0001213900-23-018542 | 10-K | XBRL Viewer

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Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	JASPER THERAPEUTICS, INC.
Trading Symbol	JSPR
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 48.7
Amendment Flag	false
Entity Central Index Key	0001788028
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual 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
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	San Jose, California
Voting Common Stock [Member]
Document Information Line Items
Entity Common Stock, Shares Outstanding		109,383,173
Nonvoting Common Stock [Member]
Document Information Line Items
Entity Common Stock, Shares Outstanding		0

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 38,250	$ 84,701
Other receivables	663
Prepaid expenses and other current assets	2,818	3,130
Total current assets	41,731	87,831
Property and equipment, net	3,568	3,686
Operating lease right-of-use assets	1,886	1,147
Restricted cash	417	345
Other non-current assets	759	645
Total assets	48,361	93,654
Current liabilities:
Accounts payable	1,768	3,919
Current portion of operating lease liabilities	865	505
Accrued expenses and other current liabilities	4,432	3,596
Total current liabilities	7,065	8,020
Non-current portion of operating lease liabilities	2,786	2,380
Common stock warrant liability	150	7,350
Earnout liability	18	5,743
Other non-current liabilities	2,353	643
Total liabilities	12,372	24,136
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at December 31, 2022 and 2021; none issued and outstanding at December 31, 2022 and 2021
Common stock: $0.0001 par value — 492,000,000 shares authorized at December 31, 2022 and 2021, respectively; 38,045,677 and 37,855,114 shares issued and outstanding at December 31, 2022 and 2021, respectively	4	4
Additional paid-in capital	141,120	136,964
Accumulated deficit	(105,135)	(67,450)
Total stockholders’ equity	35,989	69,518
Total liabilities, preferred stock and stockholders’ equity	$ 48,361	$ 93,654

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 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	38,045,677	37,855,114
Common stock, shares outstanding	38,045,677	37,855,114

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses
Research and development	$ 34,627	$ 25,421
General and administrative	16,569	11,412
Total operating expenses	51,196	36,833
Loss from operations	(51,196)	(36,833)
Change in fair value of common stock warrant liability	7,200	500
Change in fair value of earnout liability	5,725	9,277
Change in fair value of derivative liability		(3,501)
Other income (expense), net	586	(80)
Total other income, net	13,511	6,196
Net loss and comprehensive loss	$ (37,685)	$ (30,637)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (1.03)	$ (2.69)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares)	36,482,761	11,393,753

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted (in Dollars per share)	$ (1.03)	$ (2.69)
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in Shares)	36,482,761	11,393,753

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

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

Preferred Stock

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Total

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

235

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

^[1]

323,740

Issuance of common stock upon exercise of common stock warrants

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

^[1]

110

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

Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization (Note 3)

$ (66,249)

$ 2

66,247

66,249

Conversion of redeemable convertible preferred stock into common stock in connection with the Reverse Recapitalization (Note 3) (in Shares)

^[1]

(19,522,760)

21,722,661

Issuance of common stock upon the Reverse Recapitalization and PIPE Financing, net of issuance costs

$ 1

67,741

67,742

Issuance of common stock upon the Reverse Recapitalization and PIPE Financing, net of issuance costs (in Shares)

^[1]

13,037,901

Vesting of founders’ restricted stock

Stock-based compensation expense

1,048

Net loss

(30,637)

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)

^[1]

37,387

Issuance of common stock pursuant to Employee Stock Purchase Plan

Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)

^[1]

59,434

RSU settlements

RSU settlements (in Shares)

^[1]

93,722

Issuance of common stock upon exercise of common stock warrants

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

^[1]

Vesting of founders’ restricted stock

Stock-based compensation expense

4,091

Net loss

(37,685)

Balance at Dec. 31, 2022

$ 4

$ 141,120

$ (105,135)

$ 35,989

Balance (in Shares) at Dec. 31, 2022

^[1]

38,045,677

[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.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows used in operating activities
Net loss	$ (37,685)	$ (30,637)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	975	377
Non-cash lease expense	335	189
Stock-based compensation expense	4,091	1,048
Change in fair value of derivative liability		3,501
Change in fair value of common stock warrant liability	(7,200)	(500)
Change in fair value of earnout liability	(5,725)	(9,277)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	312	(2,212)
Other receivables	(663)	600
Other non-current assets	(114)	(347)
Accounts payable	(2,151)	2,938
Accrued expenses and other current liabilities	836	959
Operating lease liability	(589)	(117)
Other non-current liabilities	1,720	(200)
Net cash used in operating activities	(45,858)	(33,678)
Cash flows used in investing activities
Purchases of property and equipment	(576)	(2,428)
Net cash used in investing activities	(576)	(2,428)
Cash flows from financing activities
Net proceeds from Reverse Recapitalization and PIPE Financing (Note 3)		95,271
Payment of Reverse Recapitalization related expenses		(5,288)
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		10,750
Proceeds from exercise of common stock options	27	235
Proceeds from issuance of common stock upon ESPP purchase	28
Proceeds from exercise of common stock warrants		1
Net cash provided by financing activities	55	100,969
Net (decrease) increase in cash, cash equivalents and restricted cash	(46,379)	64,863
Cash, cash equivalents and restricted cash at beginning of the year	85,046	20,183
Cash, cash equivalents and restricted cash at end of the year	38,667	85,046
Supplemental and non-cash items reconciliations:
Right-of-use asset obtained in exchange for lease liabilities	1,074
Non-cash leasehold improvements	(281)	1,378
Vesting of founders’ restricted stock	10	10
Conversion of redeemable convertible preferred stock into common stock in connection with Reverse Recapitalization		(66,249)
Deferred issuance costs reclassified to additional paid in capital		5,288
Net liabilities assumed upon the closing of Reverse Recapitalization		(7,222)
Recognition of earnout liability		15,020
Settlement of derivative tranche liability		(11,659)
Letter of credit issued in connection with lease recognition	$ 72

Organization and Description of Business

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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 therapeutics targeting mast and hemopoietic stem cells. The Company is focused on the development and commercialization of safer and more effective therapeutic agents for diseases such as Chronic Spontaneous Urticaria, Lower to Intermediate Risk Myelodysplastic Syndrome and novel conditioning regimens for stem cell transplantation and ex-vivo gene therapy, a technique in which genetic manipulation of cells is performed outside of the body prior to transplantation. The Company is headquartered in Redwood City, California.

On September 24, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination” or “Reverse Recapitalization” for accounting purposes) pursuant to the terms of the Business Combination Agreement, dated as of May 5, 2021 (the “BCA”), by and among 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 years ended December 31, 2022 and 2021, the Company incurred net losses of $37.7 million and $30.6 million, respectively. During the years ended December 31, 2022 and 2021, the Company had negative operating cash flows of $45.9 million and $33.7 million, respectively. As of December 31, 2022, the Company had an accumulated deficit of $105.1 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 December 31, 2022, the Company had cash and cash equivalents of $38.3 million. The Company’s management expects that the existing cash and cash equivalents, together with the total estimated net proceeds of $101.4 million from the public offering that closed in January 2023 and the sale of shares of common stock pursuant to the ATM Prospectus Supplement in January 2023, will be sufficient to fund the Company’s operating plans for at least twelve months from the issuance date of these consolidated financial statements. Therefore, based on management’s updated evaluation of the Company’s ability to continue as a going concern, management has concluded the factors that previously raised substantial doubt about the Company’s ability to continue as a going concern no longer exist as of the issuance date of these consolidated financial statements. However, the Company will need to raise additional financing to continue its products’ development for the foreseeable future, and will continue to need 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.

The 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 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

While conditions related to the COVID-19 pandemic improved in 2022 compared to 2021, the pandemic continues to be dynamic, and near-term challenges across the economy remain. While the Company’s operations to date have not been significantly impacted by the continuing COVID-19 pandemic, it cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its business, financial condition and operations, as the ongoing effects of COVID-19 remain difficult to predict due to numerous uncertainties, including the severity, duration and resurgence of the outbreak, new variants and the contagiousness of these new variants, the effectiveness of health and safety measures, including vaccines and therapies, government and community responses, the pace and strength of the economic recovery, supply chain pressures, and potential delays in enrollment in clinical trials, among others. 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 and effectiveness of vaccinations 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. The Company will continue to actively monitor the effects of the COVID-19 pandemic and will continue to take appropriate steps to attempt to mitigate the impacts to its employees, business, financial condition and operations.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements and accompanying notes 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 for financial reporting.

The financial statements are consolidated for the years ended December 31, 2022 and 2021, 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.

Use of Estimates

The preparation of 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 consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the 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 before the Reverse Recapitalization, 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 consolidated balance sheets that sum to the total amount shown in the consolidated statements of cash flows (in thousands):

	December 31,
	2022		2021
Cash and cash equivalents	$	38,250	$	84,701
Restricted cash		417		345
Total cash, cash equivalents and restricted cash	$	38,667	$	85,046

Cash and cash equivalents consist of 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).

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. Management believes that these financial institutions are financially sound. The Company has not experienced any losses on its cash and cash equivalents.

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.

Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the assets, generally 3 to 5 years. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the remaining term of the lease. Upon the sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheets and the resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Maintenance and repairs are charged to operations as incurred.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment, principally property and equipment, whenever events or changes in business circumstances indicate the carrying amount of an asset may not be fully recoverable. Recoverability of assets held and used is measured by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of long-lived assets may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, principally discounted cash flow models, to assess the fair values of long-lived assets. The Company did not record any impairment of long-lived assets during the years ended December 31, 2022 and 2021.

