0001213900-23-066234 | 10-Q | XBRL Viewer

Print Document View Excel Document

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash and restricted cash - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of reconciliation of cash and restricted cash [Abstract]
Cash and cash equivalents	$ 115,812	$ 38,250
Restricted cash	417	417
Total cash, cash equivalents and restricted cash	$ 116,229	$ 38,667

Significant Agreements	6 Months Ended
Jun. 30, 2023
Significant Agreements [Abstract]
SIGNIFICANT AGREEMENTS	NOTE 6. SIGNIFICANT AGREEMENTS *Amgen License Agreement* In November 2019, the Company entered into a worldwide exclusive license agreement with Amgen, Inc. (“Amgen”) for briquilimab (formerly known as AMG-191 and JSP191) that also includes translational science and materials from Stanford University (the “Amgen License Agreement”). The Company was assigned and accepted Amgen’s rights and obligations, effective November 21, 2019, for the Investigator Sponsored Research Agreement (the “ISRA”), entered into in June 2013, between Amgen and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) and the Quality Agreement between Amgen and Stanford, effective as of October 7, 2015. Under the ISRA, the Company received an option to negotiate a definitive license with Stanford for rights to certain Stanford intellectual property related to the study of briquilimab in exchange for an option exercise fee of $1.0 million, payable over a two-year period (the “Option”). The Company exercised the Option on June 2, 2020. As a result, the Company has worldwide exclusive rights to develop and commercialize briquilimab. The Amgen License Agreement terminates on a country-by-country basis on the 10th anniversary of the date on which the exploitation of the licensed products is no longer covered by a valid claim under a licensed patent in such country. On a country-by-country basis, upon the expiration of the term in each country with respect to the licensed products, the licenses to the Company by Amgen become fully paid and non-exclusive. The Company and Amgen have the right to terminate the agreement for a material breach as specified in the agreement. *Stanford License Agreement* In March 2021, the Company entered into the Stanford License Agreement. In July 2023, the Company entered into an amendment to the Stanford License Agreement to modify certain milestones thereunder. The Company received a worldwide, exclusive license with a right to sublicense for briquilimab in the field of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated. Stanford transferred to the Company certain know-how and patents related to briquilimab (together, the “Licensed Technology”). Under the terms of this agreement, the Company will use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company will use commercially reasonable efforts to meet the milestones as specified in the agreement over the six years from execution of the Stanford License Agreement and must notify Stanford in writing as each milestone is met. The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022, which was recognized as research and development expense in the condensed statements of operations and comprehensive loss for the six months ended June 30, 2023 and 2022. The Stanford License Agreement expires on a country-by-country basis on the last-to-expire valid claim of a licensed patent in such country. The Company may terminate the agreement by giving Stanford written notice at least 12 months in advance of the effective date of termination. The Company may also terminate the agreement solely with respect to any particular patent application or patent by giving Stanford written notice at least 60 days in advance of the effective date of termination. Stanford may terminate the agreement after 90 days from a written notice by Stanford, specifying a problem, including a delinquency on any report required pursuant to agreement or any payment, missing a milestone or for a material breach, unless the Company remediates the problem in that 90-day period.

Significant Agreements

6 Months Ended

Jun. 30, 2023

Significant Agreements [Abstract]

SIGNIFICANT AGREEMENTS

NOTE 6. SIGNIFICANT AGREEMENTS

Amgen License Agreement

In November 2019, the Company entered into a worldwide exclusive license agreement with Amgen, Inc. (“Amgen”) for briquilimab (formerly known as AMG-191 and JSP191) that also includes translational science and materials from Stanford University (the “Amgen License Agreement”). The Company was assigned and accepted Amgen’s rights and obligations, effective November 21, 2019, for the Investigator Sponsored Research Agreement (the “ISRA”), entered into in June 2013, between Amgen and The Board of Trustees of the Leland Stanford Junior University (“Stanford”) and the Quality Agreement between Amgen and Stanford, effective as of October 7, 2015. Under the ISRA, the Company received an option to negotiate a definitive license with Stanford for rights to certain Stanford intellectual property related to the study of briquilimab in exchange for an option exercise fee of $1.0 million, payable over a two-year period (the “Option”). The Company exercised the Option on June 2, 2020. As a result, the Company has worldwide exclusive rights to develop and commercialize briquilimab.

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

Stanford License Agreement

In March 2021, the Company entered into the Stanford License Agreement. In July 2023, the Company entered into an amendment to the Stanford License Agreement to modify certain milestones thereunder. The Company received a worldwide, exclusive license with a right to sublicense for briquilimab in the field of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated. Stanford transferred to the Company certain know-how and patents related to briquilimab (together, the “Licensed Technology”). Under the terms of this agreement, the Company will use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company will use commercially reasonable efforts to meet the milestones as specified in the agreement over the six years from execution of the Stanford License Agreement and must notify Stanford in writing as each milestone is met.

The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022, which was recognized as research and development expense in the condensed statements of operations and comprehensive loss for the six months ended June 30, 2023 and 2022.

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

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs	$ 6,600
Issuance of common stock through ATM offering, net of commissions and offering costs	$ 100

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (16,080)	$ (10,404)	$ (30,340)	$ (12,611)
Denominator:
Weighted average common shares outstanding	110,341,633	37,886,129	99,775,393	37,877,390
Less: Weighted-average unvested restricted shares	(77,964)	(438,307)	(120,128)	(473,881)
Less: Shares subject to earnout	(1,050,000)	(1,050,000)	(1,050,000)	(1,050,000)
Weighted average shares used to compute basic net loss per share	109,213,669	36,397,822	98,605,265	36,353,509
Net loss per share attributable to common stockholders – basic (in Dollars per share)	$ (0.15)	$ (0.29)	$ (0.31)	$ (0.35)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- 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

Derivative Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Derivative Financial Instruments (Details) [Line Items]
Expire date			Sep. 24, 2026
Non voting common stock (in Shares)	911,022		911,022
Warrants outstanding (in Shares)	4,999,863		4,999,863
Fair value equity			$ 0.7
Recognized gain (loss)	$ 0.0	$ 0.8	$ 0.6	$ 6.9
Fair value of common stock					$ 0.2
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”).
Estimated fair value	0.4		$ 0.4		$ 0.1
Gain (loss)	0.4		0.3
Monte Carlo Simulation Model [Member]
Derivative Financial Instruments (Details) [Line Items]
Recognized gain (loss)	$ 0.4		$ 0.4
Gain (loss)		$ 0.6		$ 5.2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Financial assets
Money market funds	$ 114,812	$ 37,250
Total fair value of assets	114,812	37,250
Financial liabilities
Common stock warrant liability		150
Earnout liability	362	18
Total fair value of financial liabilities	362	168
Level 1 [Member]
Financial assets
Money market funds	114,812	37,250
Total fair value of assets	114,812	37,250
Financial liabilities
Common stock warrant liability		150
Earnout liability
Total fair value of financial liabilities		150
Level 2 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability
Total fair value of financial liabilities
Level 3 [Member]
Financial assets
Money market funds
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability	362	18
Total fair value of financial liabilities	$ 362	$ 18

Condensed Consolidated Balance Sheet Components (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Abstract]
Leasehold improvements	$ 2,477	$ 2,477
Lab equipment	1,743	1,706
Office furniture & fixtures	502	502
Computer equipment	145	145
Capitalized software	90	90
Property and equipment, gross	4,957	4,920
Less: accumulated depreciation and amortization	(1,901)	(1,352)
Property and equipment, net	$ 3,056	$ 3,568

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

Operating Leases

In August 2020, the Company leased 7,781 square feet and in January 2022, the Company leased an additional 5,611 square feet of laboratory and office space in Redwood City, California. The Company’s operating lease will expire in August 2026. In March 2022, the Company entered into an agreement for 5,144 square feet of temporary office space in Redwood City, California, for use while the extra space leased in January 2022 was under construction. The Company paid $26,000 monthly for the temporary office space rent through July 2022.

