0001213900-22-047382 | 10-Q | XBRL Viewer

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

The accompanying condensed financial statements are consolidated for the three and six months ended June 30, 2022 and include the accounts of Jasper Therapeutics, Inc. (i.e., formerly known as AMHC) and its wholly-owned subsidiary, Jasper Tx Corp., following the Reverse Recapitalization as further discussed in Note 3, “Reverse Recapitalization”. All intercompany transactions and balances have been eliminated upon consolidation.

All historical share data and per-share amounts were retrospectively adjusted to reflect the effect of the exchange ratio of 0.2823780 per one share, which was determined at the closing of the Reverse Recapitalization, except for the 100 shares of Series A-2 redeemable convertible preferred stock. The Series A-2 shares were not subject to the exchange ratio as a part of the recapitalization; rather, the shares were converted into 2,200,000 shares of common stock upon the closing of the business combination.

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, 2021 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 18, 2022. The information as of December 31, 2021, 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 and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any other interim period or for any other future year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include but are not limited to the valuation of common and redeemable convertible preferred stock before the Reverse Recapitalization, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of derivative liability, valuation of earnout liability and the measurement of stock-based compensation expense. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total amount shown in the condensed consolidated statements of cash flows (in thousands):

	June 30,		December 31,
	2022		2021
Cash and cash equivalents	$	60,814	$	84,701
Restricted cash		417		345
Total cash, cash equivalents and restricted cash	$	61,231	$	85,046

Cash and cash equivalents consist of a checking account and investments in money market funds with an original maturity of three months or less at the time of purchase. The recorded carrying amount of cash and cash equivalents approximates their fair value. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 9).

Net Loss per Share Attributable to Common Stockholders

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards, the Earnout Shares, the Common Stock Warrants and stock options are considered to be potentially dilutive securities.

Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities.

The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the three and six months ended June 30, 2022 and 2021, the diluted net loss per common share was the same as basic net loss per common share, as the impact of potentially dilutive securities was antidilutive to the net loss per common share. The Earnout Shares and common stock subject to restricted stock awards are contingently issuable shares and are not included in the diluted net loss per share calculation until contingencies are resolved.

Segment Reporting

The Company has determined it operates as a single operating and reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. All long-lived assets are located in the United States.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public companies, this ASU is effective for fiscal years beginning after December 15, 2020. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company used the extended transition period for emerging growth companies and adopted this ASU on January 1, 2022. The adoption of this ASU did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires annual disclosures about certain types of government assistance received. ASU No. 2021-10 is effective for fiscal years beginning after December 15, 2021. The Company adopted this ASU on January 1, 2022. The adoption of this ASU resulted in additional disclosures related to the CIRM grant (Note 6). The adoption of this ASU did not have a material effect on the Company’s condensed consolidated financial statements.

Common Stock (Tables)

6 Months Ended

Jun. 30, 2022

Common Stock [Abstract]

Schedule of common stock reserved for future issuance

	June 30,		December 31,
	2022		2021
Outstanding and issued common stock options		6,023,166		2,660,383
Common stock warrants		4,999,863		4,999,883
Shares available for grant under 2021 Equity Incentive Plan		4,147,046		4,422,480
Shares available for grant under 2022 Inducement Equity Incentive Plan		1,295,672		-
Shares available for grant under 2021 Employee Stock Purchase Plan		928,551		550,000
Outstanding restricted stock units		5,000		-
Total shares of common stock reserved		17,399,298		12,632,746

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash and restricted cash - Cash Cash Equivalents and Restricted Cash [Member] - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 60,814	$ 84,701
Restricted cash	417	345
Total cash, cash equivalents and restricted cash	$ 61,231	$ 85,046

Fair Value Measurements (Details) - Schedule of fair value measurements - Earnout liability [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in Dollars)	$ 525	$ 5,743
Valuation methodology	Monte Carlo Simulation	Monte Carlo Simulation
Common stock price (in Dollars per share)	$ 1.93	$ 7.85
Expected term (in years)	2 years 2 months 26 days	2 years 8 months 23 days
Expected volatility	91.00%	74.00%
Risk-free interest rate	2.89%	0.90%

Condensed Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of property and equipment [Abstract]
Leasehold improvements	$ 2,477	$ 2,056
Lab equipment	1,647	1,569
Office furniture & fixtures	473	208
Computer equipment	140	140
Capitalized software	90	90
Property and equipment, gross	4,827	4,063
Less: accumulated depreciation and amortization	(811)	(377)
Property and equipment, net	$ 4,016	$ 3,686

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of stock option activity

				Options Outstanding
	Shares Available for Grant			Number of Shares			Weighted Average Exercise Price		Weighted - Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, January 1, 2022		4,422,480			2,660,383		$	0.81		8.54	$	18,731,908
Shares authorized		4,514,204
Options granted		(3,604,553	)		3,604,553		$	3.48
Options exercised		-			(36,211	)	$	0.71
Options cancelled/forfeited		205,559			(205,559	)	$	3.11
Balance, June 30, 2022		5,537,690			6,023,166		$	2.33		8.15	$	3,000,546
Vested and expected to vest, June 30, 2022					6,023,166		$	2.33		8.15	$	3,000,546
Exercisable – June 30, 2022					1,991,961		$	1.04		6.89	$	2,126,054

Schedule of RSUs activity under

	Number of Shares			Weighted Average Grant date Fair Value
Unvested restricted stock units at January 1, 2022		-		$	-
Granted		94,972			3.54
Vested		(91,222	)		3.54
Unvested restricted stock units at June 30, 2022		3,750			3.54
Vested and unreleased		1,250			3.54
Outstanding restricted stock units at June 30, 2022		5,000		$	3.54

Schedule of stock-based compensation expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative	$	480	$	129	$	1,036	$	257
Research and development		585		166		807		365
Total	$	1,065	$	295	$	1,843	$	622

Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model

	Three Months Ended June 30,	Six Months Ended June 30,
	2022	2022	2021
Expected term (in years)	2.68 - 6.07	1.00 – 6.08	5.29 – 6.08
Expected volatility	57.39% - 58.66%	43.25% – 60.35%	75.27% – 75.79%
Risk-free interest rate	2.72% - 2.84%	1.40% – 2.84%	0.65% – 0.80%
Expected dividend yield	—	—	—

	Three Months Ended June 30,			Six Months Ended June 30,
	2022			2022
Expected term (in years)		0.50			0.50
Expected volatility		75.60	%		75.60	%
Risk-free interest rate		1.81	%		1.81	%
Expected dividend yield		—			—

Condensed Consolidated Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2022

Condensed Financial Information Disclosure [Abstract]