Leases

The Company determines whether an arrangement is or contains a lease at the inception of the arrangement and whether such a lease is classified as a financing lease or operating lease at the commencement date of the lease. Leases with a term greater than one year are recognized on the balance sheet as operating right-of-use assets, current portion of operating lease liabilities and non-current portion of operating lease liabilities. The Company elected not to recognize the right-of-use assets and lease liabilities for leases with lease terms of 12 months or less (short-term leases). Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in the Company’s lease contracts is not readily determinable, the Company utilizes a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received and impairment charges if the Company determines the right-of-use asset is impaired.

The Company considers the lease term to be the noncancelable period that it has the right to use the underlying asset, together with any periods where it is reasonably certain it will exercise an option to extend (or not terminate) the lease. Periods covered by an option to extend (or not terminate) the lease in which the exercise of the option is controlled by the lessor are included in the lease term.

Rent expense for operating leases is recognized on a straight-line basis over the lease term and is presented in operating expenses on the consolidated statements of operations and comprehensive loss. The Company has elected to not separate lease and non-lease components for its real estate leases and has instead accounted for each separate lease component and the non-lease components associated with that lease component as a single lease component. Variable lease payments are recognized as lease expense as incurred and are presented in operating expenses on the consolidated statements of operations and comprehensive loss.

The Company has no finance leases as of December 31, 2022 and 2021.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, other receivables, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, common stock warrant liability, earnout liability and other non-current liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 liability. The carrying amounts of cash, other receivables, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, approximate fair value due to their short-term maturities.

Common Stock Warrant Liability

The Company has outstanding warrants to purchase 4,999,863 shares of its common stock (the “Common Stock Warrants”), all of which were issued in connection with AMHC’s initial public offering and entitle a holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share. The Common Stock Warrants are publicly traded and exercisable during the exercise period, which commenced on October 24, 2021 and ends on September 24, 2026, for cash or, in certain circumstances, on a cashless basis. The Common Stock Warrants are accounted as derivative financial instruments. As long as the Company continues to have shares of non-voting common stock outstanding, the Common Stock Warrants do not meet the equity classification guidance and are accounted as liabilities at fair value. The Common Stock Warrants are subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss until exercise or expiration. Upon conversion of all outstanding shares of non-voting common stock into shares of voting common stock, the Common Stock Warrants will meet the equity classification guidance and will be reclassified to equity at the then-current fair value. On January 31, 2023, 911,022 outstanding shares of the Company’s non-voting common stock were converted into 911,022 shares of the Company’s voting common stock per the holder’s request, leaving no shares of non-voting common stock remaining outstanding as of January 31, 2023.

Earnout Liability

At the closing of the Business Combination, the Company recognized the earnout liability related 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 Old Jasper (as amended, the “Sponsor Support Agreement”), pursuant to which 1,050,000 shares of common stock that were previously issued to the Sponsor were placed in escrow (the “Earnout Shares”). These shares will be released from escrow upon achieving agreed upon common stock price targets during the specified periods and in three tranches. In accordance with Accounting Standards Codification (“ASC”) Topic 815-40, the Earnout Shares are not indexed to the common stock and therefore are accounted as a liability at fair value at the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. The Company will reassess the classification of the Earnout Shares as triggering events are met or expire.

Accrued Research and Development Expenses

The Company has entered into various agreements with outsourced vendors, CMOs and CROs. The Company makes estimates of accrued research and development expenses as of each balance sheet date based on facts and circumstances known at that time. The Company periodically confirms the accuracy of its estimates with the service providers and makes adjustments, if necessary. Research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development services provided, but not yet invoiced, are included in accrued expenses on the balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. To date, there have been no material differences between estimates of such expenses and the amounts actually incurred.

Research and Development

The Company expenses research and development (“R&D”) expenses as incurred. R&D expenses consist primarily of personnel-related expenses, clinical studies, engineering and product development costs to support regulatory clearance of, and related regulatory compliance for, the Company’s products. Specifically, R&D expenses that support regulatory approval of, and related regulatory compliance for, the Company’s products include costs associated with the Company’s clinical studies, consisting of clinical trial design, clinical site establishment and management, clinical data management, travel expenses and the costs of products used for the Company’s clinical trials. Personnel-related expenses include salaries, benefits, bonuses and stock-based compensation of the Company’s R&D employees. Non personnel-related expenses include costs of outside consultants, testing, materials and supplies, and allocated overhead. The Company allocates overheads related to rent, facility costs, information technology and human resources costs. R&D expenses are charged to expense when incurred.

General and Administrative

General and administrative expenses include compensation, employee benefits and stock-based compensation for executive management, finance administration and human resources, allocated facility and information technology costs, professional service fees and other general overhead costs, including allocated depreciation to support the Company’s operations.

Stock-Based Compensation

The Company measures its stock options granted to employees and non-employees based on the estimated fair values of the awards as of the grant date using the Black-Scholes option-pricing model. The model requires management to make a number of assumptions, including common stock fair value, expected volatility, expected term, risk-free interest rate and expected dividend yield. For restricted stock unit awards, the estimated fair value is the fair market value of the underlying stock on the grant date. The Company expenses the fair value of its equity-based compensation awards on a straight-line basis over the requisite service period, which is the period in which the related services are received. The Company accounts for award forfeitures as they occur. The expense for stock-based awards with performance conditions is recognized when it is probable that a performance condition is met during the vesting period.

Income Taxes

The Company accounts for income taxes using the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, if all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to the provision of income taxes in the period when such determination is made. As of December 31, 2022 and 2021, the Company has recorded a full valuation allowance on its deferred tax assets.

Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. To date, there have been no interest or penalties recorded in relation to unrecognized tax benefits.

Foreign Currency Transactions

Transactions denominated in foreign currencies are initially measured in U.S. dollars using the exchange rate on the date of the transaction. Foreign currency denominated monetary assets and liabilities are subsequently re-measured at the end of each reporting period using the exchange rate at that date, with the corresponding foreign currency transaction gain or loss recorded in the consolidated statements of operations and comprehensive loss and consolidated statements of cash flows. Nonmonetary assets and liabilities are not subsequently re-measured.

Comprehensive loss

Comprehensive loss represents all changes in stockholders’ equity (deficit) except those resulting from distributions to stockholders. There have been no items qualifying as other comprehensive income (loss) during the years ended December 31, 2022 and 2021, and therefore, the Company’s comprehensive loss was the same as its reported net loss.

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 years ended December 31, 2022 and 2021, the diluted net loss per common share was the same as basic net loss per share of common stock, 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 President and 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 adopted this ASU on January 1, 2022. The adoption of this ASU did not have a material effect on the Company’s 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 consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. The Company does not expect the adoption of this ASU to have a significant impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU were effective for all entities as of March 12, 2020 through December 31, 2022; however, in December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the sunset date from December 31, 2022 to December 31, 2024. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is currently evaluating the effect of ASU No. 2020-04 on its consolidated financial statements.

Reverse Recapitalization

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Line Items]

REVERSE RECAPITALIZATION

NOTE 3. REVERSE RECAPITALIZATION

On the Closing Date, the Company consummated the Business Combination in accordance with the BCA. Merger Sub merged with Old Jasper, with Old Jasper as the surviving company and as a wholly-owned subsidiary of AMHC. AMHC was renamed Jasper Therapeutics, Inc., and Old Jasper was renamed Jasper Tx Corp.

In accordance with the BCA, at the closing of the Business Combination, 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”). Amgen’s 100 shares of Series A-2 redeemable convertible preferred stock were converted into 2,200,000 shares of the Company’s common stock, which represented 8% of the Old Jasper equity value, as per the terms of the Amgen’s agreement with Old Jasper. Each vested and unvested option to purchase shares of Old Jasper’s common stock outstanding at the closing of the Business Combination was converted into a comparable option to purchase shares of the Company’s common stock, with the same terms after giving effect of the exchange ratio. Each unvested award of restricted shares of Old Jasper common stock outstanding immediately prior to the closing was converted into a comparable right to receive restricted shares of the Company’s common stock, after giving effect of the same exchange ratio.

In accordance with the Sponsor Support Agreement, 1,050,000 shares received by the Sponsor were placed in escrow and will be released upon meeting triggering events as defined in the agreement and as described in Note 8 below.

The Business Combination is accounted for as a reverse recapitalization under U.S. GAAP and Old Jasper was determined to be the acquiror. Accordingly, for accounting purposes, the consolidated financial statements of the Company represent a continuation of the financial statements of Old Jasper with the Business Combination being treated as the equivalent of the Company issuing stock for the net assets of AMHC, accompanied by a reverse recapitalization. The net assets of AMHC are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Old Jasper.

In connection with the Business Combination, the Company received $95.3 million in net cash proceeds. This amount was comprised of $5.5 million of cash held in AMHC’s trust account from its initial public offering (after payment of redemptions and public offering expenses paid at the closing of the Business Combination) and $100.0 million of cash received by AMHC in connection with the PIPE Financing, net of AMHC’s transaction costs and placement agents’ fees of $9.0 million and operating expense payments of $1.2 million. The Company incurred $5.3 million of transaction costs, consisting of legal, professional, and banking fees, which were recorded as a reduction to additional paid-in capital.

At the Closing Date, the Company also recognized AMHC’s net assets of $0.6 million, the fair value of common stock warrant liability of $7.9 million, and the fair value of earnout liability of $15.0 million.