In conjunction with signing the lease, the Company secured a letter of credit in favor of the lessor in the amount of $0.4 million. The funds related to this letter of credit are presented as restricted cash on the Company’s condensed consolidated balance sheets. The lease agreement includes an escalation clause for increased base rent and a renewal provision allowing the Company to extend this lease for an additional 60 months at the prevailing rental rate, which the Company is not reasonably certain to exercise. In addition to base rent, the Company pays its share of operating expenses and taxes.

To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.5 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised. The Company recognized the full $1.9 million in leasehold improvements covered by these allowances during the 2021 and 2022 fiscal years. In accordance with the lease agreement, the lessor managed and supervised the construction of the improvements. In exchange for these services, the Company paid the lessor a fee equal to 5% of total construction costs. As of June 30, 2023 and December 31, 2022, the leasehold improvements constructed are presented under property and equipment on the Company’s condensed consolidated balance sheets and will be depreciated on a straight-line basis over the remaining lease term.

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

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

	Six Months Ended June 30,
	2023		2022
Lease cost
Operating lease cost	$	336	$	286
Short-term lease cost		1		123
Total lease cost	$	337	$	409

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

	Six Months Ended June 30,
	2023			2022

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	553		$	351
Weighted average remaining lease term (years)		3.11			4.12
Weighted average discount rate		8.00	%		8.00	%

The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of June 30, 2023 (in thousands):

Year ending December 31,	Amount
2023 (remainder of the year)	$	566
2024		1,153
2025		1,187
2026		740
Total undiscounted lease payments		3,646
Less imputed interest		(412	)
Total discounted lease payments		3,234
Less current portion of lease liability		(917	)
Noncurrent portion of lease liability	$	2,317

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 June 30, 2023, the Company has not yet exercised the Fanconi Anemia Option.

As consideration for the services performed by Stanford under this sponsored research agreement, the Company agreed to pay Stanford a total of $0.9 million over approximately 3 years upon the achievement of development and clinical milestones, including FDA filings and patients’ enrollment. The first milestone in the amount of $0.3 million was achieved in 2020. The second milestone in the amount of $0.3 million was achieved in February 2022 and recognized as a research and development expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The third milestone in the amount of $0.3 million was based on the progress of the clinical trials and was achieved in July 2023.

License Agreements

In March 2021, the Company entered into the Stanford License Agreement (Note 6), which was amended in July 2023, pursuant to which the Company is required to pay annual license maintenance fees, clinical development and commercial sales milestones and low single-digit royalties on net sales of licensed products. All products were in development as of June 30, 2023, and no royalties were due as of such date. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022 and recognized this as a research and development expense in the condensed statements of operations and comprehensive loss for each of the six months ended June 30, 2023 and 2022. No expenses were recognized for each of the three months ended June 30, 2023 and 2022.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the six months ended June 30, 2023 and the year ended December 31, 2022, and, to the best of its knowledge, no material legal proceedings are currently pending.

Guarantees and Indemnifications

In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of June 30, 2023 and December 31, 2022, the Company does not have any material indemnification claims that are probable or reasonably possible and consequently has not recorded related liabilities.

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	9,345,537	6,023,166	9,345,537	6,023,166
Common stock warrants	4,999,863	4,999,863	4,999,863	4,999,863
Unvested restricted common stock	58,829	400,036	58,829	400,036
Outstanding restricted stock units	1,179,771	5,000	1,179,771	5,000
Total	15,584,000	11,428,065	15,584,000	11,428,065

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of reconciliation of cash and restricted cash

	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	115,812	$	38,250
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	116,229	$	38,667

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 3. FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

●

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

●

Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

●

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. As of December 31, 2022, Level 1 securities consisted of highly liquid money market funds and common stock warrant liability. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy. As of June 30, 2023, Level 1 securities included money market funds. As a result of the warrant liability being reclassified to equity during the six months ended June 30, 2023, the common stock warrants are no longer securities that are measured at fair value at period end (see Note 7).

Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. The Company had no financial instruments classified at Level 2 as of June 30, 2023 and December 31, 2022.

Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. Level 3 liabilities that are measured at fair value on a recurring basis included the earnout liability, which was recognized in connection with the Business Combination in September 2021 (Note 7).

During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at estimated fair value using Level 3 inputs. There were no transfers within the hierarchy during the three and six months ended June 30, 2023 and 2022.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands):

	June 30, 2023
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	114,812	$	—	$	—	$	114,812
Total fair value of assets	$	114,812	$	—	$	—	$	114,812

Financial liabilities
Earnout liability	$	—	$	—	$	362	$	362
Total fair value of financial liabilities	$	—	$	—	$	362	$	362

	December 31, 2022
	Level 1		Level 2		Level 3		Total

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

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

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

	Earnout Liability

Fair Value as of January 1, 2023	$	18
Change in the fair value included in other expense		764
Fair Value as of March 31, 2023		782
Change in the fair value included in other income		(420	)
Fair Value as of June 30, 2023	$	362

Fair Value as of January 1, 2022	$	5,743
Change in the fair value included in other income		(4,593	)
Fair Value as of March 31, 2022		1,150
Change in the fair value included in other income		(625	)
Fair Value as of June 30, 2022	$	525

The estimated fair value of the earnout liability is determined using a Monte Carlo simulation model, which uses a distribution of potential outcomes on a monthly basis over the earnout period prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the Company’s current common stock price, expected volatility, risk-free rate and expected term. The estimates of fair value are uncertain and changes in any of the estimated inputs used as of the date of this report could have resulted in significant adjustments to the fair value.

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurement classified in Level 3 of the fair value hierarchy at June 30, 2023:

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	362	Monte Carlo Simulation	Common stock price	$	1.37
				Expected term (in years)		1.24
				Expected volatility		139.0	%
				Risk-free interest rate		5.14	%

	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	%

- 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

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-Based Compensation (Details) [Line Items]
Equity incentive plan, description			The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of June 30, 2023, 6,453,566 shares were reserved for issuance under the 2021 Plan, of which 855,464 shares were available for future grant and 5,598,102 shares were subject to outstanding options and restricted stock units (“RSUs”), including performance-based awards. As of June 30, 2023, 124,435 shares have been issued under the ESPP and 1,184,572 shares were reserved and available for future issuance.
Issuance of shares (in Shares)	65,001		65,001
Future grant (in Shares)	2,301,841		2,301,841
Outstanding stock option (in Shares)	3,198,159		3,198,159
Aggregate purchase shares (in Shares)	555,000		555,000
Fair market value of common stock percentage			85.00%
Fair market value percentage	100.00%		100.00%
Granted percentage			10.00%
Total intrinsic value	$ 0.4	$ 0.1	$ 0.4	$ 0.1
Fair value option vested amount			$ 2.1	$ 0.8
Weighted-average grant date fair value price (in Dollars per share)			$ 1.44	$ 1.91
Stock-based compensation for granted options			$ 10.5
Weighted-average period			3 years
Performance-based stock options			$ 0.1
Unamortized stock-based compensation for restricted stock	0.5		$ 0.5
Recognized weighted - average period			3 months 18 days
Compensation expense			$ 0.1
Accrued expenses and other current liabilities	0.1		0.1
Stock-based compensation expense		0.1	$ 0.1	$ 0.1
Stock Options [Member]
Stock-Based Compensation (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value	0.4
Total intrinsic value		$ 0.1		$ 0.1
Stock Option [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average period			4 months 24 days
Stock-based compensation expense	$ 0.1
2022 Inducement Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Issuance of shares (in Shares)	5,500,000		5,500,000
Fair market value percentage	110.00%		110.00%
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Fair value option vested amount			$ 1.0
Weighted-average grant date fair value price (in Dollars per share)
ESPP [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average period			4 months 24 days
Performance-based stock options			$ 0.1

Commitments and Contingencies (Details) - Schedule of operating lease liabilities showing the aggregate lease payments $ in Thousands	Jun. 30, 2023 USD ($)
Schedule of Operating Lease Liabilities Showing The Aggregate Lease Payments [Abstract]
2023 (remainder of the year)	$ 566
2024	1,153
2025	1,187
2026	740
Total undiscounted lease payments	3,646
Less imputed interest	(412)
Total discounted lease payments	3,234
Less current portion of lease liability	(917)
Noncurrent portion of lease liability	$ 2,317

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The accompanying condensed financial statements are consolidated and include the accounts of Jasper Therapeutics, Inc. and its wholly-owned subsidiary, Jasper Tx Corp. All intercompany transactions and balances have been eliminated upon consolidation.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 8, 2023. The information as of December 31, 2022, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial statements. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any other interim period or for any other future year.

