Total $ 1,833 $ 2,051 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, Leasehold improvements $ 2,477 $ 2,477 Lab equipment 1,973 1,973 Office furniture & fixtures 502 502 Computer equipment 170 145 Capitalized software 90 90 Property and equipment, gross 5,212 5,187 Less: accumulated depreciation and amortization (2,748 ) (2,460 ) Property and equipment, net $ 2,464 $ 2,727 Depreciation and amortization expense for each of the three months ended March 31, 2024 and 2023 was $0.3 million. 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, Research and development accrued expenses $ 4,253 $ 5,169 Accrued employee and related compensation expenses 771 1,767 Other 481 317 Total $ 5,505 $ 7,253 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, CIRM grant liability $ 2,264 $ 2,264 Total $ 2,264 $ 2,264

Cirm Grant

Cirm Grant	3 Months Ended
	Mar. 31, 2024
Cirm Grant [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 is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s clinical trials. CIRM could 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 U.S. 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 has received an aggregate of $2.3 million from CIRM through March 31, 2024, of which $0.7 million was received during the year ended December 31, 2023. As of March 31, 2024, $50,000 is available for future distribution to the Company under the grant upon the achievement of a future milestone.

Significant Agreements

Significant Agreements	3 Months Ended
	Mar. 31, 2024
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 The Board of Trustees of the Leland Stanford Junior University (“Stanford”) (the “Amgen License Agreement”). The Company was assigned and accepted Amgen’s rights and obligations, effective November 21, 2019, under the Investigator Sponsored Research Agreement (the “ISRA”), entered into in June 2013, between Amgen and Stanford, and the Quality Agreement between Amgen and Stanford, effective as of October 7, 2015. Under the ISRA, the Company exercised its option and entered into a definitive license with Stanford for rights to certain Stanford intellectual property related to the study of briquilimab (see Stanford License Agreement below). 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 an exclusive license agreement with Stanford (the “Stanford License Agreement”). In July 2023, the Company entered into an amendment to the Stanford License Agreement to modify certain milestones set forth thereunder. 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 is required to use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company is required to 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 is obligated to 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 milestone payments 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 $35,000 and $25,000 license maintenance fee in March 2024 and 2023, respectively, which was recognized as research and development expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023. 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 the agreement or any payment, missing a milestone or 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, 2024
Derivative Financial Instruments [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS Contingent Earnout Liability Upon the closing of the business combination and pursuant to the Sponsor Support Agreement, dated May 5, 2021 and amended on September 24, 2021, by and among the Company, Amplitude Healthcare Holdings LLC (the “Sponsor”) and Jasper Tx Corp., the Sponsor agreed to place the 105,000 earnout shares into escrow (the “Earnout Shares”), which will be released as follows: (a) 25,000 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 $115.00, (b) 50,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $150.00 and (c) 30,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $180.00 (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 less than $0.1 million as of March 31, 2024 and was minimal as of December 31, 2023. The fair value is estimated at the end of each reporting period using a Monte Carlo simulation model. Assumptions used in the valuations as of March 31, 2024 and December 31, 2023 are described in Note 3. No triggering event occurred as of each of March 31, 2024 and December 31, 2023. The Company recognized a loss of less than $0.1 million and a loss of $0.8 million for the three months ended March 31, 2024 and 2023, 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, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8. COMMITMENTS AND CONTINGENCIES Operating Leases As of March 31, 2024, the Company leased approximately 13,400 square feet of laboratory and office space in Redwood City, California, under an operating lease that expires in August 2026. 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 pays its share of operating expenses and taxes. The components of lease costs, which were included in the Company’s condensed consolidated statements of operations and comprehensive loss, are as follows (in thousands): Three Months Ended 2024 2023 Lease cost Operating lease cost $ 168 $ 168 Short-term lease cost 1 1 Total lease cost $ 169 $ 169 Supplemental information related to the Company’s operating leases is as follows: Three Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 285 $ 276 Weighted average remaining lease term (years) 2.4 3.4 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, 2024 (in thousands): Amount Year ending December 31, 2024 (remainder of the year) $ 868 2025 1,187 2026 740 Total undiscounted lease payments 2,795 Less imputed interest (242 ) Total discounted lease payments 2,553 Less current portion of lease liability (1,000 ) Noncurrent portion of lease liability $ 1,553 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 using briquilimab (the “Research Project”). 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, 2024, 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 three years upon the achievement of development and clinical milestones, including the FDA filings and patient 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 the third and final milestone in the amount of $0.3 million was achieved in July 2023. Each milestone was recognized as a research and development expense in the condensed consolidated statements of operations and comprehensive loss in the period in which the milestone was achieved. License Agreements In March 2021, the Company entered into the Stanford License Agreement (Note 6), which was amended in July 2023, pursuant to which the Company is required to pay annual license maintenance fees, clinical development and commercial sales milestone payments of up to an aggregate of $9.0 million, and low single-digit royalties on net sales of licensed products. All products were in development as of March 31, 2024, and no royalties were due as of such date. The Company paid $35,000 and $25,000 license maintenance fee in March 2024 and 2023, respectively, and recognized this as a research and development expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, no milestones were probable to be achieved and payable. 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, 2024 and 2023, 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, 2024 and December 31, 2023, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Common Stock