The number of shares of common stock issued and outstanding immediately following the consummation of the Business Combination was:

	Number of Shares
Common stock of AMHC outstanding prior to the Business Combination		12,500,000
Less: shares forfeited by the Sponsor		(200,000	)
Less: redemption of AMHC shares		(9,262,099	)
Common stock of AMHC		3,037,901
Shares issued in the PIPE Financing		10,000,000
Business Combination and PIPE Financing shares		13,037,901
Old Jasper shares		24,778,409
Total shares of common stock immediately after the Business Combination		37,816,310

Fair Value Measurements

12 Months Ended

Dec. 31, 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 December 31, 2022 and 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 years ended December 31, 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):

	December 31, 2022
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	37,250	$	-	$	-	$	37,250
Total fair value of assets	$	37,250	$	-	$	-	$	37,250

Financial liabilities
Common stock warrant liability	$	150	$	-	$	-	$	150
Earnout liability		-		-		18		18
Total fair value of financial liabilities	$	150	$	-	$	18	$	168

	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		$	—
Initial fair value of earnout liability		—			15,020
Change in the fair value included in other expense (income)		3,501			(9,277	)
Settlement of obligation		(11,659	)		—
Fair Value as of December 31, 2021		—			5,743

Fair Value as of January 1, 2022	$	—		$	5,743
Change in the fair value included in other income		—			(5,725	)
Fair Value as of December 31, 2022	$	—		$	18

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 Company recorded a $3.5 million loss from the remeasurement of the derivative tranche liability in its consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. As of December 31, 2022 and 2021, the derivative tranche liability was fully settled. The following assumptions were used to determine the fair value of the derivative tranche liability as of settlement date:

Series A-1 redeemable convertible preferred stock value	$	1.57
Purchase price	$	0.75
Expected term (in years)		—
Expected volatility		0.00	%
Risk-free interest rate		0.00	%

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 measurements classified in Level 3 of the fair value hierarchy at December 31, 2022:

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	18	Monte Carlo Simulation	Common stock price	$	0.48
				Expected term (in years)		1.73
				Expected volatility		105.0	%
				Risk-free interest rate		4.40	%

	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

Consolidated Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

CONSOLIDATED BALANCE SHEET COMPONENTS

NOTE 5. 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):

	December 31,
	2022		2021
Prepaid insurance	$	1,362	$	2,074
Research and development prepaid expenses		842		139
Payroll tax credit receivable		250		548
Other prepaid expenses and current assets		246		219
Other		118		150
Total	$	2,818	$	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):

	December 31,
	2022			2021
Leasehold improvements	$	2,477		$	2,056
Lab equipment		1,706			1,569
Office furniture & fixtures		502			208
Computer equipment		145			140
Capitalized software		90			90
Property and equipment, gross		4,920			4,063
Less: accumulated depreciation and amortization		(1,352	)		(377	)
Property and equipment, net	$	3,568		$	3,686

Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $1.0 million and $0.4 million, 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):

	December 31,
	2022		2021
Research and development accrued expenses	$	2,651	$	1,660
Accrued employee and related compensation expenses		1,587		1,151
License option liability, current		—		200
Other		194		585
Total	$	4,432	$	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):

	December 31,
	2022		2021
CIRM grant liability	$	2,264	$	600
Accrued tax liability		—		24
Restricted stock liability		9		19
Other non-current liabilities		80		—
Total	$	2,353	$	643

Cirm Grant

12 Months Ended

Dec. 31, 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. The Company received an aggregate of $0.6 million from CIRM in January and March 2021 for milestones that were met in 2020, and such amounts were included in other receivables and in other long-term liabilities. As of December 31, 2021, the Company recorded $0.6 million in other long-term liabilities related to this grant. In October 2022, the Company met the second milestone and received $1.0 million in December 2022 related to this milestone, which was also recorded in other long-term liabilities. In December 2022, the third milestone was mutually amended by the parties and achieved by the Company. As of December 31, 2022, the Company recorded $0.7 million in other receivables and in other long-term liabilities related to the third milestone. As of December 31, 2022 approximately $50,000 is available for future distribution to the Company under the grant upon achievement of a future milestone.

Significant Agreements

12 Months Ended

Dec. 31, 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 and then briquilimab. Concurrently with the execution of the license agreement, Amgen assigned to the Company its rights and obligations under the Investigator Sponsored Research Agreement (the “ISRA”) previously entered into in June 2013 between Amgen and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) related to the study of briquilimab.

Under the ISRA, the Company was provided an option to negotiate a definitive license with Stanford for rights to certain Stanford intellectual property related to the study of briquilimab in exchange for an option exercise fee of $1.0 million, payable over a two-year period (the “Option”). There are no other fees due under the ISRA. The Company exercised the Option in June 2020, and the definitive license with Stanford (the “Stanford License Agreement”) was executed in March 2021. Upon exercise of the Option, the $1.0 million option exercise fee was recognized as research and development cost. In June 2020, the Company and Stanford agreed that the Investigational New Drug Application (“IND”) and control of the study related to the ISRA would be transferred to the Company. As a result, the Company has worldwide exclusive rights to develop and commercialize briquilimab. The Company paid $0.2 million related to the option exercise fee in each of June and November 2020. The Company paid $0.2 million and $0.4 million related to this option exercise fee in 2022 and 2021 respectively. An amount of zero and $0.2 million is included in accrued expenses and other current liabilities as of December 31, 2022 and December 31, 2021, respectively.

The Amgen License Agreement terminates on a country-by-country basis on the 10th anniversary of the date on which the exploitation of the licensed products is no longer covered by a valid claim under a licensed patent in such country. On a country-by-country basis, upon the expiration of the term in each country with respect to the licensed products, the licenses to the Company by Amgen become fully paid and non-exclusive. The Company and Amgen have the right to terminate the agreement for a material breach as specified in the agreement.

Stanford License Agreement

In March 2021, the Company entered into the Stanford License Agreement, following the exercise of the Option in June 2020. The Company received a worldwide, exclusive license with a right to sublicense for briquilimab in the field of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated. Stanford transferred to the Company certain know-how and patents related to briquilimab (together, the “Licensed Technology”). Under the terms of this agreement, the Company will use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company will use commercially reasonable efforts to meet the milestones as specified in the agreement over the six years from execution of the Stanford License Agreement and must notify Stanford in writing as each milestone is met.

The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in March 2022, which was recognized as research and development expense in the statements of operations and comprehensive loss for the year ended December 31, 2022.

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

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [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 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 December 31, 2022.

The Company recognized a gain of $7.2 million and $0.5 million for the years ended December 31 2022, and 2021, respectively classified within change in fair value of common stock warrant liability in the consolidated statements of operations and comprehensive loss. The Common Stock Warrants’ fair value was $0.2 million and $7.4 million as of December 31, 2022 and 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.

At December 31, 2022 and 2021, the estimated fair value of the earnout liability was less than $0.1 million and $5.7 million based on a Monte Carlo simulation model. Assumptions used in the valuations as of December 31, 2022 and 2021 are described in Note 4. No triggering event occurred as of December 31, 2022. The Company recognized a gain of $5.7 million and $9.3 million for the years ended December 31, 2022 and 2021, respectively, classified within change in fair value of earnout liability in the consolidated statements of operations and comprehensive loss.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9. COMMITMENTS AND CONTINGENCIES

Operating Leases

In August 2020, the Company leased 7,781 rentable square feet and in January 2022, the Company leased an additional 5,611 square feet of laboratory and office space in Redwood City, California. The Company’s operating lease will expire in August 2026. In March 2022, the Company entered into an agreement for 5,144 square feet of temporary office space in Redwood City, California, for use while the extra space leased in January 2022 was under construction. The Company paid a total of $0.1 million of rent expense during the year ended December 31, 2022 for the temporary office space rent.

In conjunction with signing the lease, the Company secured a letter of credit in favor of the lessor in the amount of $0.4 million. The funds related to this letter of credit are presented as restricted cash on the Company’s 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 $0.3 million and $1.6 million in leasehold improvements covered by these allowances as of December 31, 2022 and 2021, respectively. 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 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 consolidated statements of operations and comprehensive loss.

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

	Year ended December 31,
	2022		2021
Lease cost
Operating lease cost	$	622	$	479
Short-term lease cost		129		326
Total lease cost	$	751	$	805

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

	Year ended December 31,
	2022			2021

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	870		$	301
Weighted average remaining lease term (years)		3.6			4.6
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 December 31, 2022 (in thousands):

	Amount
Year ending December 31,
2023	$	1,119
2024		1,153
2025		1,187
2026		740
Total undiscounted lease payments		4,199
Less imputed interest		(548	)
Total discounted lease payments		3,651
Less current portion of lease liability		(865	)
Noncurrent portion of lease liability	$	2,786

Stanford Sponsored Research Agreement

In September 2020, the Company entered into a sponsored research agreement with Stanford for a research program related to the treatment of Fanconi Anemia patients in Bone Marrow Failure requiring allogeneic transplant with non-sibling donors at Stanford Lucile Packard Children’s Hospital (the “Research Project”) using briquilimab. Stanford will perform the Research Project and is fully responsible for costs and operations related to the Research Project. In addition, Stanford owns the entire right, title, and interest, in and to all technology developed using Stanford facilities and by Stanford personnel through the performance of the Research Project under this agreement (the “Fanconi Anemia Research Project IP”). Under this agreement, Stanford granted the Company an exclusive option to license Stanford’s rights in the Fanconi Anemia Research Project IP (the “Fanconi Anemia Option”) in the field of commercialization of briquilimab. There is no license granted or other intellectual property transferred under this agreement until the Fanconi Anemia Option is exercised. As of December 31, 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. The first milestone in the amount of $0.3 million was achieved in 2020. The second milestone in the amount of $0.3 million was achieved in February 2022 and recognized as a research and development expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The third milestone is based on the progress of the clinical trials and will be recognized if and when achieved.