Use of Estimates

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

Cash, Cash Equivalents, and Restricted Cash

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

	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	115,812	$	38,250
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	116,229	$	38,667

Cash and cash equivalents consist of a checking account and investments in money market funds with an original maturity of three months or less at the time of purchase. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 8). Cash balances are held at financial institutions and account balances may exceed federally insured limits. To date, the Company has not experienced any losses on its cash, cash equivalents and marketable securities’ balances and periodically evaluates the creditworthiness of its financial institutions.

On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 12, 2023 the FDIC transferred all deposits, both insured and uninsured, and substantially all assets from the former SVB to a newly created, full-service FDIC-operated “bridge bank”, Silicon Valley Bridge Bank, N.A. (“SVBB”) and the FDIC, Treasury Department, and Federal Reserve announced that all deposits will be fully protected, whether or not they had been insured by the FDIC. On March 27, 2023, First-Citizens Bank & Trust Company assumed all of SVBB’s customer deposits and certain other liabilities and acquired substantially all of SVBB’s loans and certain other assets from the FDIC. As of June 30, 2023, the Company had $1.0 million of cash and cash equivalents and $3.2 million of marketable securities at SVBB. As of the date of the issuance of these condensed consolidated financial statements, the Company has full access to and control over all its cash, cash equivalents and marketable securities.

Segment Reporting

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

New Accounting Pronouncements Not Yet Adopted

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a significant impact on the Company’s condensed 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 condensed consolidated financial statements.

Stock-Based Compensation (Details) - Schedule of RSUs activity - Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Schedule of RSUs Activity [Abstract]
Number of Shares, Unvested restricted stock units at beginning balance \| shares	2,617,445
Weighted Average Grant date Fair Value, Unvested restricted stock units at beginning balance \| $ / shares	$ 0.79
Number of Shares, Granted \| shares	50,000
Weighted Average Grant date Fair Value, Granted \| $ / shares	$ 1.5
Number of Shares, Vested \| shares	(1,309,356)
Weighted Average Grant date Fair Value, Vested \| $ / shares	$ 0.79
Number of Shares, Forfeited \| shares	(178,318)
Weighted Average Grant date Fair Value, Forfeited \| $ / shares	$ 0.79
Number of Shares, Unvested restricted stock at ending balance \| shares	1,179,771
Weighted Average Grant date Fair Value, Unvested restricted stock units at ending balance \| $ / shares	$ 0.82
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	1,179,771
Weighted Average Grant date Fair Value, Outstanding restricted stock units at ending balance \| $ / shares	$ 0.82

Organization and Description of Business (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization and Description of Business [Abstract]
Incurred net losses	$ 16,100	$ 10,400	$ 30,300	$ 12,600
Operating cash flows			23,600
Accumulated deficit	135,500		135,500		$ 105,100
Cash and cash equivalents	$ 115,812		$ 115,812		$ 38,250

- 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
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-11

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480767/946-205-45-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(16))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-19

Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 33: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4J
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J

Reference 34: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4K
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (30,340)	$ (12,611)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	549	434
Non-cash lease expense	201	151
Stock-based compensation expense	2,658	1,843
Change in fair value of common stock warrant liability	575	(6,895)
Change in fair value of earnout liability	344	(5,218)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	63	658
Other receivables	663
Other non-current assets	314	68
Accounts payable	(187)	(977)
Accrued expenses and other current liabilities	2,002	(911)
Operating lease liability	(417)	(222)
Other non-current liabilities	(32)	111
Net cash used in operating activities	(23,607)	(23,569)
Cash flows used in investing activities
Purchases of property and equipment	(37)	(272)
Net cash used in investing activities	(37)	(272)
Cash flows from financing activities
Proceeds from issuance of common stock through ATM and underwritten offerings, net	101,479
Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan	36
Taxes withheld and paid related to net share settlement of equity awards	(661)
Proceeds from exercise of common stock options	352	26
Net cash provided by financing activities	101,206	26
Net increase (decrease) in cash, cash equivalents and restricted cash	77,562	(23,815)
Cash, cash equivalents and restricted cash at beginning of the period	38,667	85,046
Cash, cash equivalents and restricted cash at end of the period	116,229	61,231
Supplemental and non-cash items reconciliations:
Reclassification of common stock warrant liability to equity	725
Unpaid offerings issuance costs included in accrued expenses and other current liabilities	40
Vesting of founders’ restricted stock	7	5
Right-of-use asset obtained in exchange for lease liabilities		1,074
Accounts payable and accrued expenses for purchases of property and equipment		211
Non-cash leasehold improvements		$ 281

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 4	$ 136,964	$ (67,450)	$ 69,518
Balance (in Shares) at Dec. 31, 2021	37,855,114
Issuance of common stock upon exercise of stock options		13		13
Issuance of common stock upon exercise of stock options (in Shares)	19,073
Issuance of common stock upon exercise of common stock warrants
Issuance of common stock upon exercise of common stock warrants (in Shares)	20
Vesting of founders’ restricted stock		3		3
Stock-based compensation expense		778		778
Net loss			(2,207)	(2,207)
Balance at Mar. 31, 2022	$ 4	137,758	(69,657)	68,105
Balance (in Shares) at Mar. 31, 2022	37,874,207
Balance at Dec. 31, 2021	$ 4	136,964	(67,450)	69,518
Balance (in Shares) at Dec. 31, 2021	37,855,114
Net loss				(12,611)
Balance at Jun. 30, 2022	$ 4	138,838	(80,061)	58,781
Balance (in Shares) at Jun. 30, 2022	37,981,317
Balance at Mar. 31, 2022	$ 4	137,758	(69,657)	68,105
Balance (in Shares) at Mar. 31, 2022	37,874,207
Issuance of common stock upon exercise of stock options		13		13
Issuance of common stock upon exercise of stock options (in Shares)	17,138
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	89,972
Vesting of founders’ restricted stock		2		2
Stock-based compensation expense		1,065		1,065
Net loss			(10,404)	(10,404)
Balance at Jun. 30, 2022	$ 4	138,838	(80,061)	58,781
Balance (in Shares) at Jun. 30, 2022	37,981,317
Balance at Dec. 31, 2022	$ 4	141,120	(105,135)	35,989
Balance (in Shares) at Dec. 31, 2022	38,045,677
Issuance of common stock upon exercise of stock options		32		32
Issuance of common stock upon exercise of stock options (in Shares)	44,413
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $6.6 million	$ 7	96,923		96,930
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $6.6 million (in Shares)	69,000,000
Issuance of common stock through ATM offering, net of commissions and offering costs of $0.1 million		4,509		4,509
Issuance of common stock through ATM offering, net of commissions and offering costs of $0.1 million (in Shares)	2,337,496
Reclassification of common stock warrants from liability to equity (Note 7)		725		725
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	625
Vesting of founders’ restricted stock		6		6
Stock-based compensation expense		1,267		1,267
Net loss			(14,260)	(14,260)
Balance at Mar. 31, 2023	$ 11	244,582	(119,395)	125,198
Balance (in Shares) at Mar. 31, 2023	109,428,211
Balance at Dec. 31, 2022	$ 4	141,120	(105,135)	35,989
Balance (in Shares) at Dec. 31, 2022	38,045,677
Net loss				(30,340)
Balance at Jun. 30, 2023	$ 11	245,669	(135,475)	110,205
Balance (in Shares) at Jun. 30, 2023	110,800,413
Balance at Mar. 31, 2023	$ 11	244,582	(119,395)	125,198
Balance (in Shares) at Mar. 31, 2023	109,428,211
Issuance of common stock upon exercise of stock options		320		320
Issuance of common stock upon exercise of stock options (in Shares)	451,403
Issuance of common stock pursuant to Employee Stock Purchase Plan		36		36
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	65,001
Shares withheld for taxes		(661)		(661)
Shares withheld for taxes (in Shares)	(452,933)
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	1,308,731
Vesting of founders’ restricted stock		1		1
Stock-based compensation expense		1,391		1,391
Net loss			(16,080)	(16,080)
Balance at Jun. 30, 2023	$ 11	$ 245,669	$ (135,475)	$ 110,205
Balance (in Shares) at Jun. 30, 2023	110,800,413