Common Stock	3 Months Ended
	Mar. 31, 2024
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 15,085,553 shares of voting common stock, no Holders of the voting common stock and the non-voting common stock have similar rights, except that non-voting stockholders are not entitled to vote, including for the election of directors. Holders of voting common stock do not have conversion rights, while holders of non-voting common stock have the right to convert each share of non-voting common stock held by such holder into one share of voting common stock at such holder’s election by providing written notice to the Company, provided that as a result of such conversion, such holder, together with its affiliates, would not beneficially own in excess of 9.9% of the Company’s voting common stock following such conversion. On January 31, 2023, 91,102 shares of the Company’s non-voting common stock were fully converted into 91,102 shares of the voting common stock per the holder’s request, and no shares of non-voting common stock remained outstanding after such conversion. As of March 31, 2024 and December 31, 2023, the Company had common stock reserved for future issuance as follows: March 31, December 31, Outstanding and issued common stock options 1,398,331 1,040,875 Shares issuable upon exercise of common stock warrants 499,986 499,986 Shares available for grant under 2021 Equity Incentive Plan 109,172 119,014 Shares available for grant under 2022 Inducement Equity Incentive Plan 81,885 95,685 Shares available for grant under 2021 Employee Stock Purchase Plan 166,958 111,958 Total shares of common stock reserved 2,256,332 1,867,518 Shelf Registration Statement On October 7, 2022, the Company filed a shelf registration statement on Form S-3 (the “Prior S-3”) with the Securities and Exchange Commission (the “SEC”), which was declared effective on October 18, 2022. 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. On April 28, 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. As of March 31, 2024, 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. 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 (the “ATM Prospectus”), 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. As of March 31, 2024, $75.0 million remained available under the ATM Prospectus. Public Offering In January 2023, the Company entered into an 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 “2023 Underwriters”), relating to an underwritten public offering under the Prior S-3 of 6,900,000 shares of common stock, including 900,000 shares issued as a result of the exercise of the 2023 Underwriters’ option to purchase 900,000 shares. The Company received net proceeds of $96.9 million. Underwritten Offering In February 2024, the Company entered into an underwriting agreement with Cowen and Company, LLC and Evercore Group L.L.C., as the representatives of the several underwriters named therein, related to an underwritten offering under the New S-3 of 3,900,000 shares of common stock. The Company received net proceeds of $47.2 million. As of March 31, 2024, $124.5 million remained available and unallocated under the New S-3.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Stock-Based Compensation [Abstract]
STOCK-BASED COMPENSATION	NOTE 10. STOCK-BASED COMPENSATION The Company can grant stock-vested awards under its 2021 Equity Incentive Plan (“2021 Plan”), 2021 Employee Stock Purchase Plan (“ESPP”) and the 2022 Inducement Equity Incentive Plan, as amended (the “2022 Inducement Plan”). As of March 31, 2024, 892,650 shares were reserved for issuance under the 2021 Plan, of which 109,172 shares were available for future grant and 783,478 shares were subject to outstanding options, including performance-based awards. As of March 31, 2024, 18,941 shares have been issued under the ESPP and 166,958 shares were reserved and available for future issuance. As of March 31, 2024, 550,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 81,885 shares were available for future grant and 468,115 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 (“RSUs”), 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 is equal to 85% of the fair market value of common stock on the offering date or on the exercise date, whichever is lower. Stock Option Activity The following table summarizes the stock option activities, including performance-based stock options, under the 2021 Plan, the 2022 Inducement Plan and the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) for the three months ended March 31, 2024: Options Weighted Weighted Aggregate Balance, December 31, 2023 1,040,875 $ 19.82 8.55 $ 237 Options granted 402,017 $ 17.78 Options exercised (21,657 ) $ 7.15 Options cancelled/forfeited (22,904 ) $ 22.51 Balance, March 31, 2024 1,398,331 $ 19.39 8.71 $ 15,516 Vested and expected to vest, March 31, 2024 1,398,331 $ 19.82 8.71 $ 15,516 Exercisable, March 31, 2024 391,014 $ 21.49 7.29 $ 3,998 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, 2024 and 2023 was $0.4 million and $0.1 million, respectively. The total fair value of options that vested during the three months ended March 31, 2024 and 2023 was $1.7 million and $1.5 million, respectively. The weighted-average grant date fair value of options granted during the three months ended March 31, 2024 and 2023 was $15.17 and $15.19 per share, respectively. Future stock-based compensation for unvested options as of March 31, 2024 was $14.0 million, which is expected to be recognized over a weighted-average period of 3.1 years, including $0.1 million related to performance-based stock options, which is expected to be recognized over a weighted-average period of 0.8 years. Performance-based stock options The following table summarizes the performance-based stock options activity under the 2021 Plan and the 2019 Plan for the three months ended March 31, 2024: Options Weighted Weighted Aggregate Balance, December 31, 2023 46,394 $ 14.19 7.06 $ 24 Options granted — $ Options cancelled/forfeited — $ Balance, March 31, 2024 46,394 $ 14.19 7.06 $ 709 Vested and expected to vest, March 31, 2024 46,394 $ 14.19 7.06 $ 709 Exercisable, March 31, 2024 31,393 $ 7.78 6.46 $ 682 Restricted Stock Units (RSUs) As of December 31, 2023 the Company had no unvested outstanding RSUs under the 2021 Plan and no RSUs were granted during the three months ended March 31, 2024. Employee Stock Purchase Plan The Company issued no shares of common stock under the ESPP during each of the three months ended March 31, 2024 and 2023, and recognized less than $0.1 million compensation expense related to the ESPP during each of the three months ended March 31, 2024 and 2023. Unamortized stock-based compensation for shares issuable under the ESPP as of March 31, 2024 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, 2024. 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 2024 2023 General and administrative $ 820 $ 799 Research and development 349 468 Total $ 1,169 $ 1,267 The Company recognized less than $0.1 million of stock-based compensation income related to performance-based options and RSUs during each of the three months ended March 31, 2024 and 2023. 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 2024 2023 Expected term (in years) 6.04 – 6.08 5.25 – 6.08 Expected volatility 112 % 103% – 104 % Risk-free interest rate 3.93% – 4.27 % 3.45% – 4.25 % Expected dividend yield — — Valuation of ESPP Awards No ESPP awards were granted during the three months ended March 31, 2024 and 2023.