License Agreements

In March 2021, the Company entered into the Stanford License Agreement (Note 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 December 31, 2022 and 2021, and no such royalties were due as of such dates. The Company paid a $25,000 license maintenance fee in March 2022 and recognized this as a research and development expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 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 years ended December 31, 2022 and 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 December 31, 2022 and 2021, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Common Stock

12 Months Ended

Dec. 31, 2022

Common Stock [Abstract]

COMMON STOCK

NOTE 10. 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 37,134,655 and 36,559,092 shares of voting common stock, 911,022 and 1,296,022 shares of non-voting common stock and no shares of preferred stock issued and outstanding as of December 31, 2022 and 2021, respectively.

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, 911,022 shares of the Company’s non-voting common stock were fully converted into 911,022 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 December 31, 2022 and 2021, the Company had common stock reserved for future issuance as follows:

	December 31,
	2022		2021
Outstanding and issued common stock options		6,169,180		2,660,383
Common stock warrants		4,999,863		4,999,883
Outstanding restricted stock units		2,617,445		—
Shares available for grant under 2021 Equity Incentive Plan		1,383,661		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		869,117		550,000
Total shares of common stock reserved		17,334,938		12,632,746

Shelf Registration Statement

On October 7, 2022, the Company filed a shelf registration statement on Form S-3 (“Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”). The Shelf Registration Statement allows us to 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. The SEC declared the Shelf Registration Statement effective on October 18, 2022. The terms of any offering under the Shelf Registration Statement will be established at the time of such offering and will be described in a prospectus supplement to the Shelf Registration Statement filed with the SEC prior to the completion of any such offering.

ATM Offering

On November 10, 2022, the Company also entered into a Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. (the “Agent”) pursuant to which we may offer and sell through or to the Agent, as sales agent or principal, shares of the Company’s common stock from time to time (the “ATM Offering”). On November 10, 2022, the Company filed under the Shelf Registration Statement a prospectus supplement with the SEC in connection with the ATM Offering (the “ATM Prospectus Supplement”), pursuant to which the Company may offer pursuant to the ATM Offering shares of its common stock having an aggregate offering price of up to $15.5 million. As of December 31, 2022, there have been no sales under the ATM Offering and, as of December 31, 2022, the full capacity remained available for issuance. In January 2023, the Company issued and sold an aggregate of 2,337,496 shares of its common stock pursuant to the ATM Prospectus Supplement for total estimated net proceeds of $4.5 million.

Public Offering

In January 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) under the Shelf Registration Statement of 69,000,000 shares of Common Stock, which included the exercise in full by the Underwriters of their option to purchase 9,000,000 additional shares of Common Stock. The public offering price was $1.50 per share and the Underwriters agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $1.41 per share. The total estimated net proceeds of the Offering were $96.9 million.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 11. STOCK-BASED COMPENSATION

On September 23, 2021, the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”) became effective upon the prior approval of Old Jasper’s board of directors and stockholders. The 2021 Plan and ESPP provide for annual automatic increases in the number of shares reserved under each plan, beginning on January 1, 2022. The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (the “Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of December 31, 2022, 5,904,271 shares were reserved for issuance under the 2021 Plan, of which 1,383,661 shares were available for future grant and 4,520,610 shares were subject to outstanding options and restricted stock units (“RSUs”), including performance-based awards. As of December 31, 2022, 59,434 shares have been issued under the ESPP and 869,117 shares were reserved and available for future issuance.

Under the 2021 Plan, the Company can grant incentive stock options (“ISOs”), nonstatutory stock options, restricted stock awards, stock appreciation rights, 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 equal to 85% of the fair market value of common stock on the offering date or on the exercise date, whichever is lower.

On March 14, 2022, the compensation committee of the Board adopted the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”), pursuant to which the Company may grant equity awards to new employees. The only persons eligible to receive grants under the 2022 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. As of December 31, 2022, 3,000,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 1,295,672 shares were available for future grant and 1,704,328 shares were subject to an outstanding stock option. In February 2023, the Company granted a stock option under the 2022 Inducement Plan to purchase 1,093,831 shares of the Company’s common stock.

Stock options under the 2021 Plan and the 2022 Inducement Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant, provided, however, that the exercise price of an ISO (which cannot be granted pursuant to the 2022 Inducement Plan) granted to a 10% stockholder may not be less than 110% of the fair market value of the shares. Stock options granted to employees and non-employees generally vest ratably over four years.

Stock Option Activity

The following table summarizes the stock option activities, including performance-based stock options, under the 2021 Plan, the 2022 Inducement Plan and the 2019 Plan for the year ended December 31, 2022:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, January 1, 2022		2,660,383		$	0.81		8.54	$	18,731,908
Options granted		3,997,553		$	3.32
Options exercised		(37,387	)	$	0.71
Options cancelled/forfeited		(451,369	)	$	3.32
Balance, December 31, 2022		6,169,180		$	2.25		7.80	$	-
Vested and expected to vest, December 31, 2022		6,169,180		$	2.25		7.80	$	-
Exercisable		2,438,614		$	1.27		6.75	$	-

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. Aggregate intrinsic value as of December 31, 2022 is zero since the fair market value of the common stock as of such date was less than the exercise price of the outstanding stock options. The total intrinsic value of the options exercised during the years ended December 31, 2022 and 2021 was $0.1 million and $2.1 million, respectively.

The total fair value of options that vested during the years ended December 31, 2022 and 2021 was $1.8 million and $1.4 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $2.38 and $2.66 per share, respectively.

Future stock-based compensation for unvested options as of December 31, 2022 was $6.6 million, which is expected to be recognized over a weighted-average period of 2.7 years, including $0.1 million related to performance-based stock options, which is expected to be recognized over a weighted-average period of 0.3 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 year ended December 31, 2022:

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, January 1, 2022		306,459	$	0.71		8.41	$	2,188,645
Options granted		157,500	$	2.80
Balance, December 31, 2022		463,959	$	1.42		8.06	$	-
Vested and expected to vest, December 31, 2022		463,959	$	1.42		8.06	$	-
Exercisable		308,959	$	0.73		7.43	$	-

Restricted Stock Units (RSUs)

The following table provides a summary of RSUs activity under the 2021 Plan during the year ended December 31, 2022:

	Number of Shares			Weighted Average Grant date Fair Value
Unvested restricted stock units at January 1, 2022		-		$	-
Granted		2,865,350		$	0.88
Vested		(93,722	)	$	3.54
Cancelled		(154,183	)	$	0.79
Unvested restricted stock units at December 31, 2022		2,617,445		$	0.79
Vested and unreleased		-		$	-
Outstanding restricted stock units at December 31, 2022		2,617,445		$	0.79

The total fair value of RSUs that vested during the year ended December 31, 2022 was $0.3 million. Unamortized stock-based compensation for restricted stock units as of December 31, 2022 was $1.6 million, which is expected to be recognized over a weighted-average period of 0.8 years.

Employee Stock Purchase Plan

The first offering period commenced in June 2022 and ended in December 2022. The second offering period commenced in December 2022 and will end in June 2023.

The Company issued 59,434 shares of common stock under the ESPP as of December 31, 2022 and recognized $0.1 million compensation expense related to the ESPP for the year ended December 31, 2022. Unamortized stock-based compensation for shares issuable under the ESPP as of December 31, 2022 was less than $0.1 million, which is expected to be recognized over a weighted-average period of 0.4 years. The Company recorded less than $0.1 million in accrued expenses and other current liabilities related to contributions withheld as of December 31, 2022.

Stock-Based Compensation Expense

The following table presents stock-based compensation expenses related to options and RSUs granted to employee and non-employees, ESPP awards and restricted common stock shares issued to founders (in thousands):

	Year Ended December 31,
	2022		2021
Research and development	$	1,423	$	612
General and administrative		2,668		436
Total	$	4,091	$	1,048

The Company recognized $0.2 million and $0.1 million of stock-based compensation expense related to performance-based options and RSUs during the years ended December 31, 2022 and 2021, respectively.

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:

	Year Ended December 31,
	2022	2021
Expected term (in years)	1.00 – 6.08	5.29 – 6.08
Expected volatility	63.41% – 106.03%	75.27% – 75.79%
Risk-free interest rate	1.40% – 3.62%	0.65% – 0.80%
Expected dividend yield	—	—

The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The Company estimates the fair value of its common stock based on the closing quoted market price of its common stock as reported on the Nasdaq Capital Market.

Expected Term

The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.

Expected Volatility

The Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Company does not have any trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-Free Interest Rate

The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.

Expected Dividend Yield

The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.

Valuation of ESPP Awards

The grant date fair value of ESPP awards was estimated using a Black-Scholes option-pricing model with the following assumptions:

	Year Ended December 31, 2022
Expected term (in years)		0.50
Expected volatility		75.61% - 78.89	%
Risk-free interest rate		1.81% - 4.72	%
Expected dividend yield		—

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 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):

	Year Ended December 31,
	2022			2021
Numerator:
Net loss attributable to common stockholders	$	(37,685	)	$	(30,637	)
Denominator:
Weighted average common shares outstanding		37,935,117			12,363,677
Less: Weighted-average unvested restricted shares		(402,356	)		(685,129	)
Less: Shares subject to earnout		(1,050,000	)		(284,795	)
Weighted average shares used to compute basic and diluted net loss per share		36,482,761			11,393,753

Net loss per share attributable to common stockholders – basic and diluted	$	(1.03	)	$	(2.69	)

Earnout Shares are not included in the net loss per share as the triggering events are contingent upon the Company’s common stock price exceeding specific thresholds and were not met as of each of December 31, 2021 and 2022.