Stock-Based Compensation (Details) - Schedule of the performance-based stock options activity $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Schedule of the Performance-Based Stock Options Activity [Abstract]
Options Outstanding, Beginning balance \| shares	463,959
Weighted Average Exercise Price, Beginning balance \| $ / shares	$ 1.42
Weighted-Average Remaining Contractual Life (Years), Beginning balance	8 years 21 days
Aggregate Intrinsic Value, Beginning balance \| $
Options Outstanding, Ending Balance \| shares	497,309
Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 1.45
Weighted-Average Remaining Contractual Life (Years), Ending Balance	7 years 8 months 12 days
Aggregate Intrinsic Value, Ending Balance \| $	$ 202
Options Outstanding, Options granted \| shares	50,000
Weighted Average Exercise Price, Options granted \| $ / shares	$ 1.92
Options Outstanding, Options cancelled/forfeited \| shares	(16,650)
Weighted Average Exercise Price, Options cancelled/forfeited \| $ / shares	$ 1.92
Options Outstanding, Vested and expected to vest \| shares	497,309
Weighted Average Exercise Price, Vested and expected to vest \| $ / shares	$ 1.45
Weighted-Average Remaining Contractual Life (Years), Vested and expected to vest	7 years 8 months 12 days
Aggregate Intrinsic Value, Vested and expected to vest \| $	$ 202
Options Outstanding, Exercisable \| shares	313,959
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 0.78
Weighted-Average Remaining Contractual Life (Years),Exercisable	6 years 11 months 15 days
Aggregate Intrinsic Value, Exercisable \| $	$ 202

Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

NOTE 10. STOCK-BASED COMPENSATION

On September 23, 2021, the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”) became effective. The 2021 Plan and ESPP provide for annual automatic increases in the number of shares reserved under each plan on January 1 of each year, beginning on January 1, 2022 and through January 1, 2031. The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of June 30, 2023, 6,453,566 shares were reserved for issuance under the 2021 Plan, of which 855,464 shares were available for future grant and 5,598,102 shares were subject to outstanding options and restricted stock units (“RSUs”), including performance-based awards. As of June 30, 2023, 124,435 shares have been issued under the ESPP and 1,184,572 shares were reserved and available for future issuance.

On March 14, 2022, the Compensation Committee of the Board adopted the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”) under which the Company may grant equity awards to new employees. The only persons eligible to receive grants under the 2022 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. As of June 30, 2023, 5,500,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 2,301,841 shares were available for future grant and 3,198,159 shares were subject to outstanding stock options. Subsequent to June 30, 2023, pursuant to the 2022 Inducement Plan, the Company awarded options to purchase an aggregate of 555,000 shares to new employees as inducements material to entering into employment with the Company.

Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and other awards to employees, directors and consultants. Under the 2022 Inducement Plan, the Company can grant nonstatutory stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards and other awards, but only to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. Under the ESPP, the Company can grant purchase rights to employees to purchase shares of common stock at a purchase price which is equal to 85% of the fair market value of common stock on the offering date or on the exercise date, whichever is lower.

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

Stock Option Activity

The following table summarizes the stock option activity, including performance-based stock options, under the 2021 Plan, the 2022 Inducement Plan and the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) for the six months ended June 30, 2023:

	Options Outstanding					Weighted -
	Number of Shares			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, January 1, 2023		6,169,180		$	2.25		7.80	$	—
Options granted		4,375,696		$	1.76
Options exercised		(495,816	)	$	0.71
Options cancelled/forfeited		(703,523	)	$	1.65
Balance, June 30, 2023		9,345,537		$	2.15		8.75	$	1,132
Vested and expected to vest, June 30, 2023		9,345,537		$	2.15		8.75	$	1,132
Exercisable, June 30, 2023		2,786,521		$	1.95		7.50	$	1,007

The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during each of the three and six months ended June 30, 2023 was $0.4 million and during the three and six months ended June 30, 2022 was less than $0.1 million and $0.1 million, respectively.

The total fair value of options that vested during the six months ended June 30, 2023 and 2022 was $2.1 million and $0.8 million, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2023 and 2022 was $1.44 and $1.91 per share, respectively.

Unamortized stock-based compensation for granted options as of June 30, 2023 was $10.5 million, which is expected to be recognized over a weighted-average period of 3.0 years, including $0.1 million related to performance-based stock options, which is expected to be recognized over a weighted-average period of 0.4 years.

Performance-based stock options

The following table summarizes the performance-based stock options activity under the 2021 Plan and the 2019 Plan, which are included in the stock option activity table above, for the six months ended June 30, 2023:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, January 1, 2023		463,959		$	1.42		8.06	$	—
Options granted		50,000		$	1.92
Options cancelled/forfeited		(16,650	)	$	1.92
Balance, June 30, 2023		497,309		$	1.45		7.70	$	202
Vested and expected to vest, June 30, 2023		497,309		$	1.45		7.70	$	202
Exercisable, June 30, 2023		313,959		$	0.78		6.96	$	202

Restricted Stock Units (“RSUs”)

The following table provides a summary of RSUs activity under the 2021 Plan during the six months ended June 30, 2023:

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock units at January 1, 2023		2,617,445		$	0.79
Granted		50,000		$	1.50
Vested		(1,309,356	)	$	0.79
Forfeited		(178,318	)	$	0.79
Unvested restricted stock units at June 30, 2023		1,179,771		$	0.82
Vested and unreleased		—		$	—
Outstanding restricted stock units at June 30, 2023		1,179,771		$	0.82

The total fair value of RSUs that vested during the six months ended June 30, 2023 was $1.0 million. Unamortized stock-based compensation for restricted stock units as of June 30, 2023 was $0.5 million, which is expected to be recognized over a weighted-average period of 0.3 years.

Employee Stock Purchase Plan

The Company issued 65,001 shares of common stock under the ESPP and recognized less than $0.1 million compensation expense related to the ESPP during each of the three and six months ended June 30, 2023. Unamortized stock-based compensation for shares issuable under the ESPP as of June 30, 2023 was $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 June 30, 2023.

Stock-Based Compensation Expense

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
General and administrative	$	900	$	480	$	1,699	$	1,036
Research and development		491		585		959		807
Total	$	1,391	$	1,065	$	2,658	$	1,843

The Company recognized stock-based compensation expense related to performance-based options and RSUs of $0.1 million during each of the three and six months ended June 30, 2023 and less than $0.1 million during each of the three and six months ended June 30, 2022.