Net Loss Per Share Attributable

Net Loss Per Share Attributable to Common Stockholders	3 Months Ended
	Mar. 31, 2024
Net Loss Per Share Attributable to Common Stockholders [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 2024 2023 Numerator: Net loss attributable to common stockholders $ (13,728 ) $ (14,260 ) Denominator: Weighted average common shares outstanding 13,439,900 8,909,032 Less: Weighted-average unvested restricted shares — (16,276 ) Less: Shares subject to earnout (105,000 ) (105,000 ) Weighted average shares used to compute basic and diluted net loss per share 13,334,900 8,787,756 Net loss per share attributable to common stockholders – basic and diluted $ (1.03 ) $ (1.62 ) 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, 2024 2023 Outstanding and issued common stock options 1,398,331 890,316 Shares issuable upon exercise of common stock warrants 499,986 499,986 Unvested restricted common stock — 9,412 Unvested restricted stock units — 261,667 Total 1,898,317 1,661,381

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2024
Related Parties [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 each of the three months ended March 31, 2024 and 2023. 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. In the first quarter of 2024 a senior executive of the Company joined the Board of Directors of an information technology service provider that the Company has historically utilized to support a broad array of the Company’s systems infrastructure as well as for general information technology support services. For the three months ended March 31, 2024, the Company paid that service provider $0.6M for various information technology support services.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (13,728)	$ (14,260)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant 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 (the “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, 2023 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 5, 2024. The information as of December 31, 2023, 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, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any other interim period or for any other future year.
Reverse Stock Split	Reverse Stock Split On January 4, 2024, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of its common stock. The par value per share and the number of authorized shares were not adjusted as a result of the Reverse Stock Split. The shares of common stock underlying outstanding stock options, common stock warrants and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. In addition, the shares available for grants under the Company’s incentive plans were adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, outstanding common stock warrants, common stock share data, per share data, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
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 condensed consolidated 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 accrued research and development expenses, 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 cash equivalents 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, Cash and cash equivalents $ 118,475 $ 86,887 Restricted cash 417 417 Total cash, cash equivalents and restricted cash $ 118,892 $ 87,304 Cash and cash equivalents consist of cash held in operating accounts and investments in money market funds. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 8).
Concentrations of Credit Risk and Other Risks and Uncertainties	Concentrations of Credit Risk and Other Risks and Uncertainties The Company’s cash and cash equivalents are maintained with financial institutions in the United States of America. Cash balances are held at financial institutions and account balances may exceed federally insured limits. To date, the Company has not experienced any losses on its cash, cash equivalents and marketable securities’ balances and periodically evaluates the creditworthiness of its financial institutions. The Company is subject to risks common to companies in the development stage, including, but not limited to, development and regulatory approval of new product candidates, development of markets and distribution channels, dependence on key personnel, and the ability to obtain additional capital as needed to fund its product plans. To achieve profitable operations, the Company must successfully develop and obtain requisite regulatory approvals for, manufacture, and market its product candidates. There can be no assurance that any such product candidate can be developed and approved or manufactured at an acceptable cost and with appropriate performance characteristics, or that such product will be successfully marketed. These factors could have a material adverse effect on the Company’s future financial results. Products developed by the Company require approval from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. If the Company were denied such clearances or such clearances were delayed, it could have a materially adverse impact on the Company.