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:

	December 31,
	2022		2021
Common stock warrants		4,999,863		4,999,883
Outstanding and issued common stock options		6,169,180		2,660,383
Outstanding RSUs		2,617,445		—
Unvested restricted common stock		258,847		541,225
Total		14,045,335		8,201,491

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 13. INCOME TAXES

During the years ended December 31, 2022 and 2021, the Company did not incur any tax expense or benefit as the Company operated with taxable losses and provided a full valuation allowance.

The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to loss before taxes as follows (in thousands):

	Year Ended December 31,
	2022			2021
Federal tax benefit at statutory rate	$	(7,914	)	$	(6,433	)
State taxes		(4,518	)		(1,729	)
Change in fair value of derivative		—			735
Change in fair value of warrant liability		(1,512	)		(105	)
Change in fair value of earnout liability		(1,202	)		(1,948	)
Non-deductible expenses		(108	)		633
Research and development credits		(1,835	)		(1,095	)
Change in valuation allowance		16,243			10,095
Other		846			(153	)
Provision for income taxes	$	—		$	—

The Inflation Reduction Act 2022 (the “IRA”), which incorporates a Corporate Alternative Minimum Tax, was signed into law on August 16, 2022. The changes will affect the tax years beginning after December 31, 2022. The new tax will require companies to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The Company does not expect the IRA to have a material impact on the Company’s consolidated financial statements.

Significant components of the Company’s net deferred tax assets (liabilities) as of December 31, 2022 and 2021 were as follows (in thousands):

	December 31,
	2022			2021
Deferred tax assets:
Accrued expenses and other	$	1,281		$	510
Intangibles		484			407
Net operating losses		20,669			14,683
Research and development credits		3,245			1,410
Stock based compensation		985			222
Lease liability		1,090			760
Section 195 start-up amortization		351			—
Fixed assets		99			—
Capitalized section 174		6,284			—
Unrealized gain/loss		—			13
Total deferred tax assets		34,488			18,005
Valuation allowance		(33,925	)		(17,682	)
Total net deferred tax assets		563			323
Deferred tax liabilities:
Right-of-use asset		(563	)		(302	)
Fixed assets		—			(21	)
Total deferred tax liabilities		(563	)		(323	)
Net deferred tax assets	$	—		$	—

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company believes that, based on a number of factors such as the history of operating losses, it is more likely than not that the deferred tax assets will not be fully realized, such that a full valuation allowance has been recorded. The valuation allowance increased by $16.2 million and increased by $10.1 million for the years ended December 31, 2022 and 2021, respectively.

The following table sets forth the Company’s federal and state net operating loss carryforwards as of December 31, 2022 (amounts in thousands):

	Amount		Expiration Years
Net operating losses, Federal	$	68,798	Do not expire
Net operating losses, states primarily California	$	120,035	2038-2042

As of December 31, 2022, the Company had research and development credit carryforwards of approximately $2.7 million and $2.2 million available to reduce future taxable income, if any, for both federal and California state income tax purposes, respectively. The federal research and development credit carryforwards begin expiring in 2040, and California credits carryforward indefinitely.

Utilization of the net operating loss carryforwards and research credit carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code, as amended (“IRC”), and similar state provisions. Annual limitations may result in the expiration of the net operating losses and tax credit carryforwards before they are utilized. As of December 31, 2022, the Company has completed an IRC Section 382 analysis from inception through the year ended December 31, 2021 and has appropriately reflected its net operating loss deferred tax assets. Any future ownership changes may result in further limitations.

Uncertain Tax Positions

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the periods ended December 31, 2022 and 2021 is as follows (in thousands):

	Year Ended December 31,
	2022		2021
Balance at beginning of year	$	828	$	252
Additions based on tax positions related to current year		894		576
Balance at end of year	$	1,722	$	828

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company did not accrue any penalties or interest during tax years 2022 and 2021. The Company does not expect its unrecognized tax benefit to change materially over the next twelve months.

The Company’s federal returns for tax years 2019 through 2021 remain open to examination, and the Company’s state returns remain subject to examination for tax years 2019 through 2021. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other relevant tax authorities. No income tax returns are currently under examination by taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

401(K) Savings Plan

12 Months Ended

Dec. 31, 2022

Savings Plan [Abstract]

401(K) SAVINGS PLAN

NOTE 14. 401(K) SAVINGS PLAN

The Company has a retirement and savings plan under Section 401(k) of the IRC (the “401(k) Plan”), covering all U.S. employees. The 401(k) Plan allows employees to make pre-tax contributions up to the maximum allowable amount set by the Internal Revenue Service. The Company may make contributions to the 401(k) Plan at its discretion. $0.1 million and zero contributions were made to the 401(k) Plan by the Company for the years ended December 31, 2022 and 2021, respectively.

Related Parties

12 Months Ended

Dec. 31, 2022

RELATED PARTIES

NOTE 15. 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 $0.5 million for the founders’ advisory and consulting services performed for each of the years ended December 31, 2022 and 2021. 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 and a member of the Board.

In December 2020, the Company entered into a material transfer agreement with Zai Lab Limited where both companies collaborated on a research project and shared 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 years ended December 31, 2022 and 2021, respectively. The Company’s chairman is a board member of Zai Lab Limited.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

	December 31,
	2022		2021
Cash and cash equivalents	$	38,250	$	84,701
Restricted cash		417		345
Total cash, cash equivalents and restricted cash	$	38,667	$	85,046

Concentrations of Credit Risk and Other Risks and Uncertainties

Concentrations of Credit Risk and Other Risks and Uncertainties

Property and Equipment, Net

Property and Equipment, Net

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Leases

Leases

The Company has no finance leases as of December 31, 2022 and 2021.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Common Stock Warrant Liability

Common Stock Warrant Liability

Earnout Liability

Earnout Liability

Accrued Research and Development Expenses

Accrued Research and Development Expenses

Research and Development

Research and Development

General and Administrative

General and Administrative

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

Foreign Currency Transactions

Foreign Currency Transactions

Comprehensive loss

Comprehensive loss

Net Loss per Share Attributable to Common Stockholders

Net Loss per Share Attributable to Common Stockholders

Segment Reporting

Segment Reporting

Recent Accounting Pronouncements

Recent Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of reconciliation of cash and cash equivalents and restricted cash

	December 31,
	2022		2021
Cash and cash equivalents	$	38,250	$	84,701
Restricted cash		417		345
Total cash, cash equivalents and restricted cash	$	38,667	$	85,046

Reverse Recapitalization (Tables)

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization (Tables) [Line Items]

Schedule of shares of common stock issued and outstanding

	Number of Shares
Common stock of AMHC outstanding prior to the Business Combination		12,500,000
Less: shares forfeited by the Sponsor		(200,000	)
Less: redemption of AMHC shares		(9,262,099	)
Common stock of AMHC		3,037,901
Shares issued in the PIPE Financing		10,000,000
Business Combination and PIPE Financing shares		13,037,901
Old Jasper shares		24,778,409
Total shares of common stock immediately after the Business Combination		37,816,310

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of financial assets and liabilities measured on a recurring basis

	December 31, 2022
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	37,250	$	-	$	-	$	37,250
Total fair value of assets	$	37,250	$	-	$	-	$	37,250

Financial liabilities
Common stock warrant liability	$	150	$	-	$	-	$	150
Earnout liability		-		-		18		18
Total fair value of financial liabilities	$	150	$	-	$	18	$	168

	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

	Derivative tranche liability			Earnout Liability
Fair Value as of January 1, 2021	$	8,158		$	—
Initial fair value of earnout liability		—			15,020
Change in the fair value included in other expense (income)		3,501			(9,277	)
Settlement of obligation		(11,659	)		—
Fair Value as of December 31, 2021		—			5,743

Fair Value as of January 1, 2022	$	—		$	5,743
Change in the fair value included in other income		—			(5,725	)
Fair Value as of December 31, 2022	$	—		$	18

Schedule of fair value of the derivative tranche liability

Series A-1 redeemable convertible preferred stock value	$	1.57
Purchase price	$	0.75
Expected term (in years)		—
Expected volatility		0.00	%
Risk-free interest rate		0.00	%

Schedule of level 3 of the fair value hierarchy

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	18	Monte Carlo Simulation	Common stock price	$	0.48
				Expected term (in years)		1.73
				Expected volatility		105.0	%
				Risk-free interest rate		4.40	%

	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	%

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

Schedule of prepaid expenses and other current assets

	December 31,
	2022		2021
Prepaid insurance	$	1,362	$	2,074
Research and development prepaid expenses		842		139
Payroll tax credit receivable		250		548
Other prepaid expenses and current assets		246		219
Other		118		150
Total	$	2,818	$	3,130

Schedule of property and equipment

	December 31,
	2022			2021
Leasehold improvements	$	2,477		$	2,056
Lab equipment		1,706			1,569
Office furniture & fixtures		502			208
Computer equipment		145			140
Capitalized software		90			90
Property and equipment, gross		4,920			4,063
Less: accumulated depreciation and amortization		(1,352	)		(377	)
Property and equipment, net	$	3,568		$	3,686

Schedule of accrued expenses and other current liabilities

	December 31,
	2022		2021
Research and development accrued expenses	$	2,651	$	1,660
Accrued employee and related compensation expenses		1,587		1,151
License option liability, current		—		200
Other		194		585
Total	$	4,432	$	3,596