Valuation of Stock Options

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Expected term (in years)	5.44-6.08	2.68-6.07	5.25-6.08	1.00-6.08
Expected volatility	103.31%-108.98%	83.30%-85.19%	103.31%-108.98%	63.41%-88.27%
Risk-free interest rate	3.49% - 4.05%	2.72% - 2.84%	3.45% - 4.25%	1.40% – 2.84%
Expected dividend yield	—	—	—	—

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:

	Three and Six Months Ended June 30,
	2023			2022
Expected term (in years)		0.50			0.50
Expected volatility		266.24	%		75.60	%
Risk-free interest rate		5.39	%		1.81	%
Expected dividend yield		—			—

Stock-Based Compensation (Details) - Schedule of fair value of stock options was estimated using a black-scholes option-pricing model	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Valuation of Stock Options [Member] \| Valuation of Stock Options [Member]
Schedule of Fair Value of Stock Options was Estimated Using a Black-Scholes Option-Pricing Model [Abstract]
Expected dividend yield
Valuation of Stock Options [Member] \| Valuation of Stock Options [Member] \| Minimum [Member]
Schedule of Fair Value of Stock Options was Estimated Using a Black-Scholes Option-Pricing Model [Abstract]
Expected term (in years)	5 years 5 months 8 days	2 years 8 months 4 days	5 years 3 months	1 year
Expected volatility	103.31%	83.30%	103.31%	63.41%
Risk-free interest rate	3.49%	2.72%	3.45%	1.40%
Valuation of Stock Options [Member] \| Valuation of Stock Options [Member] \| Maximum [Member]
Schedule of Fair Value of Stock Options was Estimated Using a Black-Scholes Option-Pricing Model [Abstract]
Expected term (in years)	6 years 29 days	6 years 25 days	6 years 29 days	6 years 29 days
Expected volatility	108.98%	85.19%	108.98%	88.27%
Risk-free interest rate	4.05%	2.84%	4.25%	2.84%
Valuation of ESPP Awards [Member] \| Valuation of ESPP Awards [Member]
Schedule of Fair Value of Stock Options was Estimated Using a Black-Scholes Option-Pricing Model [Abstract]
Expected term (in years)			6 months	6 months
Expected volatility			266.24%	75.60%
Risk-free interest rate			5.39%	1.81%
Expected dividend yield

Related Parties (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Related Parties (Details) - USD ($) $ in Millions	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Parties [Abstract]
Consulting service amount	$ 0.1	$ 0.1	$ 0.1	$ 0.3

Cirm Grant (Details) - USD ($)	1 Months Ended	6 Months Ended
Cirm Grant (Details) - USD ($)	Nov. 30, 2020	Jun. 30, 2023
Cirm Grant Disclosure [Abstract]
Research project related cost	$ 2,300,000	$ 300,000
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		$ 2,300,000
Cash		700,000
Other receivables milestone		$ 50,000

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

Rate of interest on investment.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480493/946-210-55-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 4)(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6

+ Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

Schedule of financial assets and liabilities

	June 30, 2023
	Level 1		Level 2		Level 3		Total

Financial assets
Money market funds	$	114,812	$	—	$	—	$	114,812
Total fair value of assets	$	114,812	$	—	$	—	$	114,812

Financial liabilities
Earnout liability	$	—	$	—	$	362	$	362
Total fair value of financial liabilities	$	—	$	—	$	362	$	362

	December 31, 2022
	Level 1		Level 2		Level 3		Total

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

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

Schedule of changes in the fair value of the company’s Level 3 financial liabilities

	Earnout Liability

Fair Value as of January 1, 2023	$	18
Change in the fair value included in other expense		764
Fair Value as of March 31, 2023		782
Change in the fair value included in other income		(420	)
Fair Value as of June 30, 2023	$	362

Fair Value as of January 1, 2022	$	5,743
Change in the fair value included in other income		(4,593	)
Fair Value as of March 31, 2022		1,150
Change in the fair value included in other income		(625	)
Fair Value as of June 30, 2022	$	525

Schedule of fair value measurements

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	362	Monte Carlo Simulation	Common stock price	$	1.37
				Expected term (in years)		1.24
				Expected volatility		139.0	%
				Risk-free interest rate		5.14	%

	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	%

Condensed Consolidated Balance Sheet Components

6 Months Ended

Jun. 30, 2023

Condensed Consolidated Balance Sheet Components [Abstract]

CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS

NOTE 4. CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets

The following table summarizes the details of prepaid expenses and other current assets as of the dates set forth below (in thousands):

	June 30,		December 31,
	2023		2022
Research and development prepaid expenses	$	1,168	$	842
Prepaid insurance		604		1,362
Payroll tax credit receivable		277		250
Other receivables		53		118
Other prepaid expenses and current assets		653		246
Total	$	2,755	$	2,818

Property and equipment, net

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

	June 30,			December 31,
	2023			2022
Leasehold improvements	$	2,477		$	2,477
Lab equipment		1,743			1,706
Office furniture & fixtures		502			502
Computer equipment		145			145
Capitalized software		90			90
Property and equipment, gross		4,957			4,920
Less: accumulated depreciation and amortization		(1,901	)		(1,352	)
Property and equipment, net	$	3,056		$	3,568

Depreciation and amortization expense was $0.3 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $0.5 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively.

Accrued expenses and other current liabilities

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

	June 30,		December 31,
	2023		2022
Research and development accrued expenses	$	5,157	$	2,651
Accrued employee and related compensation expenses		928		1,587
Other		389		194
Total	$	6,474	$	4,432

Other non-current liabilities

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

	June 30,		December 31,
	2023		2022
CIRM grant liability	$	2,264	$	2,264
Restricted stock liability		2		9
Other non-current liabilities		48		80
Total	$	2,314	$	2,353

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses
Research and development	$ 13,297	$ 8,135	$ 23,102	$ 16,323
General and administrative	4,530	3,828	8,672	8,418
Total operating expenses	17,827	11,963	31,774	24,741
Loss from operations	(17,827)	(11,963)	(31,774)	(24,741)
Interest income	1,436	92	2,532	94
Change in fair value of earnout liability	420	625	(344)	5,218
Change in fair value of common stock warrant liability		845	(575)	6,895
Other expense, net	(109)	(3)	(179)	(77)
Total other income, net	1,747	1,559	1,434	12,130
Net loss and comprehensive loss	$ (16,080)	$ (10,404)	$ (30,340)	$ (12,611)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (0.15)	$ (0.29)	$ (0.31)	$ (0.35)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares)	109,213,669	36,397,822	98,605,265	36,353,509

Significant Agreements (Details)	6 Months Ended
Significant Agreements (Details)	Jun. 30, 2023 USD ($)
Significant Agreements (Details) [Line Items]
Sales milestone payments	$ 9,000,000
License maintenance fee	25,000
First and Second Year [Member]
Significant Agreements (Details) [Line Items]
Commercial sale	25,000
Third and Fourth Year [Member]
Significant Agreements (Details) [Line Items]
Commercial sale	35,000
Anniversary Ending [Member]
Significant Agreements (Details) [Line Items]
Commercial sale	50,000
ISRA [Member]
Significant Agreements (Details) [Line Items]
Option exercise fee	$ 1,000,000

Condensed Consolidated Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2023

Condensed Consolidated Balance Sheet Components [Abstract]

Schedule of prepaid expenses and other current assets

	June 30,		December 31,
	2023		2022
Research and development prepaid expenses	$	1,168	$	842
Prepaid insurance		604		1,362
Payroll tax credit receivable		277		250
Other receivables		53		118
Other prepaid expenses and current assets		653		246
Total	$	2,755	$	2,818

Schedule of property and equipment

	June 30,			December 31,
	2023			2022
Leasehold improvements	$	2,477		$	2,477
Lab equipment		1,743			1,706
Office furniture & fixtures		502			502
Computer equipment		145			145
Capitalized software		90			90
Property and equipment, gross		4,957			4,920
Less: accumulated depreciation and amortization		(1,901	)		(1,352	)
Property and equipment, net	$	3,056		$	3,568

Schedule of accrued expenses and other current liabilities

	June 30,		December 31,
	2023		2022
Research and development accrued expenses	$	5,157	$	2,651
Accrued employee and related compensation expenses		928		1,587
Other		389		194
Total	$	6,474	$	4,432

Schedule of other non-current liabilities

	June 30,		December 31,
	2023		2022
CIRM grant liability	$	2,264	$	2,264
Restricted stock liability		2		9
Other non-current liabilities		48		80
Total	$	2,314	$	2,353

Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions			6 Months Ended
	May 05, 2023	Jan. 31, 2023	Jun. 30, 2023
Common Stock [Abstract]
Shares of non-voting common stock (in Shares)			911,022
Common stock, shares issued (in Shares)			110,800,413
Sale of stock			$ 150.0
Common stock value			250.0
Price per share (in Dollars per share)		$ 69,000,000
Share issued (in Shares)		9,000,000
Underwriting agreement price (in Dollars per share)		$ 9,000,000
Total net proceeds		$ 4.5
Aggregate offering price	$ 75.0		15.5
Issued of aggregate of shares (in Shares)		2,337,496
Available offering amount			175.0
Offering cost			$ 75.0
IPO [Member]
Common Stock [Abstract]
Total net proceeds		$ 96.9
Common Stock [Member]
Common Stock [Abstract]
Shares of voting common stock (in Shares)			490,000,000
Shares of non-voting common stock (in Shares)			2,000,000
Preferred Stock [Member]
Common Stock [Abstract]
Shares of undesignated preferred stock (in Shares)			10,000,000

Condensed Consolidated Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Research and development accrued expenses	$ 5,157	$ 2,651
Accrued employee and related compensation expenses	928	1,587
Other	389	194
Total	$ 6,474	$ 4,432

Condensed Consolidated Balance Sheet Components (Details) - Schedule of other non-current liabilities - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Other Non Current Liabilities [Abstract]
CIRM grant liability	$ 2,264	$ 2,264
Restricted stock liability	2	9
Other non-current liabilities	48	80
Total	$ 2,314	$ 2,353

Summary of Significant Accounting Policies (Details) $ in Millions	Jun. 30, 2023 USD ($)
Summary of Significant Accounting Policies [Abstract]
Cash and cash equivalents	$ 1.0
Marketable securities	$ 3.2

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Stock-Based Compensation [Abstract]

Schedule of stock option activity

	Options Outstanding					Weighted -
	Number of Shares			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, January 1, 2023		6,169,180		$	2.25		7.80	$	—
Options granted		4,375,696		$	1.76
Options exercised		(495,816	)	$	0.71
Options cancelled/forfeited		(703,523	)	$	1.65
Balance, June 30, 2023		9,345,537		$	2.15		8.75	$	1,132
Vested and expected to vest, June 30, 2023		9,345,537		$	2.15		8.75	$	1,132
Exercisable, June 30, 2023		2,786,521		$	1.95		7.50	$	1,007

Schedule of the performance-based stock options activity

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, January 1, 2023		463,959		$	1.42		8.06	$	—
Options granted		50,000		$	1.92
Options cancelled/forfeited		(16,650	)	$	1.92
Balance, June 30, 2023		497,309		$	1.45		7.70	$	202
Vested and expected to vest, June 30, 2023		497,309		$	1.45		7.70	$	202
Exercisable, June 30, 2023		313,959		$	0.78		6.96	$	202

Schedule of RSUs activity

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock units at January 1, 2023		2,617,445		$	0.79
Granted		50,000		$	1.50
Vested		(1,309,356	)	$	0.79
Forfeited		(178,318	)	$	0.79
Unvested restricted stock units at June 30, 2023		1,179,771		$	0.82
Vested and unreleased		—		$	—
Outstanding restricted stock units at June 30, 2023		1,179,771		$	0.82

Schedule of stock-based compensation expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
General and administrative	$	900	$	480	$	1,699	$	1,036
Research and development		491		585		959		807
Total	$	1,391	$	1,065	$	2,658	$	1,843

Schedule of fair value of stock options was estimated using a black-scholes option-pricing model

	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Expected term (in years)	5.44-6.08	2.68-6.07	5.25-6.08	1.00-6.08
Expected volatility	103.31%-108.98%	83.30%-85.19%	103.31%-108.98%	63.41%-88.27%
Risk-free interest rate	3.49% - 4.05%	2.72% - 2.84%	3.45% - 4.25%	1.40% – 2.84%
Expected dividend yield	—	—	—	—

	Three and Six Months Ended June 30,
	2023			2022
Expected term (in years)		0.50			0.50
Expected volatility		266.24	%		75.60	%
Risk-free interest rate		5.39	%		1.81	%
Expected dividend yield		—			—

Fair Value Measurements (Details) - Schedule of fair value measurements - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Schedule of Fair Value Measurements [Abstract]
Fair value (in Dollars)	$ 362	$ 18
Valuation methodology	Monte Carlo Simulation	Monte Carlo Simulation
Common stock price (in Dollars per share)	$ 1.37	$ 0.48
Expected term (in years)	1 year 2 months 26 days	1 year 8 months 23 days
Expected volatility	139.00%	105.00%
Risk-free interest rate	5.14%	4.40%

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 115,812	$ 38,250
Other receivables		663
Prepaid expenses and other current assets	2,755	2,818
Total current assets	118,567	41,731
Property and equipment, net	3,056	3,568
Operating lease right-of-use assets	1,685	1,886
Restricted cash	417	417
Other non-current assets	445	759
Total assets	124,170	48,361
Current liabilities:
Accounts payable	1,581	1,768
Current portion of operating lease liabilities	917	865
Accrued expenses and other current liabilities	6,474	4,432
Total current liabilities	8,972	7,065
Non-current portion of operating lease liabilities	2,317	2,786
Common stock warrant liability		150
Earnout liability	362	18
Other non-current liabilities	2,314	2,353
Total liabilities	13,965	12,372
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at June 30, 2023 and December 31, 2022; none issued and outstanding at June 30, 2023 and December 31, 2022
Common stock: $0.0001 par value — 492,000,000 shares authorized at June 30, 2023 and December 31, 2022; 110,800,413 and 38,045,677 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	11	4
Additional paid-in capital	245,669	141,120
Accumulated deficit	(135,475)	(105,135)
Total stockholders’ equity	110,205	35,989
Total liabilities and stockholders’ equity	$ 124,170	$ 48,361

Cirm Grant

6 Months Ended

Jun. 30, 2023

Cirm Grant [Abstract]

CIRM GRANT

NOTE 5. CIRM GRANT

In November 2020, California Institute for Regenerative Medicine (“CIRM”) awarded the Company $2.3 million in support of the research project related to a monoclonal antibody that depletes blood stem cells and enables chemotherapy-free transplants. The award was payable to the Company upon achievement of milestones over the next three years that were primarily based on patients’ enrollment to the Company’s clinical trials. CIRM may permanently cease disbursements if milestones are not met within four months of the scheduled completion date. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include but are not limited to salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net sales of CIRM-funded product candidates or CIRM-funded technology per $1.0 million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus 25% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. In the absence of explicit US GAAP guidance on contributions received by business entities from government entities, the Company has applied to the CIRM grant the recognition and measurement guidance in Accounting Standards Codification Topic 958-605 by analogy. The Company has received an aggregate of $2.3 million from CIRM through June 30, 2023, of which $0.7 million was received during the six months ended June 30, 2023. As of June 30, 2023, $50,000 is available for future distribution to the Company under the grant upon the achievement of a future milestone.