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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 does not expect the adoption of this ASU to have a significant impact on the Company’s condensed consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280 on an interim and annual basis. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on the disclosures within the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on the disclosures within the Company’s condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Reconciliation of Cash and Restricted Cash	The following table provides a reconciliation of cash and cash equivalents 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, Cash and cash equivalents $ 118,475 $ 86,887 Restricted cash 417 417 Total cash, cash equivalents and restricted cash $ 118,892 $ 87,304

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Schedule of Financial Assets and Liabilities Measured on a Recurring Basis	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, 2024 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 117,475 $ — $ — $ 117,475 Total fair value of assets $ 117,475 $ — $ — $ 117,475 Financial liabilities Earnout liability $ — $ — $ 20 $ 20 Total fair value of financial liabilities $ — $ — $ 20 $ 20 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 85,887 $ — $ — $ 85,887 Total fair value of assets $ 85,887 $ — $ — $ 85,887 Financial liabilities Earnout liability $ — $ — $ — $ — Total fair value of financial liabilities $ — $ — $ — $ —
Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Liabilities	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 December 31, 2022 $ 18 Change in the fair value included in other expense 764 Fair Value as of March 31, 2023 $ 782 Fair Value as of December 31, 2023 $ — Change in the fair value included in other expense 20 Fair Value as of March 31, 2024 $ 20
Schedule of Fair Value Measurements	The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at March 31, 2024: Fair value Valuation Significant unobservable input Earnout liability $ 20 Monte Carlo Simulation Common stock price $ 29.36 Expected term (in years) 0.48 Expected volatility 89.0 % Risk-free interest rate 5.25 % Fair value Valuation Significant unobservable input Earnout liability $ — Monte Carlo Simulation Common stock price $ 7.89 Expected term (in years) 0.73 Expected volatility 94.0 % Risk-free interest rate 4.92 %

Condensed Consolidated Balanc_4

Condensed Consolidated Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2024
Consolidated Balance Sheet Components [Abstract]
Schedule of 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, Prepaid insurance $ 624 $ 877 Prepaid travel expenses 327 14 Research and development prepaid expenses 192 615 Payroll tax credit receivable 250 250 Other prepaid expenses and current assets 440 295 Total $ 1,833 $ 2,051
Schedule of Property and Equipment	The following table summarizes the details of property and equipment, net as of the dates set forth below (in thousands): March 31, December 31, Leasehold improvements $ 2,477 $ 2,477 Lab equipment 1,973 1,973 Office furniture & fixtures 502 502 Computer equipment 170 145 Capitalized software 90 90 Property and equipment, gross 5,212 5,187 Less: accumulated depreciation and amortization (2,748 ) (2,460 ) Property and equipment, net $ 2,464 $ 2,727
Schedule of 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, Research and development accrued expenses $ 4,253 $ 5,169 Accrued employee and related compensation expenses 771 1,767 Other 481 317 Total $ 5,505 $ 7,253
Schedule of 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, CIRM grant liability $ 2,264 $ 2,264 Total $ 2,264 $ 2,264

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
Schedule of Components of Lease Costs	The components of lease costs, which were included in the Company’s condensed consolidated statements of operations and comprehensive loss, are as follows (in thousands): Three Months Ended 2024 2023 Lease cost Operating lease cost $ 168 $ 168 Short-term lease cost 1 1 Total lease cost $ 169 $ 169
Schedule of Operating Leases	Supplemental information related to the Company’s operating leases is as follows: Three Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 285 $ 276 Weighted average remaining lease term (years) 2.4 3.4 Weighted average discount rate 8.00 % 8.00 %
Schedule of Operating Lease Liabilities Showing the Aggregate Lease Payments	The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of March 31, 2024 (in thousands): Amount Year ending December 31, 2024 (remainder of the year) $ 868 2025 1,187 2026 740 Total undiscounted lease payments 2,795 Less imputed interest (242 ) Total discounted lease payments 2,553 Less current portion of lease liability (1,000 ) Noncurrent portion of lease liability $ 1,553