Schedule of other non-current liabilities

	December 31,
	2022		2021
CIRM grant liability	$	2,264	$	600
Accrued tax liability		—		24
Restricted stock liability		9		19
Other non-current liabilities		80		—
Total	$	2,353	$	643

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of components of lease costs

	Year ended December 31,
	2022		2021
Lease cost
Operating lease cost	$	622	$	479
Short-term lease cost		129		326
Total lease cost	$	751	$	805

Schedule of operating leases

	Year ended December 31,
	2022			2021

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	870		$	301
Weighted average remaining lease term (years)		3.6			4.6
Weighted average discount rate		8.00	%		8.00	%

Schedule of operating lease liabilities showing the aggregate lease payments

	Amount
Year ending December 31,
2023	$	1,119
2024		1,153
2025		1,187
2026		740
Total undiscounted lease payments		4,199
Less imputed interest		(548	)
Total discounted lease payments		3,651
Less current portion of lease liability		(865	)
Noncurrent portion of lease liability	$	2,786

Common Stock (Tables)

12 Months Ended

Dec. 31, 2022

Common Stock [Abstract]

Schedule of common stock reserved for future issuance

	December 31,
	2022		2021
Outstanding and issued common stock options		6,169,180		2,660,383
Common stock warrants		4,999,863		4,999,883
Outstanding restricted stock units		2,617,445		—
Shares available for grant under 2021 Equity Incentive Plan		1,383,661		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		869,117		550,000
Total shares of common stock reserved		17,334,938		12,632,746

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of stock option activity

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, January 1, 2022		2,660,383		$	0.81		8.54	$	18,731,908
Options granted		3,997,553		$	3.32
Options exercised		(37,387	)	$	0.71
Options cancelled/forfeited		(451,369	)	$	3.32
Balance, December 31, 2022		6,169,180		$	2.25		7.80	$	-
Vested and expected to vest, December 31, 2022		6,169,180		$	2.25		7.80	$	-
Exercisable		2,438,614		$	1.27		6.75	$	-

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, January 1, 2022		306,459	$	0.71		8.41	$	2,188,645
Options granted		157,500	$	2.80
Balance, December 31, 2022		463,959	$	1.42		8.06	$	-
Vested and expected to vest, December 31, 2022		463,959	$	1.42		8.06	$	-
Exercisable		308,959	$	0.73		7.43	$	-

Schedule of RSUs activity

	Number of Shares			Weighted Average Grant date Fair Value
Unvested restricted stock units at January 1, 2022		-		$	-
Granted		2,865,350		$	0.88
Vested		(93,722	)	$	3.54
Cancelled		(154,183	)	$	0.79
Unvested restricted stock units at December 31, 2022		2,617,445		$	0.79
Vested and unreleased		-		$	-
Outstanding restricted stock units at December 31, 2022		2,617,445		$	0.79

Schedule of stock-based compensation expense

	Year Ended December 31,
	2022		2021
Research and development	$	1,423	$	612
General and administrative		2,668		436
Total	$	4,091	$	1,048

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

	Year Ended December 31,
	2022	2021
Expected term (in years)	1.00 – 6.08	5.29 – 6.08
Expected volatility	63.41% – 106.03%	75.27% – 75.79%
Risk-free interest rate	1.40% – 3.62%	0.65% – 0.80%
Expected dividend yield	—	—

	Year Ended December 31, 2022
Expected term (in years)		0.50
Expected volatility		75.61% - 78.89	%
Risk-free interest rate		1.81% - 4.72	%
Expected dividend yield		—

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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

	Year Ended December 31,
	2022			2021
Numerator:
Net loss attributable to common stockholders	$	(37,685	)	$	(30,637	)
Denominator:
Weighted average common shares outstanding		37,935,117			12,363,677
Less: Weighted-average unvested restricted shares		(402,356	)		(685,129	)
Less: Shares subject to earnout		(1,050,000	)		(284,795	)
Weighted average shares used to compute basic and diluted net loss per share		36,482,761			11,393,753

Net loss per share attributable to common stockholders – basic and diluted	$	(1.03	)	$	(2.69	)

Schedule of diluted net loss per share attributable to common stockholders

	December 31,
	2022		2021
Common stock warrants		4,999,863		4,999,883
Outstanding and issued common stock options		6,169,180		2,660,383
Outstanding RSUs		2,617,445		—
Unvested restricted common stock		258,847		541,225
Total		14,045,335		8,201,491

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of provision for income taxes

	Year Ended December 31,
	2022			2021
Federal tax benefit at statutory rate	$	(7,914	)	$	(6,433	)
State taxes		(4,518	)		(1,729	)
Change in fair value of derivative		—			735
Change in fair value of warrant liability		(1,512	)		(105	)
Change in fair value of earnout liability		(1,202	)		(1,948	)
Non-deductible expenses		(108	)		633
Research and development credits		(1,835	)		(1,095	)
Change in valuation allowance		16,243			10,095
Other		846			(153	)
Provision for income taxes	$	—		$	—

Schedule of net deferred tax assets (liabilities)

	December 31,
	2022			2021
Deferred tax assets:
Accrued expenses and other	$	1,281		$	510
Intangibles		484			407
Net operating losses		20,669			14,683
Research and development credits		3,245			1,410
Stock based compensation		985			222
Lease liability		1,090			760
Section 195 start-up amortization		351			—
Fixed assets		99			—
Capitalized section 174		6,284			—
Unrealized gain/loss		—			13
Total deferred tax assets		34,488			18,005
Valuation allowance		(33,925	)		(17,682	)
Total net deferred tax assets		563			323
Deferred tax liabilities:
Right-of-use asset		(563	)		(302	)
Fixed assets		—			(21	)
Total deferred tax liabilities		(563	)		(323	)
Net deferred tax assets	$	—		$	—

Schedule of federal and state net operating loss carryforwards

	Amount		Expiration Years
Net operating losses, Federal	$	68,798	Do not expire
Net operating losses, states primarily California	$	120,035	2038-2042

Schedule of unrecognized tax benefits

	Year Ended December 31,
	2022		2021
Balance at beginning of year	$	828	$	252
Additions based on tax positions related to current year		894		576
Balance at end of year	$	1,722	$	828

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Organization and Description of Business (Details) [Line Items]
Aggregate gross proceeds	$ 101.4
Incurred net losses	37.7	$ 30.6
Operating cash flows	45.9	$ 33.7
Accumulated deficit	105.1
Cash and cash equivalents	$ 38.3
Class A Common Stock [Member]
Organization and Description of Business (Details) [Line Items]
Purchase of aggregate shares (in Shares)	10,000,000
Price per share (in Dollars per share)	$ 10
Aggregate gross proceeds	$ 100.0

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
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+ Details

Summary of Significant Accounting Policies (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Jan. 31, 2023
Summary of Significant Accounting Policies (Details) [Line Items]
Convertible preferred stock, description	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.
Lease term	1 year
Outstanding warrants	4,999,863
Common stock, shares issued	1,050,000
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Converted shares	2,200,000
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property plant and equipment useful life	3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property plant and equipment useful life	5 years
Common Stock Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exercise price (in Dollars per share)	$ 11.5
Subsequent Event [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Outstanding shares		911,022
Non-voting common stock		911,022

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash and cash equivalents and restricted cash - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Reconciliation Of Cash And Cash Equivalents And Restricted Cash Abstract
Cash and cash equivalents	$ 38,250	$ 84,701
Restricted cash	417	345
Total cash, cash equivalents and restricted cash	$ 38,667	$ 85,046

Reverse Recapitalization (Details) $ in Millions	12 Months Ended
Reverse Recapitalization (Details) $ in Millions	Dec. 31, 2022 USD ($) shares
Reverse Recapitalization (Details) [Line Items]
Business combination description	In accordance with the BCA, at the closing of the Business Combination, 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%
Received shares (in Shares) \| shares	1,050,000
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
Net assets	0.6
Warrant liability	7.9
Fair value earnout liability	15.0
AMHC [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

Reverse Recapitalization (Details) - Schedule of shares of common stock issued and outstanding	12 Months Ended
	Dec. 31, 2022 shares
Schedule Of Shares Of Common Stock Issued And Outstanding Abstract
Common stock of AMHC outstanding prior to the Business Combination	12,500,000
Less: shares forfeited by the Sponsor	(200,000)
Less: redemption of AMHC shares	(9,262,099)
Common stock of AMHC	3,037,901
Shares issued in the PIPE Financing	10,000,000
Business Combination and PIPE Financing shares	13,037,901
Old Jasper shares	24,778,409
Total shares of common stock immediately after the Business Combination	37,816,310

Fair Value Measurements (Details) $ in Millions	12 Months Ended
Fair Value Measurements (Details) $ in Millions	Dec. 31, 2021 USD ($)
Fair Value Disclosures [Abstract]
Derivative tranche liability	$ 3.5

Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured on a recurring basis - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financial assets
Money market funds	$ 37,250	$ 83,701
Total fair value of assets	37,250	83,701
Financial liabilities
Common stock warrant liability	150	7,350
Earnout liability	18	5,743
Total fair value of financial liabilities	168	13,093
Level 1 [Member]
Financial assets
Money market funds	37,250	83,701
Total fair value of assets	37,250	83,701
Financial liabilities
Common stock warrant liability	150	7,350
Earnout liability
Total fair value of financial liabilities	150	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	18	5,743
Total fair value of financial liabilities	$ 18	$ 5,743