Stock-Based Compensation (Details) - Schedule of stock option activity - Options Outstanding [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023
Schedule of Stock Option Activity [Abstract]
Number of Shares, Balance Beginning	6,169,180
Weighted Average Exercise Price, Balance Beginning	$ 2.25
Weighted - Average Remaining Contractual Life (Years), Balance Beginning	7 years 9 months 18 days
Aggregate Intrinsic Value, Balance Beginning
Number of Shares, Vested and expected to vest	9,345,537
Weighted Average Exercise Price, Vested and expected to vest	$ 2.15
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest	8 years 9 months
Aggregate Intrinsic Value, Vested and expected to vest	$ 1,132
Number of Shares, Exercisable	2,786,521
Weighted Average Exercise Price, Exercisable	$ 1.95
Weighted - Average Remaining Contractual Life (Years), Exercisable	7 years 6 months
Aggregate Intrinsic Value, Exercisable	$ 1,007
Number of Shares, Options granted	4,375,696
Weighted Average Exercise Price, Options granted	$ 1.76
Number of Shares, Options exercised	(495,816)
Weighted Average Exercise Price, Options exercised	$ 0.71
Number of Shares, Options cancelled/forfeited	(703,523)
Weighted Average Exercise Price, Options cancelled/forfeited	$ 1.65
Number of Shares, Balance Ending	9,345,537
Weighted Average Exercise Price, Balance Ending	$ 2.15
Weighted - Average Remaining Contractual Life (Years), Balance Ending	8 years 9 months
Aggregate Intrinsic Value, Balance Ending	$ 1,132

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of basic and diluted net loss per share attributable to common stockholders [Abstract]
Weighted average shares used to compute diluted net loss per share	109,213,669	36,397,822	98,605,265	36,353,509
Net loss per share attributable to common stockholders – diluted	$ (0.15)	$ (0.29)	$ (0.31)	$ (0.35)

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Related Parties

6 Months Ended

Jun. 30, 2023

Related Parties [Abstract]

RELATED PARTIES

NOTE 12. RELATED PARTIES

The Company entered into consulting agreements with two founders, one of whom is also a member of the Board, and each of whom also received founders’ common stock shares for services and assigned patents. The Company recorded $0.1 million for the founders’ advisory and consulting services performed for each of the three months ended June 30, 2023 and 2022. The Company recorded $0.1 million and $0.3 million for the founders’ advisory and consulting services performed for the six months ended June 30, 2023 and 2022, respectively. These expenses were recorded as research and development expenses in the condensed consolidated statements of operations and comprehensive loss. Also, the Company’s licensed technology from Stanford (see Note 6) was created in the Stanford laboratory of Professor Judith Shizuru, one of the Company’s founders and a member of the Board.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Commitments and Contingencies (Details) - Schedule of operating leases - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Schedule of Operating Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 553	$ 351
Weighted average remaining lease term (years)	3 years 1 month 9 days	4 years 1 month 13 days
Weighted average discount rate	8.00%	8.00%

Net Loss Per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2023

Net Loss Per Share Attributable to Common Stockholders [Abstract]

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss attributable to common stockholders	$	(16,080	)	$	(10,404	)	$	(30,340	)	$	(12,611	)
Denominator:
Weighted average common shares outstanding		110,341,633			37,886,129			99,775,393			37,877,390
Less: Weighted-average unvested restricted shares		(77,964	)		(438,307	)		(120,128	)		(473,881	)
Less: Shares subject to earnout		(1,050,000	)		(1,050,000	)		(1,050,000	)		(1,050,000	)
Weighted average shares used to compute basic and diluted net loss per share		109,213,669			36,397,822			98,605,265			36,353,509

Net loss per share attributable to common stockholders – basic and diluted	$	(0.15	)	$	(0.29	)	$	(0.31	)	$	(0.35	)

Schedule of diluted net loss per share attributable to common stockholders

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Outstanding and issued common stock options		9,345,537		6,023,166		9,345,537		6,023,166
Common stock warrants		4,999,863		4,999,863		4,999,863		4,999,863
Unvested restricted common stock		58,829		400,036		58,829		400,036
Outstanding restricted stock units		1,179,771		5,000		1,179,771		5,000
Total		15,584,000		11,428,065		15,584,000		11,428,065

Commitments and Contingencies (Details)	1 Months Ended					6 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($) ft²	Jan. 31, 2022 ft²	Nov. 30, 2020 USD ($)	Aug. 31, 2020 ft²	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Commitments and Contingencies [Abstract]
Rentable square feet (in Square Feet) \| ft²			5,611		7,781
Agreement for square feet (in Square Feet) \| ft²		5,144
Temporary office space rent						$ 26,000
Lessor amount						400,000
Tenant improvements allowance						1,500,000
Additional allowance						$ 400,000
Interest rate percentage						9.00%
Leasehold improvements							$ 1,900,000	$ 1,900,000
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				$ 2,300,000		300,000
Amount paid						$ 300,000
License maintenance fee	$ 25,000	$ 25,000

Derivative Financial Instruments

6 Months Ended

Jun. 30, 2023

Derivative Financial Instruments [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS

Common Stock Warrants

The warrants to purchase shares of the Company’s common stock (the “Common Stock Warrants”) assumed in the Business Combination are traded on the Nasdaq Capital Market and may only be exercised for a whole number of shares. The Common Stock Warrants became exercisable on October 24, 2021 and will expire on September 24, 2026, unless early redeemed or if the Company extends the exercise period.

As long as the Company continued to have shares of non-voting common stock outstanding, the Common Stock Warrants did not meet the equity classification guidance and were accounted for as liabilities at fair value. In January, 2023, a holder converted all its 911,022 outstanding shares of non-voting common stock into shares of voting common stock and thereafter the Company no longer had any outstanding shares of non-voting common stock. As of June 30, 2023, the outstanding Common Stock Warrants for 4,999,863 shares of common stock met equity classification criteria and were reclassified to equity at the fair value of $0.7 million at the conversion date.

The Company recognized a loss of zero and $0.6 million for the three and six months ended June 30, 2023, respectively, and a gain of $0.8 million and $6.9 million for the three and six months ended June 30, 2022, respectively, classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations and comprehensive loss. The Common Stock Warrants’ fair value was $0.2 million as of December 31, 2022.

Contingent Earnout Liability

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

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

The estimated fair value of the earnout liability was $0.4 million and less than $0.1 million as of June 30, 2023 and December 31, 2022, respectively, based on a Monte Carlo simulation model. Assumptions used in the valuations are described in Note 3. No triggering event occurred as of June 30, 2023. The Company recognized a gain of $0.4 million and a loss of $0.3 million for the three and six months ended June 30, 2023, respectively, and a gain of $0.6 million and $5.2 million for the three and six months ended June 30, 2022, respectively, classified within change in fair value of earnout liability in the condensed consolidated statements of operations and comprehensive loss.

Commitments and Contingencies (Details) - Schedule of components of lease costs - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Lease cost
Operating lease cost	$ 336	$ 286
Short-term lease cost	1	123
Total lease cost	$ 337	$ 409

Condensed Consolidated Balance Sheet Components (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of prepaid expenses and other current assets [Abstract]
Research and development prepaid expenses	$ 1,168	$ 842
Prepaid insurance	604	1,362
Payroll tax credit receivable	277	250
Other receivables	53	118
Other prepaid expenses and current assets	653	246
Total	$ 2,755	$ 2,818

Organization and Description of Business

6 Months Ended

Jun. 30, 2023

Organization and Description of Business [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

Jasper Therapeutics, Inc. and its consolidated subsidiary (collectively, “Jasper” or the “Company”), is a clinical-stage biotechnology company dedicated to enabling cures through therapeutics targeting mast and hematopoietic stem cells. The Company is focused on the development and commercialization of safer and more effective therapeutic agents for diseases such as Chronic Spontaneous Urticaria, Lower to Intermediate Risk Myelodysplastic Syndrome and novel conditioning regimens for stem cell transplantation and ex-vivo gene therapy, a technique in which genetic manipulation of cells is performed outside of the body prior to transplantation. The Company is headquartered in Redwood City, California.

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

Liquidity and Going Concern

The Company has incurred significant losses and negative cash flows from operations since its inception. During the three and six months ended June 30, 2023, the Company incurred net losses of $16.1 million and $30.3 million, respectively. During the three and six months ended June 30, 2022, the Company incurred net losses of $10.4 million and $12.6 million, respectively. During each of the six months ended June 30, 2023 and 2022, the Company had negative operating cash flows of $23.6 million. As of June 30, 2023 and December 31, 2022, the Company had an accumulated deficit of $135.5 million and $105.1 million, respectively. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure.