Schedule of prepaid expenses and other current assets

	June 30,		December 31,
	2022		2021
Prepaid insurance	$	866	$	2,074
Other prepaid expenses		511		171
Research and development prepaid expenses		625		139
Payroll tax credit receivable		397		548
Rent deposit		-		27
Other current assets		27		21
Other receivables		46		150
Total	$	2,472	$	3,130

Schedule of property and equipment

	June 30,			December 31,
	2022			2021
Leasehold improvements	$	2,477		$	2,056
Lab equipment		1,647			1,569
Office furniture & fixtures		473			208
Computer equipment		140			140
Capitalized software		90			90
Property and equipment, gross		4,827			4,063
Less: accumulated depreciation and amortization		(811	)		(377	)
Property and equipment, net	$	4,016		$	3,686

Schedule of accrued expenses and other current liabilities

	June 30,		December 31,
	2022		2021
Research and development accrued expenses	$	1,435	$	1,660
Accrued employee and related compensation expenses		746		1,151
Property and equipment accrual		141		-
License option liability, current		-		200
Other		519		585
Total	$	2,841	$	3,596

Schedule of other non-current liabilities

	June 30, 2022		December 31, 2021
CIRM grant liability	$	600	$	600
Accrued employee and related compensation expenses		111		-
Accrued tax liability		24		24
Restricted stock liability		14		19
Total	$	749	$	643

Significant Agreements (Details)	6 Months Ended
Significant Agreements (Details)	Jun. 30, 2022 USD ($)
Significant Agreements [Abstract]
Annual license maintenance fees description	The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale.
Sales milestone payments	$ 9,000,000
License maintenance fee	$ 25,000

Condensed Consolidated Balance Sheet Components (Details) - Schedule of other non-current liabilities - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule of other non-current liabilities [Abstract]
CIRM grant liability	$ 600	$ 600
Accrued employee and related compensation expenses	111
Accrued tax liability	24	24
Restricted stock liability	14	19
Total	$ 749	$ 643

Common Stock (Details) - Schedule of common stock reserved for future issuance - shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of common stock reserved for future issuance [Abstract]
Outstanding and issued common stock options	6,023,166	2,660,383
Common stock warrants	4,999,863	4,999,883
Shares available for grant under 2021 Equity Incentive Plan	4,147,046	4,422,480
Shares available for grant under 2022 Inducement Equity Incentive Plan	1,295,672
Shares available for grant under 2021 Employee Stock Purchase Plan	928,551	550,000
Outstanding restricted stock units	5,000
Total shares of common stock reserved	17,399,298	12,632,746

Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 financial liabilities - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Derivative Tranche Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning		$ 8,158
Change in fair value included in other expense (income)		3,501
Settlement of obligation		(11,659)
Fair value, ending
Earnout Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning	5,743
Change in fair value included in other expense (income)	(5,218)
Settlement of obligation
Fair value, ending	$ 525

Commitments and Contingencies (Details) - Schedule of operating leases - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Schedule of operating leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 351
Weighted average remaining lease term (years)	4 years 1 month 13 days	5 years 1 month 13 days
Weighted average discount rate	8.00%	8.00%

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (12,611)	$ (18,168)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	434	51
Non-cash lease expense	151	184
Stock-based compensation expense	1,843	622
Change in fair value of derivative liability		3,501
Change in fair value of common stock warrant liability	(6,895)
Change in fair value of earnout liability	(5,218)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	658	(671)
Other receivables		600
Other non-current assets	68	(669)
Accounts payable	(977)	1,630
Accrued expenses and other current liabilities	(911)	1,134
Operating lease liability	(222)
Other non-current liabilities	111	(200)
Net cash used in operating activities	(23,569)	(11,986)
Cash flows used in investing activities
Purchases of property and equipment	(272)	(1,247)
Net cash used in investing activities	(272)	(1,247)
Cash flows from financing activities
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		10,750
Proceeds from exercise of common stock options	26	70
Payments of offering costs		(668)
Net cash provided by financing activities	26	10,152
Net decrease in cash, cash equivalents and restricted cash	(23,815)	(3,081)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of the period	85,046	20,183
Cash, cash equivalents and restricted cash at end of the period	61,231	17,102
Supplemental and non-cash items reconciliations:
Accounts payable and accrued expenses for purchases of property and equipment	211
Right-of-use asset obtained in exchange for lease liabilities	1,074
Non-cash leasehold improvements	281	1,378
Vesting of founders’ restricted stock	$ 5	5
Deferred offering costs		3,057
Settlement of derivative tranche liability		$ (11,659)

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of stock-based compensation expense [Abstract]
General and administrative	$ 480	$ 129	$ 1,036	$ 257
Research and development	585	166	807	365
Total	$ 1,065	$ 295	$ 1,843	$ 622

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Schedule of reconciliation of cash and restricted cash

	June 30,		December 31,
	2022		2021
Cash and cash equivalents	$	60,814	$	84,701
Restricted cash		417		345
Total cash, cash equivalents and restricted cash	$	61,231	$	85,046

Related Parties

6 Months Ended

Jun. 30, 2022

RELATED PARTIES

NOTE 13. RELATED PARTIES

The Company entered into consulting agreements with two founders, who also received founders’ common stock shares for services and assigned patents. The Company recorded $0.1 million and less than $0.1 million for the founders’ advisory and consulting services performed for the three months ended June 30, 2022 and 2021, respectively, and $0.3 million and $0.1 million for the founders’ advisory and consulting services performed for the six months ended June 30, 2022 and 2021, respectively. These expenses were recorded as research and development expenses in the consolidated statements of operations and comprehensive loss. Also, the Company’s Licensed Technology from Stanford (see Note 7) was created in the Stanford laboratory of Professor Judith Shizuru, one of the Company’s founders.

In December 2020, the Company entered into a material transfer agreement with Zai Lab Limited where both companies will collaborate on a research project and share total expenses of up to $0.3 million equally. The Company recorded zero and $36,000 as a reduction to research and development expenses for expenses reimbursed by Zai Lab Limited for the six months ended June 30, 2022 and 2021, respectively. There were no such expenses incurred for the three months ended June 30, 2022 and 2021. The Company’s chairman is a board member of Zai Lab Limited.