Common Stock (Tables)

Common Stock (Tables)	3 Months Ended
	Mar. 31, 2024
Common Stock [Abstract]
Schedule of Common Stock Reserved For Future Issuance	As of March 31, 2024 and December 31, 2023, the Company had common stock reserved for future issuance as follows: March 31, December 31, Outstanding and issued common stock options 1,398,331 1,040,875 Shares issuable upon exercise of common stock warrants 499,986 499,986 Shares available for grant under 2021 Equity Incentive Plan 109,172 119,014 Shares available for grant under 2022 Inducement Equity Incentive Plan 81,885 95,685 Shares available for grant under 2021 Employee Stock Purchase Plan 166,958 111,958 Total shares of common stock reserved 2,256,332 1,867,518

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Stock-Based Compensation [Abstract]
Schedule of Stock Option Activities	The following table summarizes the stock option activities, including performance-based stock options, under the 2021 Plan, the 2022 Inducement Plan and the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) for the three months ended March 31, 2024: Options Weighted Weighted Aggregate Balance, December 31, 2023 1,040,875 $ 19.82 8.55 $ 237 Options granted 402,017 $ 17.78 Options exercised (21,657 ) $ 7.15 Options cancelled/forfeited (22,904 ) $ 22.51 Balance, March 31, 2024 1,398,331 $ 19.39 8.71 $ 15,516 Vested and expected to vest, March 31, 2024 1,398,331 $ 19.82 8.71 $ 15,516 Exercisable, March 31, 2024 391,014 $ 21.49 7.29 $ 3,998 Options Weighted Weighted Aggregate Balance, December 31, 2023 46,394 $ 14.19 7.06 $ 24 Options granted — $ Options cancelled/forfeited — $ Balance, March 31, 2024 46,394 $ 14.19 7.06 $ 709 Vested and expected to vest, March 31, 2024 46,394 $ 14.19 7.06 $ 709 Exercisable, March 31, 2024 31,393 $ 7.78 6.46 $ 682
Schedule of 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 2024 2023 General and administrative $ 820 $ 799 Research and development 349 468 Total $ 1,169 $ 1,267
Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model	The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended 2024 2023 Expected term (in years) 6.04 – 6.08 5.25 – 6.08 Expected volatility 112 % 103% – 104 % Risk-free interest rate 3.93% – 4.27 % 3.45% – 4.25 % Expected dividend yield — —

Net Loss Per Share Attributab_2

Net Loss Per Share Attributable to Common Stockholders (Tables)	3 Months Ended
	Mar. 31, 2024
Net Loss Per Share Attributable to Common Stockholders [Abstract]
Schedule of Basic and Diluted 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 2024 2023 Numerator: Net loss attributable to common stockholders $ (13,728 ) $ (14,260 ) Denominator: Weighted average common shares outstanding 13,439,900 8,909,032 Less: Weighted-average unvested restricted shares — (16,276 ) Less: Shares subject to earnout (105,000 ) (105,000 ) Weighted average shares used to compute basic and diluted net loss per share 13,334,900 8,787,756 Net loss per share attributable to common stockholders – basic and diluted $ (1.03 ) $ (1.62 )
Schedule of Diluted Net Loss per Share Attributable To Common Stockholders	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, 2024 2023 Outstanding and issued common stock options 1,398,331 890,316 Shares issuable upon exercise of common stock warrants 499,986 499,986 Unvested restricted common stock — 9,412 Unvested restricted stock units — 261,667 Total 1,898,317 1,661,381

Organization and Description _2

Organization and Description of Business (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Organization and Description of Business [Abstract]
Net loss	$ (13,728)	$ (14,260)
Operating cash flows	(15,736)	$ (10,335)
Accumulated deficit	(183,328)		$ (169,600)
Cash and cash equivalents	$ 118,475		$ 86,887

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of Cash and Restricted Cash - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of reconciliation of cash and restricted cash [Abstract]
Cash and cash equivalents	$ 118,475	$ 86,887
Restricted cash	417	417
Total cash, cash equivalents and restricted cash	$ 118,892	$ 87,304	$ 129,817	$ 38,667