Fair Value Measurements (Details) - Schedule of changes in the fair value - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative tranche liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, as of beginning		$ 8,158
Fair value, as of ending
Initial fair value of earnout liability
Change in the fair value included in other expense (income)		3,501
Settlement of obligation		(11,659)
Earnout Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, as of beginning	5,743
Fair value, as of ending	18	5,743
Initial fair value of earnout liability		15,020
Change in the fair value included in other expense (income)	$ (5,725)	(9,277)
Settlement of obligation

Fair Value Measurements (Details) - Schedule of fair value of the derivative tranche liability	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Schedule Of Fair Value Of The Derivative Tranche Liability Abstract
Series A-1 redeemable convertible preferred stock value (in Dollars) \| $	$ 1.57
Purchase price (in Dollars per share) \| $ / shares	$ 0.75
Expected term (in years)
Expected volatility	0.00%
Risk-free interest rate	0.00%

Fair Value Measurements (Details) - Schedule of level 3 of the fair value hierarchy - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Level3 Of The Fair Value Hierarchy Abstract
Fair value (in Dollars)	$ 18	$ 5,743
Valuation methodology	Monte Carlo Simulation	Monte Carlo Simulation
Common stock price (in Dollars per share)	$ 0.48	$ 7.85
Expected term (in years)	1 year 8 months 23 days	2 years 8 months 23 days
Expected volatility	105.00%	74.00%
Risk-free interest rate	4.40%	0.90%

Consolidated Balance Sheet Components (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Depreciation and amortization expense	$ 1.0	$ 0.4

Consolidated Balance Sheet Components (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2020	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Prepaid Expenses And Other Current Assets Abstract
Prepaid insurance		$ 1,362	$ 2,074
Research and development prepaid expenses	$ 2,300	842	139
Payroll tax credit receivable		250	548
Other prepaid expenses and current assets		246	219
Other		118	150
Total		$ 2,818	$ 3,130

Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Property And Equipment Abstract
Leasehold improvements	$ 2,477	$ 2,056
Lab equipment	1,706	1,569
Office furniture & fixtures	502	208
Computer equipment	145	140
Capitalized software	90	90
Property and equipment, gross	4,920	4,063
Less: accumulated depreciation and amortization	(1,352)	(377)
Property and equipment, net	$ 3,568	$ 3,686

Consolidated Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Accrued Expenses And Other Current Liabilities Abstract
Research and development accrued expenses	$ 2,651	$ 1,660
Accrued employee and related compensation expenses	1,587	1,151
License option liability, current		200
Other	194	585
Total	$ 4,432	$ 3,596

Consolidated Balance Sheet Components (Details) - Schedule of other non-current liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Other Non Current Liabilities Abstract
CIRM grant liability	$ 2,264	$ 600
Accrued tax liability		24
Restricted stock liability	9	19
Other non-current liabilities	80
Total	$ 2,353	$ 643

Cirm Grant (Details) - USD ($)	1 Months Ended			12 Months Ended
Cirm Grant (Details) - USD ($)	Mar. 31, 2021	Jan. 31, 2021	Nov. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2022
Cirm Grant Disclosure Abstract
Research project related cost			$ 2,300,000	$ 842,000	$ 139,000
Percentage of licensing fees				0.10%
CIRM fund technology				$ 1,000,000
Percentage of converted loan				60.00%
Received from interest rate				25.00%
Received aggregate from CIRM	$ 600,000	$ 600,000
Other long term liability					$ 600,000
Other receivables milestone				$ 700,000		$ 1,000,000
Future distribution to company under grant value				$ 50,000

Significant Agreements (Details) - USD ($)	12 Months Ended
Significant Agreements (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2020	Jun. 30, 2020
Significant Agreements (Details) [Line Items]
Accrued expenses and other current liabilities	$ 200,000
Accrued expenses	$ 0	$ 200,000
Annual license maintenance fees, description	The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in March 2022, which was recognized as research and development expense in the statements of operations and comprehensive loss for the year ended December 31, 2022.
ISRA [Member]
Significant Agreements (Details) [Line Items]
Option exercise fee	$ 1,000,000	$ 400,000	$ 200,000	$ 200,000
Research and development cost	$ 1,000,000

Derivative Financial Instruments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Sep. 24, 2021
Derivative Financial Instruments (Details) [Line Items]
Expire date	Sep. 24, 2026
Fair value of common stock			$ 7.9
Recognized gain	$ 7.2	$ 0.5
Common stock warrants fair value	$ 0.2	7.4
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	$ 5.7	9.3
Estimated fair value of earnout liability	$ 0.1	$ 5.7

Commitments and Contingencies (Details)	1 Months Ended					12 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2022 USD ($) ft²	Feb. 28, 2022 USD ($)	Jan. 31, 2022 ft²	Mar. 31, 2021	Aug. 31, 2020 m²	Dec. 31, 2022 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Rentable square feet			5,611		7,781
Agreement for square feet (in Square Feet) \| ft²	5,144
Temporary office space rent						$ 100,000
Lessor amount						$ 400,000
Improvement allowance, description						To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.5 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised.
Leasehold improvements						$ 300,000		$ 1,600,000
Net construction costs, percentage						5.00%
Pay stanford net							$ 900,000
Pay stanford net term							3 years
First milestone agreement paid							$ 300,000
Research and development expense		$ 300,000
License agreements, description				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.
License maintenance fee	$ 25,000

Commitments and Contingencies (Details) - Schedule of components of lease costs - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lease cost
Operating lease cost	$ 622	$ 479
Short-term lease cost	129	326
Total lease cost	$ 751	$ 805

Commitments and Contingencies (Details) - Schedule of operating leases - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020
Schedule Of Operating Leases Abstract
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 870	$ 301
Weighted average remaining lease term (years)	3 years 7 months 6 days	4 years 7 months 6 days
Weighted average discount rate	8.00%	8.00%

Commitments and Contingencies (Details) - Schedule of operating lease liabilities showing the aggregate lease payments $ in Thousands	Dec. 31, 2022 USD ($)
Schedule Of Operating Lease Liabilities Showing The Aggregate Lease Payments Abstract
2023	$ 1,119
2024	1,153
2025	1,187
2026	740
Total undiscounted lease payments	4,199
Less imputed interest	(548)
Total discounted lease payments	3,651
Less current portion of lease liability	(865)
Noncurrent portion of lease liability	$ 2,786

Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	12 Months Ended
	Nov. 10, 2022	Oct. 07, 2022	Jan. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Common Stock (Details) [Line Items]
Shares of voting common stock				37,134,655	36,559,092
Shares of non-voting common stock				911,022	1,296,022
Restricted stock liability (in Dollars)					$ 31.0
Common stock value (in Dollars)		$ 150.0
Aggregate offering price (in Dollars)	$ 15.5
Common Stock [Member]
Common Stock (Details) [Line Items]
Shares of voting common stock				490,000,000
Shares of non-voting common stock				2,000,000
Common stock voting percentage				9.90%
Preferred Stock [Member]
Common Stock (Details) [Line Items]
Shares of undesignated preferred stock				10,000,000
Subsequent Event [Member]
Common Stock (Details) [Line Items]
Shares of non-voting common stock			911,022
Issued of aggregate of shares			2,337,496
Total net proceeds (in Dollars)			$ 4.5
Shares of common stock			69,000,000
Option to purchase of aditional shares			9,000,000
Price per share (in Dollars per share)			$ 1.5
Underwriting agreement price (in Dollars per share)			$ 1.41
Gross proceeds (in Dollars)			$ 96.9
Subsequent Event [Member] \| Nonvoting Common Stock [Member]
Common Stock (Details) [Line Items]
Shares of non-voting common stock			911,022

Common Stock (Details) - Schedule of common stock reserved for future issuance - shares	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Common Stock Reserved For Future Issuance Abstract
Outstanding and issued common stock options	6,169,180	2,660,383
Common stock warrants	4,999,863	4,999,883
Outstanding restricted stock units	2,617,445
Shares available for grant under 2021 Equity Incentive Plan	1,383,661	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	869,117	550,000
Total shares of common stock reserved	17,334,938	12,632,746

Stock-Based Compensation (Details) - USD ($)	1 Months Ended	12 Months Ended
Stock-Based Compensation (Details) - USD ($)	Feb. 28, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Equity incentive plan description		The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (the “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		869,117
Shares issued		4,520,610
Shares issued under ESPP		59,434
Fair market value of common stock percentage		85.00%
Fair market value percentage		100.00%
Granted percentage		10.00%
Fair market value common stock (in Dollars)		$ 0
Total intrinsic value (in Dollars)		100,000	$ 2,100,000
Total fair value (in Dollars)		$ 1,800,000	$ 1,400,000
Weighted-average grant date fair value per share (in Dollars per share)		$ 2.38	$ 2.66
Unvested options (in Dollars)		$ 6,600,000
Weighted-average period		2 years 8 months 12 days
Performance-based stock options (in Dollars)		$ 100,000
Recognized over a weighted-average period		3 months 18 days
Restricted stock units		1,600,000
Description of ESPP		The Company issued 59,434 shares of common stock under the ESPP as of December 31, 2022 and recognized $0.1 million compensation expense related to the ESPP for the year ended December 31, 2022. Unamortized stock-based compensation for shares issuable under the ESPP as of December 31, 2022 was less than $0.1 million, which is expected to be recognized over a weighted-average period of 0.4 years. The Company recorded less than $0.1 million in accrued expenses and other current liabilities related to contributions withheld as of December 31, 2022.
Stock-based compensation expense (in Dollars)		$ 200,000	$ 100,000
Expected dividend yield (in Dollars)		$ 0
2021 Inducement Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Reserved for Issuance		5,904,271
Available shares		1,383,661
2022 Inducement Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Reserved for Issuance		3,000,000
Available shares		1,295,672
Outstanding shares		1,704,328
Fair market value percentage		110.00%
2022 Inducement Plan [Member] \| Forecast [Member]
Stock-Based Compensation (Details) [Line Items]
Stock option granted	1,093,831
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Outstanding shares		300,000
Weighted-average grant date fair value per share (in Dollars per share)
Weighted-average period		9 months 18 days
Restricted stock units		2,617,445