Stock-Based Compensation (Details) - Schedule of stock option activity	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Schedule of stock option activity [Abstract]
Shares Available for Grant, at beginning	4,422,480
Number of Shares, at beginning	2,660,383
Weighted Average Exercise Price, at beginning (in Dollars per share) \| $ / shares	$ 0.81
Weighted - Average Remaining Contractual Life (Years), at beginning	8 years 6 months 14 days
Aggregate Intrinsic Value, at beginning (in Dollars) \| $	$ 18,731,908
Shares Available for Grant, at ending	5,537,690
Number of Shares, at ending	6,023,166
Weighted Average Exercise Price, at ending (in Dollars per share) \| $ / shares	$ 2.33
Weighted - Average Remaining Contractual Life (Years), at ending	8 years 1 month 24 days
Aggregate Intrinsic Value, at ending (in Dollars) \| $	$ 3,000,546
Shares Available for Grant, Shares authorized	4,514,204
Shares Available for Grant, Options granted	(3,604,553)
Number of Shares, Options granted	3,604,553
Weighted Average Exercise Price, Options granted (in Dollars per share) \| $ / shares	$ 3.48
Shares Available for Grant, Options exercised
Number of Shares, Options exercised	(36,211)
Weighted Average Exercise Price, Options exercised (in Dollars per share) \| $ / shares	$ 0.71
Shares Available for Grant, Options cancelled/forfeited	205,559
Number of Shares, Options cancelled/forfeited	(205,559)
Weighted Average Exercise Price, Options cancelled/forfeited (in Dollars per share) \| $ / shares	$ 3.11
Number of Shares, Vested and expected to vest, June 30, 2022	6,023,166
Weighted Average Exercise Price, Vested and expected to vest, June 30, 2022 (in Dollars per share) \| $ / shares	$ 2.33
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest, June 30, 2022	8 years 1 month 24 days
Aggregate Intrinsic Value, Vested and expected to vest,June 30, 2022 (in Dollars) \| $	$ 3,000,546
Number of Shares, Exercisable – June 30, 2022	1,991,961
Weighted Average Exercise Price, Exercisable – June 30, 2022 (in Dollars per share) \| $ / shares	$ 1.04
Weighted - Average Remaining Contractual Life (Years), Exercisable – June 30, 2022	6 years 10 months 20 days
Aggregate Intrinsic Value, Exercisable – June 30, 2022 (in Dollars) \| $	$ 2,126,054

Stock-Based Compensation (Details) - Schedule of RSUs activity under - Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Stock-Based Compensation (Details) - Schedule of RSUs activity under [Line Items]
Unvested restricted stock units, Number of Shares beginning \| shares
Unvested restricted stock units, Weighted Average Grant date Fair Value beginning \| $ / shares
Number of Shares, Vested and unreleased \| shares	1,250
Weighted Average Grant date Fair Value, Vested and unreleased \| $ / shares	$ 3.54
Outstanding restricted stock units, Number of Shares ending \| shares	5,000
Outstanding restricted stock units, Weighted Average Grant date Fair Value ending \| $ / shares	$ 3.54
Number of Shares, Granted \| shares	94,972
Weighted Average Grant date Fair Value, Granted \| $ / shares	$ 3.54
Number of Shares, Vested \| shares	(91,222)
Weighted Average Grant date Fair Value, Vested \| $ / shares	$ 3.54
Unvested restricted stock units, Number of Shares ending \| shares	3,750
Unvested restricted stock units, Weighted Average Grant date Fair Value ending \| $ / shares	$ 3.54

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		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (10,404)	$ (8,414)	$ (12,611)
Denominator:
Weighted average common shares outstanding	37,886,129	2,825,583	37,877,390
Less: Weighted-average unvested restricted shares	(438,307)	(720,684)	(473,881)
Less: Shares subject to earnout	(1,050,000)		(1,050,000)
Weighted average shares used to compute basic and diluted net loss per share	36,397,822	2,104,899	36,353,509
Net loss per share attributable to common stockholders – basic and diluted (in Dollars per share)	$ (0.29)	$ (4)	$ (0.35)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Organization and Description of Business

6 Months Ended

Jun. 30, 2022

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

Jasper Therapeutics, Inc. (“Jasper” or the “Company”), formerly known as Amplitude Healthcare Acquisition Corporation (“AMHC”), is a clinical-stage biotechnology company dedicated to enabling cures through hematopoietic stem cell therapy. The Company is focused on the development and commercialization of safer and more effective conditioning agents and mRNA-based stem cell engineering to allow for expanded use of stem cell transplantation and ex vivo gene therapy, a technique in which genetic manipulation of cells is performed outside of the body prior to transplantation. The Company is also developing novel therapeutics directed at diseased hematopoietic stem cells. Its drug development pipeline includes multiple product candidates designed to improve hematopoietic stem cell therapy. The lead product candidate, JSP191, is in clinical development as a novel conditioning antibody that clears hematopoietic stem cells from bone marrow in patients prior to undergoing allogeneic stem cell therapy or stem cell gene therapy. The Company plans to initiate a registrational clinical study in acute myeloid leukemia patients undergoing stem cell transplantation by the end of the first quarter of 2023. The Company is also initiating a pilot study of JSP191 as a therapeutic in lower-risk myelodysplastic syndrome, which it expects to commence in the second half of this year. The Company is headquartered in Redwood City, California.

On September 24, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination” or “Reverse Recapitalization” for accounting purposes) pursuant to the terms of the Business Combination Agreement, dated as of May 5, 2021 (the “BCA”), by and among AMHC, Ample Merger Sub, Inc., a then-wholly-owned subsidiary of AMHC (“Merger Sub”), and the pre-Business Combination Jasper Therapeutics, Inc. (now named Jasper Tx Corp.) (“Old Jasper”). Pursuant to the terms of the BCA, on the Closing Date, (i) Merger Sub merged with and into Old Jasper, with Old Jasper as the surviving company in the Business Combination, and, after giving effect to such Business Combination, Old Jasper became a wholly owned subsidiary of AMHC and changed its name to “Jasper Tx Corp.”, and (ii) AMHC changed its name to “Jasper Therapeutics, Inc.”.

In addition, concurrently with the execution of the BCA, certain investors (“PIPE Investors”) entered into Subscription Agreements with AMHC whereby such investors subscribed for the purchase of an aggregate of 10,000,000 shares of AMHC’s Class A Common Stock at a price of $10.00 per share for aggregate gross proceeds of $100.0 million (“PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Business Combination.

Please refer to Note 3, “Reverse Recapitalization”, for further details of the Business Combination.

Liquidity and Going Concern

The Company has incurred significant losses and negative cash flows from operations since its inception. During the six months ended June 30, 2022 and 2021, the Company incurred net losses of $12.6 million and $18.2 million, respectively. During the six months ended June 30, 2022 and 2021, the Company had negative operating cash flows of $23.6 million and $12.0 million, respectively. As of June 30, 2022 and December 31, 2021, the Company had an accumulated deficit of $80.1 million and $67.5 million, respectively. 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.