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Measured on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Financial assets
Total fair value of assets	$ 117,475	$ 85,887
Financial liabilities
Total fair value of financial liabilities	20
Level 1 [Member]
Financial assets
Total fair value of assets	117,475	85,887
Financial liabilities
Total fair value of financial liabilities
Level 2 [Member]
Financial assets
Total fair value of assets
Financial liabilities
Total fair value of financial liabilities
Level 3 [Member]
Financial assets
Total fair value of assets
Financial liabilities
Total fair value of financial liabilities	20
Money Market Funds [Member]
Financial assets
Total fair value of assets	117,475	85,887
Money Market Funds [Member] | Level 1 [Member]
Financial assets
Total fair value of assets	117,475	85,887
Money Market Funds [Member] | Level 2 [Member]
Financial assets
Total fair value of assets
Money Market Funds [Member] | Level 3 [Member]
Financial assets
Total fair value of assets
Earnout liability [Member]
Financial liabilities
Total fair value of financial liabilities	20
Earnout liability [Member] | Level 1 [Member]
Financial liabilities
Total fair value of financial liabilities
Earnout liability [Member] | Level 2 [Member]
Financial liabilities
Total fair value of financial liabilities
Earnout liability [Member] | Level 3 [Member]
Financial liabilities
Total fair value of financial liabilities	$ 20

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, 2024	Mar. 31, 2023
Schedule of Fair Value Measurements [Abstract]
Fair value, as of beginning		$ 18
Change in the fair value included in other expense	20	764
Fair value, as of ending	$ 20	$ 782

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Fair Value Measurements $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Measurement Input, Share Price [Member]
Schedule of Fair Value Measurements [Line Items]
Fair value (in Dollars)	$ 20
Valuation methodology	Monte Carlo Simulation	Monte Carlo Simulation
Significant unobservable input	29.36	7.89
Measurement Input, Expected Term [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	0.48	0.73
Measurement Input, Price Volatility [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	89	94
Measurement Input, Risk Free Interest Rate [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	5.25	4.92

Condensed Consolidated Balanc_5

Condensed Consolidated Balance Sheet Components (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property and Equipment [Member]
Condensed Consolidated Balance Sheet Components [Line Items]
Depreciation and amortization expense	$ 0.3	$ 0.3

Condensed Consolidated Balanc_6

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Prepaid insurance	$ 624	$ 877
Prepaid travel expenses	327	14
Research and development prepaid expenses	192	615
Payroll tax credit receivable	250	250
Other prepaid expenses and current assets	440	295
Total	$ 1,833	$ 2,051

Condensed Consolidated Balanc_7

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Line Items]
Leasehold improvements	$ 2,477	$ 2,477
Lab equipment	1,973	1,973
Office furniture & fixtures	502	502
Computer equipment	170	145
Capitalized software	90	90
Property and equipment, gross	5,212	5,187
Less: accumulated depreciation and amortization	(2,748)	(2,460)
Property and equipment, net	$ 2,464	$ 2,727

Condensed Consolidated Balanc_8

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Research and development accrued expenses	$ 4,253	$ 5,169
Accrued employee and related compensation expenses	771	1,767
Other	481	317
Total	$ 5,505	$ 7,253

Condensed Consolidated Balanc_9

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Other Non-Current Liabilities - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Other Non-Current Liabilities [Abstract]
CIRM grant liability	$ 2,264	$ 2,264
Total	$ 2,264	$ 2,264

Cirm Grant (Details)

Cirm Grant (Details) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 30, 2020	Mar. 31, 2024	Dec. 31, 2023
Cirm Grant Disclosure [Abstract]
Research project related cost	$ 2,300,000
Percentage of licensing fees		0.10%
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
CIRM [Member]
Cirm Grant Disclosure [Abstract]
Net sales		$ 1,000,000

Significant Agreements (Details

Significant Agreements (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Significant Agreements (Details) [Line Items]
Sales milestone payments	$ 9,000,000
License maintenance fee	35,000	$ 25,000
First and Second Year [Member]
Significant Agreements (Details) [Line Items]
Commercial sale	25,000
Third and Fourth Year [Member]
Significant Agreements (Details) [Line Items]
Commercial sale	35,000
Anniversary Ending [Member]
Significant Agreements (Details) [Line Items]
Commercial sale	$ 50,000

Derivative Financial Instrume_2

Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative Financial Instruments (Details) [Line Items]
Expire date	Sep. 24, 2021
Sponsor, description	the Sponsor agreed to place the 105,000 earnout shares into escrow (the “Earnout Shares”), which will be released as follows: (a) 25,000 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 $115.00, (b) 50,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $150.00 and (c) 30,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $180.00 (the “triggering events”).
Fair value of earnout liability	$ 20	$ 764
Recognized loss	800	$ 100
Earnout liability [Member]
Derivative Financial Instruments (Details) [Line Items]
Fair value of earnout liability	$ 100