Stock-Based Compensation (Details) - Schedule of stock option activity $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Stock Option Activity [Member]
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items]
Options Outstanding, Beginning balance \| shares	2,660,383
Weighted Average Exercise Price, Beginning balance \| $ / shares	$ 0.81
Weighted-Average Remaining Contractual Life (Years), Beginning balance	8 years 6 months 14 days
Aggregate Intrinsic Value, Beginning balance \| $	$ 18,731,908
Options Outstanding, Ending Balance \| shares	6,169,180
Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 2.25
Weighted-Average Remaining Contractual Life (Years), Ending Balance	7 years 9 months 18 days
Aggregate Intrinsic Value, Ending Balance \| $
Options Outstanding, Options granted \| shares	3,997,553
Weighted Average Exercise Price, Options granted \| $ / shares	$ 3.32
Weighted-Average Remaining Contractual Life (Years), Options granted
Aggregate Intrinsic Value, Options granted \| $
Options Outstanding, Options exercised \| shares	(37,387)
Weighted Average Exercise Price, Options exercised \| $ / shares	$ 0.71
Weighted-Average Remaining Contractual Life (Years), Options exercised
Aggregate Intrinsic Value, Options exercised \| $
Options Outstanding, Options cancelled/forfeited \| shares	(451,369)
Weighted Average Exercise Price, Options cancelled/forfeited \| $ / shares	$ 3.32
Weighted-Average Remaining Contractual Life (Years), Options cancelled/forfeited
Aggregate Intrinsic Value, Options cancelled/forfeited \| $
Options Outstanding, Vested and expected to vest, December 31, 2022 \| shares	6,169,180
Weighted Average Exercise Price, Vested and expected to vest, December 31, 2022 \| $ / shares	$ 2.25
Weighted-Average Remaining Contractual Life (Years), Vested and expected to vest, December 31, 2022	7 years 9 months 18 days
Aggregate Intrinsic Value, Vested and expected to vest, December 31, 2022 \| $
Options Outstanding, Exercisable \| shares	2,438,614
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 1.27
Weighted-Average Remaining Contractual Life (Years), Exercisable	6 years 9 months
Aggregate Intrinsic Value, Exercisable \| $
Performance-Based Stock Options [Member]
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items]
Options Outstanding, Beginning balance \| shares	306,459
Weighted Average Exercise Price, Beginning balance \| $ / shares	$ 0.71
Weighted-Average Remaining Contractual Life (Years), Beginning balance	8 years 4 months 28 days
Aggregate Intrinsic Value, Beginning balance \| $	$ 2,188,645
Options Outstanding, Ending Balance \| shares	463,959
Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 1.42
Weighted-Average Remaining Contractual Life (Years), Ending Balance	8 years 21 days
Aggregate Intrinsic Value, Ending Balance \| $
Options Outstanding, Options granted \| shares	157,500
Weighted Average Exercise Price, Options granted \| $ / shares	$ 2.8
Options Outstanding, Vested and expected to vest, December 31, 2022 \| shares	463,959
Weighted Average Exercise Price, Vested and expected to vest, December 31, 2022 \| $ / shares	$ 1.42
Weighted-Average Remaining Contractual Life (Years), Vested and expected to vest, December 31, 2022	8 years 21 days
Aggregate Intrinsic Value, Vested and expected to vest, December 31, 2022 \| $
Options Outstanding, Exercisable \| shares	308,959
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 0.73
Weighted-Average Remaining Contractual Life (Years), Exercisable	7 years 5 months 4 days
Aggregate Intrinsic Value, Exercisable \| $

Stock-Based Compensation (Details) - Schedule of RSUs activity - Restricted Stock Units [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Stock-Based Compensation (Details) - Schedule of RSUs activity [Line Items]
Number of Shares, Unvested restricted stock units at beginning balance \| shares
Weighted Average Grant date Fair Value, Unvested restricted stock units at beginning balance \| $ / shares
Number of Shares, Granted \| shares	2,865,350
Weighted Average Grant date Fair Value, Granted \| $ / shares	$ 0.88
Number of Shares, Vested \| shares	(93,722)
Weighted Average Grant date Fair Value, Vested \| $ / shares	$ 3.54
Number of Shares, Cancelled \| shares	(154,183)
Weighted Average Grant date Fair Value, Cancelled \| $ / shares	$ 0.79
Number of Shares, Unvested restricted stock at ending balance \| shares	2,617,445
Weighted Average Grant date Fair Value, Unvested restricted stock units at ending balance \| $ / shares	$ 0.79
Number of Shares, Vested and unreleased \| shares
Weighted Average Grant date Fair Value, Vested and unreleased \| $ / shares
Number of Shares, Outstanding restricted stock units at ending balance \| shares	2,617,445
Weighted Average Grant date Fair Value, Outstanding restricted stock units at ending balance \| $ / shares	$ 0.79

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Stock Based Compensation Expense Abstract
Research and development	$ 1,423	$ 612
General and administrative	2,668	436
Total	$ 4,091	$ 1,048

Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Valuation of Stock Options [Member]
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected dividend yield
Valuation of Stock Options [Member] \| Minimum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	1 year	5 years 3 months 14 days
Expected volatility	63.41%	75.27%
Risk-free interest rate	1.40%	0.65%
Expected dividend yield
Valuation of Stock Options [Member] \| Maximum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days
Expected volatility	106.03%	75.79%
Risk-free interest rate	3.62%	0.80%
Expected dividend yield
Valuation of ESPP Awards [Member] \| Minimum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	6 months
Expected volatility	75.61%
Risk-free interest rate	1.81%
Expected dividend yield
Valuation of ESPP Awards [Member] \| Maximum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a Black-Scholes option-pricing model [Line Items]
Expected term (in years)	6 months
Expected volatility	78.89%
Risk-free interest rate	4.72%
Expected dividend yield

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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (37,685)	$ (30,637)
Denominator:
Weighted average common shares outstanding	37,935,117	12,363,677
Less: Weighted-average unvested restricted shares	(402,356)	(685,129)
Less: Shares subject to earnout	(1,050,000)	(284,795)
Weighted average shares used to compute basic and diluted net loss per share	36,482,761	11,393,753
Net loss per share attributable to common stockholders – basic and diluted (in Dollars per share)	$ (1.03)	$ (2.69)

- 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

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Diluted Net Loss Per Share Attributable To Common Stockholders Abstract
Common stock warrants	4,999,863	4,999,883
Outstanding and issued common stock options	6,169,180	2,660,383
Outstanding RSUs	2,617,445
Unvested restricted common stock	258,847	541,225
Total	14,045,335	8,201,491

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Valuation allowance	$ 16.2	$ 10.1
Research and development	2.7
Taxable income	$ 2.2

Income Taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Provision For Income Taxes Abstract
Federal tax benefit at statutory rate	$ (7,914)	$ (6,433)
State taxes	(4,518)	(1,729)
Change in fair value of derivative		735
Change in fair value of warrant liability	(1,512)	(105)
Change in fair value of earnout liability	(1,202)	(1,948)
Non-deductible expenses	(108)	633
Research and development credits	(1,835)	(1,095)
Change in valuation allowance	16,243	10,095
Other	846	(153)
Provision for income taxes

Income Taxes (Details) - Schedule of net deferred tax assets (liabilities) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accrued expenses and other	$ 1,281	$ 510
Intangibles	484	407
Net operating losses	20,669	14,683
Research and development credits	3,245	1,410
Stock based compensation	985	222
Lease liability	1,090	760
Section 195 start-up amortization	351
Fixed assets	99
Capitalized section 174	6,284
Unrealized gain/loss		13
Total deferred tax assets	34,488	18,005
Valuation allowance	(33,925)	(17,682)
Total net deferred tax assets	563	323
Deferred tax liabilities:
Right-of-use asset	(563)	(302)
Fixed assets		(21)
Total deferred tax liabilities	(563)	(323)
Net deferred tax assets

Income Taxes (Details) - Schedule of federal and state net operating loss carryforwards $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses, Amount	$ 68,798
Net operating losses, Expiration Years	Do not expire
States Primarily California [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses, Amount	$ 120,035
Net operating losses, Expiration Years	2038-2042

Income Taxes (Details) - Schedule of unrecognized tax benefits - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Unrecognized Tax Benefits Abstract
Balance at beginning of year	$ 828	$ 252
Additions based on tax positions related to current year	894	576
Balance at end of year	$ 1,722	$ 828

401(K) Savings Plan (Details) - USD ($)	12 Months Ended
401(K) Savings Plan (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Savings Plan Abstract
Contribution amount	$ 100,000	$ 0

Related Parties (Details) - USD ($)	12 Months Ended
Related Parties (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Parties (Details) [Line Items]
Related parties description	The Company recorded $0.5 million for the founders’ advisory and consulting services performed for each of the years ended December 31, 2022 and 2021.
Reduction to research and development expenses	$ 0	$ 36,000
Zai Lab Limited [Member]
Related Parties (Details) [Line Items]
Research project and share total expenses			$ 300,000