The Company’s cash and cash equivalents of $60.8 million as of June 30, 2022 are not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Additional funds are necessary to maintain current operations and to continue research and development activities. 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 could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Coronavirus Pandemic

In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (“COVID-19”) outbreak a pandemic. The Company is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention as well as federal, state, and local governments regarding working-from-home practices for non-essential employees as well as return-to-work policies and procedures. The Company expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees and other business partners in light of the pandemic.

While the Company’s operations to date have not been significantly impacted by the COVID-19 pandemic, it cannot at this time predict the specific extent, duration, or full impact that the continuing COVID-19 pandemic will have on its business, financial condition and operations, including ongoing and planned clinical trials and clinical development timelines. The Company experienced slower than anticipated patient enrollment in its severe combined immunodeficiency clinical trial in 2020 due to reluctance of these immunocompromised patients to travel and undergo hospitalization during the pandemic. The Company may continue to experience interruptions to its clinical trials due to the COVID-19 pandemic, including the spread of variants. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on future developments, including the duration and spread of the pandemic, its impact on the Company’s clinical trial enrollment, trial sites, contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other third parties with whom it does business, its impact on regulatory authorities and the Company’s key scientific and management personnel, progress of vaccination and related governmental advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted.

Cirm Grant

6 Months Ended

Jun. 30, 2022

Cirm Grant Disclosure [Abstract]

CIRM GRANT

NOTE 6. 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 over the next three years that are primarily based on patients’ enrollment to the Company’s clinical trials. CIRM may permanently cease disbursements if milestones are not met within four months of the scheduled completion date. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include but are not limited to salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net sales of CIRM-funded product candidates or CIRM-funded technology per $1.0 million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus 25% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. In the absence of explicit US GAAP guidance on contributions received by business entities from government entities, the Company has applied to the CIRM grant the recognition and measurement guidance in Accounting Standards Codification Topic 958-605 by analogy. As of December 31, 2020, the Company met a milestone and had recorded $0.6 million in other receivables for the milestone that was met and $0.6 million in other long-term liabilities related to this grant. The Company received an aggregate of $0.6 million from CIRM in January and March 2021. As of June 30, 2022, the Company recorded $0.6 million in other long-term liabilities related to this grant. As of June 30, 2022, $1.7 million is available for future distribution to the Company under the grant upon achievement of milestones.

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 4. 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 June 30, 2022 and December 31, 2021.

Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. Level 3 liabilities that are measured at fair value on a recurring basis included the derivative tranche liability, which was extinguished in February 2021, and 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 or six months ended June 30, 2022 and 2021.

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):

	June 30, 2022
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	59,814	$	-	$	-	$	59,814
Total fair value of assets	$	59,814	$	-	$	-	$	59,814

Financial liabilities
Common stock warrant liability	$	455	$	-	$	-	$	455
Earnout liability		-		-		525		525
Total fair value of financial liabilities	$	455	$	-	$	525	$	980

	December 31, 2021
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	83,701	$	-	$	-	$	83,701
Total fair value of assets	$	83,701	$	-	$	-	$	83,701

Financial liabilities
Common stock warrant liability	$	7,350	$	-	$	-	$	7,350
Earnout liability		-		-		5,743		5,743
Total fair value of financial liabilities	$	7,350	$	-	$	5,743	$	13,093

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands):

	Derivative Tranche Liability			Earnout Liability

Fair Value as of January 1, 2021	$	8,158		$	—
Change in the fair value included in other expense		3,501			—
Settlement of obligation		(11,659	)		—
Fair Value as of June 30, 2021	$	—		$	—

Fair Value as of January 1, 2022	$	—		$	5,743
Change in the fair value included in other income		—			(5,218	)
Fair Value as of June 30, 2022	$	—		$	525

The derivative tranche liability was measured using the option pricing method by estimating the value using the Black-Scholes model. The significant inputs used in the Black-Scholes model include the fair value of the redeemable convertible preferred stock, the risk-free interest rate, the expected volatility and the expected term when each tranche will be settled. The fair value of the derivative tranche liability equaled its intrinsic value, a difference between the issued redeemable convertible preferred stock shares’ fair value and the price paid by investors, at the date of settlement in February 2021.

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 current Company’s common stock price, expected volatility, risk-free rate and expected term. The estimates of fair value are uncertain and changes in any of the estimated inputs used as of the date of this report could have resulted in significant adjustments to the fair value.

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurement classified in Level 3 of the fair value hierarchy at June 30, 2022:

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	525	Monte Carlo Simulation	Common stock price	$	1.93
				Expected term (in years)		2.24
				Expected volatility		91.00	%
				Risk-free interest rate		2.89	%

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	5,743	Monte Carlo Simulation	Common stock price	$	7.85
				Expected term (in years)		2.73
				Expected volatility		74.00	%
				Risk-free interest rate		0.90	%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	6,023,166	3,030,821	6,023,166	3,030,821
Common stock warrants	4,999,863		4,999,863
Unvested restricted common stock	400,036	682,413	400,036	682,413
Outstanding RSUs	5,000		5,000
Convertible preferred stock		21,722,660		21,722,660
Total	11,428,065	25,435,894	11,428,065	25,435,894

Net Loss Per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NOTE 12. 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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss attributable to common stockholders	$	(10,404	)	$	(8,414	)	$	(12,611	)	$	(18,168	)
Denominator:
Weighted average common shares outstanding		37,886,129			2,825,583			37,877,390			2,799,115
Less: Weighted-average unvested restricted shares		(438,307	)		(720,684	)		(473,881	)		(755,868	)
Less: Shares subject to earnout		(1,050,000	)		-			(1,050,000	)		-
Weighted average shares used to compute basic and diluted net loss per share		36,397,822			2,104,899			36,353,509			2,043,247

Net loss per share attributable to common stockholders – basic and diluted	$	(0.29	)	$	(4.00	)	$	(0.35	)	$	(8.89	)

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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Outstanding and issued common stock options		6,023,166		3,030,821		6,023,166		3,030,821
Common stock warrants		4,999,863		-		4,999,863		-
Unvested restricted common stock		400,036		682,413		400,036		682,413
Outstanding RSUs		5,000		-		5,000		-
Convertible preferred stock		-		21,722,660		-		21,722,660
Total		11,428,065		25,435,894		11,428,065		25,435,894

Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Financial assets
Money market funds	$ 59,814	$ 83,701
Total fair value of assets	59,814	83,701
Financial liabilities
Common stock warrant liability	455	7,350
Earnout liability	525	5,743
Total fair value of financial liabilities	980	13,093
Level 1 [Member]
Financial assets
Money market funds	59,814	83,701
Total fair value of assets	59,814	83,701
Financial liabilities
Common stock warrant liability	455	7,350
Earnout liability
Total fair value of financial liabilities	455	7,350
Level 2 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability
Total fair value of financial liabilities
Level 3 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability	525	5,743
Total fair value of financial liabilities	$ 525	$ 5,743

Common Stock (Details) - shares		6 Months Ended
Common Stock (Details) - shares	Sep. 24, 2021	Jun. 30, 2022
Common Stock (Details) [Line Items]
Shares of voting common stock	23,482,387
Shares of non-voting common stock	1,296,022
Authorized to issue of voting common stock		490,000,000
Shares of undesignated preferred stock		10,000,000
Voting common stock		36,685,295
Non voting common stock		1,296,022
Common Stock [Member]
Common Stock (Details) [Line Items]
Shares of non-voting common stock		2,000,000
Voting Common Stock [Member]
Common Stock (Details) [Line Items]
Voting common stock percentage		9.90%
Class A Common Stock [Member]
Common Stock (Details) [Line Items]
Common stock shares, issued	13,037,901

Reverse Recapitalization (Details) $ in Millions	6 Months Ended
Reverse Recapitalization (Details) $ in Millions	Jun. 30, 2022 USD ($) shares
Reverse Recapitalization (Details) [Line Items]
Business combination description	each share of Old Jasper common stock and Old Jasper redeemable convertible preferred stock outstanding immediately prior to the closing was automatically cancelled, extinguished and converted into the number of shares of the Company’s common stock or, in certain circumstances, the Company’s non-voting common stock, based on Old Jasper’s equity value of $275.0 million divided by $10.00. The exchange ratio agreed between the parties was one-for-0.282378 share of the Company’s common stock for all Old Jasper stockholders, except for Amgen Inc. (“Amgen”).
Common stock represented percentage	8.00%
Net proceeds	$ 95.3
Cash held in trust account	5.5
Cash received	100.0
Payments of operating expense	1.2
Transaction costs	5.3
AMHC’s [Member]
Reverse Recapitalization (Details) [Line Items]
Transaction costs and placement agents fees	$ 9.0
Series A-2 Redeemable Convertible Preferred Stock [Member]
Reverse Recapitalization (Details) [Line Items]
Convertible preferred stock shares (in Shares) \| shares	2,200,000

Commitments and Contingencies (Details) - Schedule of components of lease costs - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Lease cost
Operating lease cost	$ 286	$ 276
Short-term lease cost	123	165
Total lease cost	$ 409	$ 441

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating expenses
Research and development	$ 8,135	$ 5,156	$ 16,323	$ 9,576
General and administrative	3,828	3,262	8,418	5,096
Total operating expenses	11,963	8,418	24,741	14,672
Loss from operations	(11,963)	(8,418)	(24,741)	(14,672)
Change in fair value of earnout liability	625		5,218
Change in fair value of common stock warrant liability	845		6,895
Change in fair value of derivative liability				(3,501)
Other income, net	89	4	17	5
Total other income (expense), net	1,559	4	12,130	(3,496)
Net loss and comprehensive loss	$ (10,404)	$ (8,414)	$ (12,611)	$ (18,168)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (0.29)	$ (4)	$ (0.35)	$ (8.89)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares)	36,397,822	2,104,899	36,353,509	2,043,247

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Organization and Description of Business (Details) [Line Items]
Incurred net losses		$ 12.6	$ 18.2
Negative operating cash flows	$ 12.0	23.6
Accumulated deficit		80.1		$ 67.5
Cash and cash equivalents		$ 60.8
Class A Common Stock [Member]
Organization and Description of Business (Details) [Line Items]
Purchase of aggregate shares (in Shares)		10,000,000
Share price per unit (in Dollars per share)		$ 10
Aggregate gross proceeds		$ 100.0

Net Loss Per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share attributable to common stockholders

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss attributable to common stockholders	$	(10,404	)	$	(8,414	)	$	(12,611	)	$	(18,168	)
Denominator:
Weighted average common shares outstanding		37,886,129			2,825,583			37,877,390			2,799,115
Less: Weighted-average unvested restricted shares		(438,307	)		(720,684	)		(473,881	)		(755,868	)
Less: Shares subject to earnout		(1,050,000	)		-			(1,050,000	)		-
Weighted average shares used to compute basic and diluted net loss per share		36,397,822			2,104,899			36,353,509			2,043,247

Net loss per share attributable to common stockholders – basic and diluted	$	(0.29	)	$	(4.00	)	$	(0.35	)	$	(8.89	)

Schedule of diluted net loss per share attributable to common stockholders

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Outstanding and issued common stock options		6,023,166		3,030,821		6,023,166		3,030,821
Common stock warrants		4,999,863		-		4,999,863		-
Unvested restricted common stock		400,036		682,413		400,036		682,413
Outstanding RSUs		5,000		-		5,000		-
Convertible preferred stock		-		21,722,660		-		21,722,660
Total		11,428,065		25,435,894		11,428,065		25,435,894

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of financial assets and liabilities

	June 30, 2022
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	59,814	$	-	$	-	$	59,814
Total fair value of assets	$	59,814	$	-	$	-	$	59,814

Financial liabilities
Common stock warrant liability	$	455	$	-	$	-	$	455
Earnout liability		-		-		525		525
Total fair value of financial liabilities	$	455	$	-	$	525	$	980

	December 31, 2021
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	83,701	$	-	$	-	$	83,701
Total fair value of assets	$	83,701	$	-	$	-	$	83,701

Financial liabilities
Common stock warrant liability	$	7,350	$	-	$	-	$	7,350
Earnout liability		-		-		5,743		5,743
Total fair value of financial liabilities	$	7,350	$	-	$	5,743	$	13,093

Schedule of changes in the fair value of level 3 financial liabilities

	Derivative Tranche Liability			Earnout Liability

Fair Value as of January 1, 2021	$	8,158		$	—
Change in the fair value included in other expense		3,501			—
Settlement of obligation		(11,659	)		—
Fair Value as of June 30, 2021	$	—		$	—

Fair Value as of January 1, 2022	$	—		$	5,743
Change in the fair value included in other income		—			(5,218	)
Fair Value as of June 30, 2022	$	—		$	525

Schedule of fair value measurements

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	525	Monte Carlo Simulation	Common stock price	$	1.93
				Expected term (in years)		2.24
				Expected volatility		91.00	%
				Risk-free interest rate		2.89	%