Commitments and Contingencies_2

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) ft²	Mar. 31, 2023 USD ($)
Commitments and Contingencies [Abstract]
Rentable square feet (in Square Feet) | ft²	13,400
Lessor amount	$ 400,000
Pay stanford net	$ 900,000
Pay stanford net term	3 years
First milestone agreement paid	$ 300,000
Second milestone agreement paid	300,000
Third and final milestone agreement paid	300,000
Research and development expense	9,000,000
License Maintenance Fee	$ 35,000	$ 25,000

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of Components of Lease Costs - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease cost
Operating lease cost	$ 168	$ 168
Short-term lease cost	1	1
Total lease cost	$ 169	$ 169

Commitments and Contingencies_4

Commitments and Contingencies (Details) - Schedule of Operating Leases - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Operating Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 285	$ 276
Weighted average remaining lease term (years)	2 years 4 months 24 days	3 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 - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Operating Lease Liabilities Showing The Aggregate Lease Payments [Abstract]
2024 (remainder of the year)	$ 868
2025	1,187
2026	740
Total undiscounted lease payments	2,795
Less imputed interest	(242)
Total discounted lease payments	2,553
Less current portion of lease liability	(1,000)	$ (972)
Noncurrent portion of lease liability	$ 1,553	$ 1,814

Common Stock (Details)

Common Stock (Details) - USD ($)				1 Months Ended		3 Months Ended
	May 05, 2023	Jan. 31, 2023	Nov. 10, 2022	Feb. 29, 2024	Jan. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Common Stock [Line Items]
Common stock, shares authorized						492,000,000		492,000,000
Preferred stock shares authorized						10,000,000		10,000,000
Voting common stock						15,085,553		11,163,896
Common stock, shares outstanding						15,085,553		11,163,896
Preferred stock, shares issued
Preferred stock, shares outstanding
Voting Common Stock Percent						9.90%
Aggregate offering price (in Dollars)	$ 75,000,000		$ 15,500,000
Net proceeds (in Dollars)							$ 6,600
Remained available (in Dollars)						$ 75,000,000
Sale of stock					900,000
Purchase of shares					900,000
Net proceeds (in Dollars)					$ 96,900,000
Underwriting agreement shares of common stock				3,900,000
Net proceeds (in Dollars)						47,200,000
Available offering amount (in Dollars)						124,500,000
Shelf Registration Statement [Member]
Common Stock [Line Items]
Sale of securities (in Dollars)						$ 150,000,000
Voting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares authorized						490,000,000
Conversion of shares		91,102
Nonvoting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares authorized						2,000,000
Non Voting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares outstanding
Conversion of shares		91,102
Common Stock [Member]
Common Stock [Line Items]
Sale of securities (in Dollars)						$ 250,000,000
Aggregate shares					233,747
Net proceeds (in Dollars)					$ 4,500,000
Sale of stock					6,900,000

Common Stock (Details) - Schedu

Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance - shares	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Total shares of common stock reserved	2,256,332	1,867,518
Outstanding and issued common stock options [Member]
Class of Stock [Line Items]
Total shares of common stock reserved	1,398,331	1,040,875
Common Stock Warrants [Member]
Class of Stock [Line Items]
Total shares of common stock reserved	499,986	499,986
Shares available for grant under 2021 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Total shares of common stock reserved	109,172	119,014
Shares available for grant under 2022 Inducement Equity Incentive Plan [Member]
Class of Stock [Line Items]
Total shares of common stock reserved	81,885	95,685
Shares available for grant under 2021 Employee Stock Purchase Plan [Member]
Class of Stock [Line Items]
Total shares of common stock reserved	166,958	111,958

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock-Based Compensation (Details) [Line Items]
Reserved for issuance shares (in Shares)	892,650
Future grant shares (in Shares)	109,172
Outstanding options (in Shares)	783,478
Reserved and future issuance shares (in Shares)	166,958
Future grant (in Shares)	81,885
Outstanding stock options (in Shares)	468,115
Fair market value of common stock percentage	85%
Intrinsic value of the options exercised	$ 400	$ 100
Fair value option vested amount	$ 1,700	$ 1,500
Weighted-average grant date fair value price (in Dollars per share)	$ 15.17	$ 15.19
Future stock-based compensation for unvested options	$ 14,000
Recognized over a weighted-average period	3 years 1 month 6 days
Unamortized stock-based compensation for granted options	$ 100
Stock-based compensation expense	1,169	$ 1,267
Accrued expenses and other current liabilities	100
Stock-based compensation income related to performance-based options	$ 100	100
Two Zero Two Two Inducement Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Reserved share issuance (in Shares)	550,000
Performance-Based Stock Options [Member]
Stock-Based Compensation (Details) [Line Items]
Recognized over a weighted-average period	9 months 18 days
Valuation of ESPP Awards [Member]
Stock-Based Compensation (Details) [Line Items]
Unamortized stock-based compensation	$ 100
Employee Stock Purchase Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Recognized over a weighted-average period	2 months 12 days
ESPP [Member]
Stock-Based Compensation (Details) [Line Items]
Issued shares (in Shares)	18,941
Stock-based compensation expense	$ 100	$ 100