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	5,743	Monte Carlo Simulation	Common stock price	$	7.85
				Expected term (in years)		2.73
				Expected volatility		74.00	%
				Risk-free interest rate		0.90	%

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
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	37,981,317	37,855,114
Common stock, shares outstanding	37,981,317	37,855,114

Cirm Grant (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
Cirm Grant (Details) - USD ($) $ in Millions	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2020	Nov. 30, 2020
Cirm Grant Disclosure [Abstract]
Research project related cost				$ 2.3
Percentage of licensing fees		0.10%
CIRM fund technology		$ 1.0
Percentage of converted loan		60.00%
Received from interest rate		25.00%
Other receivables milestone		$ 1.7	$ 0.6
Other long-term liabilities		$ 0.6	$ 0.6
Received aggregate from CIRM	$ 0.6

Common Stock

6 Months Ended

Jun. 30, 2022

Common Stock [Abstract]

COMMON STOCK

NOTE 10: COMMON STOCK

On September 24, 2021, upon the closing of the Business Combination, the Company issued (1) 13,037,901 shares of voting common stock in exchange for AMHC’s outstanding shares of Class A common stock, (2) 23,482,387 shares of voting common stock and (3) 1,296,022 shares of non-voting common stock in exchange for outstanding shares of Old Jasper preferred stock and 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 36,685,295 shares of voting common stock, 1,296,022 shares of non-voting common stock and no shares of preferred stock issued and outstanding as of June 30, 2022.

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.

As of June 30, 2022 and December 31, 2021, the Company had shares of its common stock reserved for future issuance as follows:

	June 30,		December 31,
	2022		2021
Outstanding and issued common stock options		6,023,166		2,660,383
Common stock warrants		4,999,863		4,999,883
Shares available for grant under 2021 Equity Incentive Plan		4,147,046		4,422,480
Shares available for grant under 2022 Inducement Equity Incentive Plan		1,295,672		-
Shares available for grant under 2021 Employee Stock Purchase Plan		928,551		550,000
Outstanding restricted stock units		5,000		-
Total shares of common stock reserved		17,399,298		12,632,746

Significant Agreements

6 Months Ended

Jun. 30, 2022

Significant Agreements [Abstract]

SIGNIFICANT AGREEMENTS

NOTE 7. SIGNIFICANT AGREEMENTS

Amgen License Agreement

On November 21, 2019, the Company entered into a license agreement with Amgen (the “Amgen License Agreement”), pursuant to which the Company obtained an exclusive, sublicensable license for certain patents, data, and non-data know-how related to Amgen’s proprietary monoclonal antibody known as AMG 191, as renamed to JSP191 (“JSP191”).

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 a definitive license agreement (the “Stanford License Agreement”) with Stanford University (“Stanford”). The Company received a worldwide, exclusive license with a right to sublicense for JSP191 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 JSP191 (together, the “Licensed Technology”). Under the terms of this agreement, the Company will use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company will use commercially reasonable efforts to meet the milestones as specified in the agreement over the six years from execution of the Stanford License Agreement and must notify Stanford in writing as each milestone is met.

The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in March 2022, which was recognized as research and development expense in the condensed statements of operations and comprehensive loss for the six months ended June 30, 2022.

The Stanford License Agreement expires on a country-by-country basis on the last-to-expire valid claim of a licensed patent in such country. The Company may terminate the agreement by giving Stanford written notice at least 12 months in advance of the effective date of termination. The Company may also terminate the agreement solely with respect to any particular patent application or patent by giving Stanford written notice at least 60 days in advance of the effective date of termination. Stanford may terminate the agreement after 90 days from a written notice by Stanford, specifying a problem, including a delinquency on any report required pursuant to agreement or any payment, missing a milestone or for a material breach, unless the Company remediates the problem in that 90-day period.

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2022	Aug. 01, 2022
Document Information Line Items
Entity Registrant Name	JASPER THERAPEUTICS, INC.
Trading Symbol	JSPR
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001788028
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39138
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2984849
Entity Address, Address Line One	2200 Bridge Pkwy
Entity Address, Address Line Two	Suite #102
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	(650)
Local Phone Number	549-1400
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Voting Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		36,687,133
Non-Voting Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,296,022

Stock-Based Compensation (Details) - USD ($)	3 Months Ended	6 Months Ended
Stock-Based Compensation (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Equity incentive plan description		(i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board.
Reserved for Issuance	928,551	928,551
Available shares	5,537,690	5,537,690	4,422,480
Outstanding shares	6,023,166	6,023,166	2,660,383
Fair market value of common stock percentage		85.00%
Granted stockholder percentage		10.00%
Fair value percentage		110.00%
Non-employees generally vest term		4 years
Intrinsic value (in Dollars)		$ 100,000
Total fair value (in Dollars)	$ 800,000	$ 800,000
Weighted average grant date fair value (in Dollars per share)		$ 1.91
Unvested options (in Dollars per share)		$ 6,300,000
Weighted-average period		3 years
Restricted stock units	100,000	100,000
Accrued liabilities (in Dollars)	$ 111,000	$ 111,000
General and administrative expense (in Dollars)	$ 0	$ 400,000
Inducement Plan 2022 [Member]
Stock-Based Compensation (Details) [Line Items]
Reserved for Issuance	3,000,000	3,000,000
Available shares	1,295,672	1,295,672
Outstanding shares	1,704,328	1,704,328
Inducement plan 2021 [Member]
Stock-Based Compensation (Details) [Line Items]
Reserved for Issuance	5,895,669	5,895,669
Available shares	4,147,046	4,147,046
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Outstanding shares	1,748,623	1,748,623
Weighted-average period		9 months 18 days
Inducement Plan 2021 and 2022 [Member]
Stock-Based Compensation (Details) [Line Items]
Grant period		10 years
Price percentage		100.00%
Employee stock purchase plan (“ESPP”) [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average period		6 months
Accrued liabilities (in Dollars)	$ 100,000	$ 100,000
Shares issuable (in Dollars)	$ 100,000	$ 100,000

Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	6 months	6 months	6 years 29 days
Expected volatility	75.60%	75.60%	75.79%
Risk-free interest rate	1.81%	1.81%	0.80%
Expected dividend yield
Minimum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	2 years 8 months 4 days	1 year	5 years 3 months 14 days
Expected volatility	57.39%	43.25%	75.27%
Risk-free interest rate	2.72%	1.40%	0.65%
Maximum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	6 years 25 days	6 years 29 days
Expected volatility	58.66%	60.35%
Risk-free interest rate	2.84%	2.84%