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of Stock Option Activities - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Stock Option Activity [Member]
Schedule of Stock Option Activity [AbstracLine Items]
Number of Shares, ending Balance	1,040,875	1,398,331
Weighted Average Exercise Price, ending Balance (in Dollars per share)	$ 19.82	$ 19.39
Weighted - Average Remaining Contractual Life (Years), ending Balance	8 years 6 months 18 days	8 years 8 months 15 days
Aggregate Intrinsic Value, ending Balance (in Dollars)	$ 237	$ 15,516
Number of Shares, Vested and expected to vest		1,398,331
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share)		$ 19.82
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest		8 years 8 months 15 days
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars)		$ 15,516
Number of Shares, Exercisable		391,014
Weighted Average Exercise Price, Exercisable (in Dollars per share)		$ 21.49
Weighted - Average Remaining Contractual Life (Years), Exercisable		7 years 3 months 14 days
Aggregate Intrinsic Value, Exercisable (in Dollars)		$ 3,998
Number of Shares, Options granted		402,017
Weighted Average Exercise Price, Options granted (in Dollars per share)		$ 17.78
Number of Shares, Options exercised		(21,657)
Weighted Average Exercise Price, Options exercised (in Dollars per share)		$ 7.15
Number of Shares, Options cancelled/forfeited		(22,904)
Weighted Average Exercise Price, Options cancelled/forfeited (in Dollars per share)		$ 22.51
Performance-Based Stock Options [Member]
Schedule of Stock Option Activity [AbstracLine Items]
Number of Shares, ending Balance	46,394	46,394
Weighted Average Exercise Price, ending Balance (in Dollars per share)	$ 14.19	$ 14.19
Weighted - Average Remaining Contractual Life (Years), ending Balance	7 years 21 days	7 years 21 days
Aggregate Intrinsic Value, ending Balance (in Dollars)	$ 24	$ 709
Number of Shares, Vested and expected to vest		46,394
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share)		$ 14.19
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest		7 years 21 days
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars)		$ 709
Number of Shares, Exercisable		31,393
Weighted Average Exercise Price, Exercisable (in Dollars per share)		$ 7.78
Weighted - Average Remaining Contractual Life (Years), Exercisable		6 years 5 months 15 days
Aggregate Intrinsic Value, Exercisable (in Dollars)		$ 682
Number of Shares, Options granted
Number of Shares, Options cancelled/forfeited

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 1,169	$ 1,267
General and administrative [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	820	799
Research and development [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 349	$ 468

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model - Valuation of Stock Options [Member] - Valuation of Stock Options [Member]	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	112%
Expected dividend yield
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 14 days	5 years 3 months
Expected volatility		103%
Risk-free interest rate	3.93%	3.45%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days
Expected volatility		104%
Risk-free interest rate	4.27%	4.25%

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, 2024	Mar. 31, 2023
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (13,728)	$ (14,260)
Denominator:
Weighted average common shares outstanding	13,439,900	8,909,032
Less: Weighted-average unvested restricted shares		(16,276)
Less: Shares subject to earnout	(105,000)	(105,000)
Weighted average shares used to compute basic net loss per share	13,334,900	8,787,756
Net loss per share attributable to common stockholders – basic (in Dollars per share)	$ (1.03)	$ (1.62)

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, 2024	Mar. 31, 2023
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	13,334,900	8,787,756
Net loss per share attributable to common stockholders – diluted	$ (1.03)	$ (1.62)

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, 2024	Mar. 31, 2023
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	1,898,317	1,661,381
Outstanding and issued common stock options [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	1,398,331	890,316
Common Stock Warrants [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	499,986	499,986
Unvested restricted common stock [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options		9,412
Unvested restricted stock units [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options		261,667

Related Parties (Details)

Related Parties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Parties [Abstract]
Consulting service amount	$ 100,000	$ 100,000
Service paid	$ 0.6