Derivative Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 24, 2021
Derivative Financial Instruments (Details) [Line Items]
Expire date		Oct. 24, 2021
Fair value	$ 0.5	$ 0.5	$ 7.4	$ 7.9
Common stock warrants (in Shares)	130	130
Recognized gain	$ 0.8	$ 6.9
Description of contingent earnout liability		Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”).
Monte Carlo Valuation Model [Member]
Derivative Financial Instruments (Details) [Line Items]
Recognized gain	0.6	$ 5.2
Estimated fair value of earnout liability	$ 0.5	$ 0.5	$ 5.7

Condensed Consolidated Balance Sheet Components (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Depreciation and amortization expense	$ 0.2	$ 0.1	$ 0.4	$ 0.1

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($)
$ in Thousands

Preferred Stock

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Parent [Member]

Balance at Dec. 31, 2020

$ 43,840

$ 1

$ 1,682

$ (36,813)

$ (35,130)

Balance (in Shares) at Dec. 31, 2020

^[1]

15,480,195

2,770,702

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options (in Shares)

^[1]

2,872

Issuance of Series A-1 redeemable convertible preferred stock for cash

$ 10,750

Issuance of Series A-1 redeemable convertible preferred stock for cash (in Shares)

^[1]

4,042,565

Settlement of the redeemable convertible preferred stock tranche liability

$ 11,659

327

Balance (in Shares) at Mar. 31, 2021

(9,754)

Balance at Mar. 31, 2021

$ 66,249

$ 1

2,014

(46,567)

(44,552)

^[1]

19,522,760

2,773,574

Balance at Dec. 31, 2020

$ 43,840

$ 1

1,682

(36,813)

(35,130)

Balance (in Shares) at Dec. 31, 2020

^[1]

15,480,195

2,770,702

Balance at Jun. 30, 2021

$ 66,249

$ 1

2,379

(54,981)

(52,601)

Balance (in Shares) at Jun. 30, 2021

^[1]

19,522,760

2,869,228

Balance at Mar. 31, 2021

$ 66,249

$ 1

2,014

(46,567)

(44,552)

Balance (in Shares) at Mar. 31, 2021

^[1]

19,522,760

2,773,574

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options (in Shares)

^[1]

95,654

295

Balance (in Shares) at Jun. 30, 2021

(8,414)

Balance at Jun. 30, 2021

$ 66,249

$ 1

2,379

(54,981)

(52,601)

^[1]

19,522,760

2,869,228

Balance at Dec. 31, 2021

$ 4

136,964

(67,450)

69,518

Balance (in Shares) at Dec. 31, 2021

37,855,114

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options (in Shares)

19,073

Issuance of common stock upon exercise of common stock warrants

Issuance of common stock upon exercise of common stock warrants (in Shares)

778

Balance (in Shares) at Mar. 31, 2022

(2,207)

Balance at Mar. 31, 2022

$ 4

137,758

(69,657)

68,105

37,874,207

Balance at Dec. 31, 2021

$ 4

136,964

(67,450)

69,518

Balance (in Shares) at Dec. 31, 2021

37,855,114

Balance at Jun. 30, 2022

$ 4

138,838

(80,061)

58,781

Balance (in Shares) at Jun. 30, 2022

37,981,317

Balance at Mar. 31, 2022

$ 4

137,758

(69,657)

68,105

Balance (in Shares) at Mar. 31, 2022

37,874,207

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options (in Shares)

17,138

RSU settlements (in Shares)

RSU settlements

89,972

1,065

Balance (in Shares) at Jun. 30, 2022

(10,404)

Balance at Jun. 30, 2022

$ 4

$ 138,838

$ (80,061)

$ 58,781

37,981,317

[1]

The shares of the Company’s common and redeemable convertible preferred stock, prior to the Reverse Recapitalization (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of 0.282378, except for 100 shares of Series A-2 redeemable convertible preferred stock as described in Note 3.

Condensed Consolidated Balance Sheet Components

6 Months Ended

Jun. 30, 2022

Condensed Financial Information Disclosure [Abstract]

CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS

NOTE 5. 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):

	June 30,		December 31,
	2022		2021
Prepaid insurance	$	866	$	2,074
Other prepaid expenses		511		171
Research and development prepaid expenses		625		139
Payroll tax credit receivable		397		548
Rent deposit		-		27
Other current assets		27		21
Other receivables		46		150
Total	$	2,472	$	3,130

Property and equipment, net

The following table summarizes the details of property and equipment, net as of the dates set forth below (in thousands):

	June 30,			December 31,
	2022			2021
Leasehold improvements	$	2,477		$	2,056
Lab equipment		1,647			1,569
Office furniture & fixtures		473			208
Computer equipment		140			140
Capitalized software		90			90
Property and equipment, gross		4,827			4,063
Less: accumulated depreciation and amortization		(811	)		(377	)
Property and equipment, net	$	4,016		$	3,686

Depreciation and amortization expense was $0.2 million and less than $0.1 million for the three months ended June 30, 2022 and 2021, respectively, and $0.4 million and less than $0.1 million for the six months ended June 30, 2022 and 2021, respectively.

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):

	June 30,		December 31,
	2022		2021
Research and development accrued expenses	$	1,435	$	1,660
Accrued employee and related compensation expenses		746		1,151
Property and equipment accrual		141		-
License option liability, current		-		200
Other		519		585
Total	$	2,841	$	3,596

Other non-current liabilities

The following table summarizes the details of other non-current liabilities as of the dates set forth below (in thousands):

	June 30, 2022		December 31, 2021
CIRM grant liability	$	600	$	600
Accrued employee and related compensation expenses		111		-
Accrued tax liability		24		24
Restricted stock liability		14		19
Total	$	749	$	643

Derivative Financial Instruments

6 Months Ended

Jun. 30, 2022

Derivative Financial Instruments [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS

Common Stock Warrants

The Common Stock Warrants are traded on the Nasdaq Capital Market and may only be exercised for a whole number of shares. The Common Stock Warrants became exercisable on October 24, 2021 and will expire on September 24, 2026, unless early redeemed or if the Company extends the exercise period. The fair value of $7.9 million of Common Stock Warrants was recognized as a liability on September 24, 2021, the Closing Date, based on the closing market price. 130 Common Stock Warrants have been exercised from the Closing Date through June 30, 2022.

The Company recognized a gain of $0.8 million and $6.9 million for the three and six months ended June 30, 2022, respectively, classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations and comprehensive loss. The Common Stock Warrants’ fair value was $0.5 million and $7.4 million as of June 30, 2022 and December 31, 2021, respectively.

Contingent Earnout Liability

Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”).

The Earnout Shares placed in escrow are legally issued and outstanding shares that participate in voting and dividends. The Earnout Shares (along with related escrowed dividends, if any) will be forfeited and not released from escrow at the end of the Earnout Period unless the triggering events described above are achieved during the Earnout Period. Upon the closing of the Business Combination, the contingent obligation to release the Earnout Shares was accounted for as a liability classified financial instrument upon their initial recognition because the triggering events that determine the number of shares required to be released from escrow include events that were not solely indexed to the common stock of the Company. The earnout liability is remeasured each reporting period with changes in fair value recognized in earnings.

The estimated fair value of the earnout liability was $0.5 million and $5.7 million as of June 30, 2022 and December 31, 2021, respectively, based on a Monte Carlo simulation model. Assumptions used in the valuations are described in Note 4. No triggering event occurred as of June 30, 2022. The Company recognized a gain of $0.6 million and $5.2 million for the three and six months ended June 30, 2022, respectively, classified within change in fair value of earnout liability in the condensed consolidated statements of operations and comprehensive loss.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9. COMMITMENTS AND CONTINGENCIES

Operating Leases

In August 2020, the Company entered into a 68-month operating lease for laboratory and office space in Redwood City, California, with a lease commencement date in September 2020. In January 2022, the Company amended its operating lease in Redwood City, California to add an additional 5,611 rentable square feet with a lease commencement date on March 1, 2022. The total additional lease payments for the extra space from the commencement date are estimated at $1.8 million. In March 2022, the Company entered into an agreement for 5,144 square feet of temporary office space in Redwood City, California, for use while the extra space leased in January 2022 is under construction. The Company pays $26,000 monthly for the temporary office space rent.

The Company’s operating lease will expire 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 will pay its share of operating expenses and taxes.

To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.5 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised. The Company recognized $1.6 million in leasehold improvements covered by these allowances as of December 31, 2021. As of June 30, 2022, $0.3 million of additional leasehold improvements covered by these allowances have been recognized. In accordance with the lease agreement, the lessor managed and supervised the construction of the improvements. In exchange for these services, the Company paid the lessor a fee equal to 5% of total construction costs. The leasehold improvements constructed are presented under property and equipment on the Company’s condensed consolidated balance sheets and will be depreciated on a straight-line basis over the remaining lease term.

In addition to the construction management and supervision fee noted above, the Company pays variable costs related to its share of operating expenses and taxes. These variable costs are recorded as lease expense as incurred and presented as operating expenses in the condensed consolidated statements of operations and comprehensive loss.

The components of lease costs, which were included in the Company’s statements of operations and comprehensive loss, are as follows (in thousands):

	Six Months Ended June 30,
	2022		2021
Lease cost
Operating lease cost	$	286	$	276
Short-term lease cost		123		165
Total lease cost	$	409	$	441

Supplemental information related to the Company’s operating leases is as follows:

	Six Months Ended June 30,
	2022			2021

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	351		$	-
Weighted average remaining lease term (years)		4.12			5.12
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 June 30, 2022 (in thousands):

Year ending December 31,	Amount
2022 (remainder)	$	511
2023		1,121
2024		1,154
2025		1,189
2026		743
Total undiscounted lease payments		4,718
Less imputed interest		(700	)
Total discounted lease payments		4,018
Less current portion of lease liability		(784	)
Noncurrent portion of lease liability	$	3,234

Stanford Sponsored Research Agreement

In September 2020, the Company entered into a sponsored research agreement with Stanford for a research program related to the treatment of Fanconi Anemia patients in Bone Marrow Failure requiring allogeneic transplant with non-sibling donors at Stanford Lucile Packard Children’s Hospital (the “Research Project”) using JSP191. 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 exclusively Stanford’s rights in the Fanconi Anemia Research Project IP (the “Fanconi Anemia Option”) in the field of commercialization of JSP191. There is no license granted or other intellectual property transferred under this agreement until the Fanconi Anemia Option is exercised. As of June 30, 2022, the Company has not yet exercised the Fanconi Anemia Option.

As consideration for the services performed by Stanford under this sponsored research agreement, the Company agreed to pay Stanford a total of $0.9 million over approximately 3 years upon the achievement of development and clinical milestones, including FDA filings and patients’ enrollment. As of December 31, 2020, the Company had accrued $0.3 million related to the achievement of the first milestone under this agreement, which was paid in February 2021. In February 2022, the second milestone was achieved. The Company paid $0.3 million in March 2022 and recognized this as a research and development expense in the condensed statements of operations and comprehensive loss for the six months ended June 30, 2022. The third milestone is based on the progress of the clinical trials and will be recognized when achieved.

License Agreements

In March 2021, the Company entered into the Stanford License Agreement (Note 7), pursuant to which the Company is required 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 milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products. All products were in development as of June 30, 2022, and no such royalties were due as of such date. The Company paid a $25,000 license maintenance fee in March 2022 and recognized this as a research and development expense in the condensed statements of operations and comprehensive loss for the six months ended June 30, 2022.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the six months ended June 30, 2022 and the year ended December 31, 2021, 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 June 30, 2022 and December 31, 2021, the Company does not have any material indemnification claims that are probable or reasonably possible and consequently has not recorded related liabilities.

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 60,814	$ 84,701
Prepaid expenses and other current assets	2,472	3,130
Total current assets	63,286	87,831
Property and equipment, net	4,016	3,686
Operating lease right-of-use assets	2,070	1,147
Restricted cash	417	345
Other non-current assets	577	645
Total assets	70,366	93,654
Current liabilities:
Accounts payable	2,997	3,919
Current portion of operating lease liabilities	784	505
Accrued expenses and other current liabilities	2,841	3,596
Total current liabilities	6,622	8,020
Non-current portion of operating lease liabilities	3,234	2,380
Common stock warrant liability	455	7,350
Earnout liability	525	5,743
Other non-current liabilities	749	643
Total liabilities	11,585	24,136
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at June 30, 2022 and December 31, 2021; none issued and outstanding at June 30, 2022 and December 31, 2021
Common stock: $0.0001 par value — 492,000,000 shares authorized at June 30, 2022 and December 31, 2021; 37,981,317 and 37,855,114 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	4	4
Additional paid-in capital	138,838	136,964
Accumulated deficit	(80,061)	(67,450)
Total stockholders’ equity	58,781	69,518
Total liabilities and stockholders’ equity	$ 70,366	$ 93,654

Condensed Consolidated Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of accrued expenses and other current liabilities [Abstract]
Research and development accrued expenses	$ 1,435	$ 1,660
Accrued employee and related compensation expenses	746	1,151
Property and equipment accrual	141
License option liability, current		200
Other	519	585
Total	$ 2,841	$ 3,596

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022