As of June 30, 2023, the Company had cash and cash equivalents of $115.8 million. The Company’s management expects that the existing cash and cash equivalents will be sufficient to fund the Company’s operating plans for at least twelve months from the issuance date of these condensed consolidated financial statements. The Company will need to raise additional financing to continue its products’ development for the foreseeable future, and expects to continue doing so until it becomes profitable. The Company’s management plans to monitor expenses and raise additional capital through a combination of public and private equity, debt financings, strategic alliances, and licensing arrangements. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company may be required to significantly curtail, delay or discontinue one or more of its research or development programs or the commercialization of any product candidate, or be unable to expand its operations or otherwise capitalize on the Company’s business opportunities, as desired, which could materially harm the Company’s business, financial condition and results of operations.

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant 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

	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	115,812	$	38,250
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	116,229	$	38,667

Segment Reporting

Segment Reporting

New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Condensed Consolidated Balance Sheet Components (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Balance Sheet Components [Abstract]
Depreciation and amortization expenses		$ 0.2	$ 0.5	$ 0.4

Net Loss Per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2023

Net Loss Per Share Attributable to Common Stockholders [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NOTE 11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss attributable to common stockholders	$	(16,080	)	$	(10,404	)	$	(30,340	)	$	(12,611	)
Denominator:
Weighted average common shares outstanding		110,341,633			37,886,129			99,775,393			37,877,390
Less: Weighted-average unvested restricted shares		(77,964	)		(438,307	)		(120,128	)		(473,881	)
Less: Shares subject to earnout		(1,050,000	)		(1,050,000	)		(1,050,000	)		(1,050,000	)
Weighted average shares used to compute basic and diluted net loss per share		109,213,669			36,397,822			98,605,265			36,353,509

Net loss per share attributable to common stockholders – basic and diluted	$	(0.15	)	$	(0.29	)	$	(0.31	)	$	(0.35	)

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Outstanding and issued common stock options		9,345,537		6,023,166		9,345,537		6,023,166
Common stock warrants		4,999,863		4,999,863		4,999,863		4,999,863
Unvested restricted common stock		58,829		400,036		58,829		400,036
Outstanding restricted stock units		1,179,771		5,000		1,179,771		5,000
Total		15,584,000		11,428,065		15,584,000		11,428,065

Common Stock (Tables)

6 Months Ended

Jun. 30, 2023

Common Stock [Abstract]

Schedule of common stock reserved for future issuance

	June 30,		December 31,
	2023		2022
Outstanding and issued common stock options		9,345,537		6,169,180
Common stock warrants		4,999,863		4,999,863
Outstanding restricted stock units		1,179,771		2,617,445
Shares available for grant under 2021 Employee Stock Purchase Plan		1,184,572		869,117
Shares available for grant under 2021 Equity Incentive Plan		855,464		1,383,661
Shares available for grant under 2022 Inducement Equity Incentive Plan		2,301,841		1,295,672
Total shares of common stock reserved		19,867,048		17,334,938

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted	$ (0.15)	$ (0.29)	$ (0.31)	$ (0.35)
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	109,213,669	36,397,822	98,605,265	36,353,509

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies [Abstract]

Schedule of components of lease costs

	Six Months Ended June 30,
	2023		2022
Lease cost
Operating lease cost	$	336	$	286
Short-term lease cost		1		123
Total lease cost	$	337	$	409

Schedule of operating leases

	Six Months Ended June 30,
	2023			2022

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	553		$	351
Weighted average remaining lease term (years)		3.11			4.12
Weighted average discount rate		8.00	%		8.00	%

Schedule of operating lease liabilities showing the aggregate lease payments

Year ending December 31,	Amount
2023 (remainder of the year)	$	566
2024		1,153
2025		1,187
2026		740
Total undiscounted lease payments		3,646
Less imputed interest		(412	)
Total discounted lease payments		3,234
Less current portion of lease liability		(917	)
Noncurrent portion of lease liability	$	2,317

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 07, 2023
Document Information Line Items
Entity Registrant Name	JASPER THERAPEUTICS, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		110,800,413
Amendment Flag	false
Entity Central Index Key	0001788028
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39138
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2984849
Entity Address, Address Line One	2200 Bridge Pkwy
Entity Address, Address Line Two	Suite #102
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	(650)
Local Phone Number	549-1400
Entity Interactive Data Current	Yes
Voting Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	JSPR
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50
Document Information Line Items
Trading Symbol	JSPRW
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Voting Common Stock at an exercise price of $11.50
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	492,000,000	492,000,000
Common stock, shares issued	110,800,413	38,045,677
Common stock, shares outstanding	110,800,413	38,045,677

Fair Value Measurements (Details) - Schedule of changes in the fair value of the company’s Level 3 financial liabilities - Earnout Liability [Member] - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Schedule of Fair Value Measurements [Abstract]
Fair value, as of beginning	$ 782	$ 18	$ 1,150	$ 5,743
Change in the fair value included in other income (expenses)	(420)	764	(625)	(4,593)
Fair value, as of ending	$ 362	$ 782	$ 525	$ 1,150

Common Stock (Details) - Schedule of common stock reserved for future issuance - shares	Jun. 30, 2023	Dec. 31, 2022
Schedule of Common Stock Reserved For Future Issuance [Abstract]
Outstanding and issued common stock options	9,345,537	6,169,180
Common stock warrants	4,999,863	4,999,863
Outstanding restricted stock units	1,179,771	2,617,445
Shares available for grant under 2021 Employee Stock Purchase Plan	1,184,572	869,117
Shares available for grant under 2021 Equity Incentive Plan	855,464	1,383,661
Shares available for grant under 2022 Inducement Equity Incentive Plan	2,301,841	1,295,672
Total shares of common stock reserved	19,867,048	17,334,938

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Stock-Based Compensation Expense [Abstract]
General and administrative	$ 900	$ 480	$ 1,699	$ 1,036
Research and development	491	585	959	807
Total	$ 1,391	$ 1,065	$ 2,658	$ 1,843

Common Stock

6 Months Ended

Jun. 30, 2023

Common Stock [Abstract]

COMMON STOCK

NOTE 9. COMMON STOCK

The Company is authorized to issue 490,000,000 shares of voting common stock, 2,000,000 shares of non-voting common stock, and 10,000,000 shares of undesignated preferred stock. There were 110,800,413 shares of voting common stock, no shares of non-voting common stock and no shares of preferred stock issued and outstanding as of June 30, 2023.

As of June 30, 2023 and December 31, 2022, the Company had shares of its common stock reserved for future issuance as follows:

	June 30,		December 31,
	2023		2022
Outstanding and issued common stock options		9,345,537		6,169,180
Common stock warrants		4,999,863		4,999,863
Outstanding restricted stock units		1,179,771		2,617,445
Shares available for grant under 2021 Employee Stock Purchase Plan		1,184,572		869,117
Shares available for grant under 2021 Equity Incentive Plan		855,464		1,383,661
Shares available for grant under 2022 Inducement Equity Incentive Plan		2,301,841		1,295,672
Total shares of common stock reserved		19,867,048		17,334,938

Shelf Registration Statement and Public Offering

In October 2022, the Company filed a shelf registration statement on Form S-3 (the “Prior S-3”) with the SEC. The Company could sell from time to time up to $150.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the Prior S-3. In April 2023, the Company filed a new shelf registration statement on Form S-3 (“New S-3”) with the SEC, which was declared effective on May 5, 2023 and superseded the Prior S-3. The Company can sell from time to time up to $250.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the New S-3. The terms of any offering under the New S-3 will be established at the time of such offering and will be described in a prospectus supplement to the New S-3 filed with the SEC prior to the completion of any such offering.

In January 2023, the Company entered into an underwriting agreement 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”). In January 2023, the Company sold 69,000,000 shares of common stock, including 9,000,000 shares issued as a result of the exercise of the Underwriters’ option to purchase 9,000,000 shares, and received net proceeds of $96.9 million.

ATM Offering

In November 2022, the Company entered into a Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. (the “Agent”) pursuant to which the Company 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 with the SEC a prospectus supplement under the Prior S-3 in connection with the ATM Offering, pursuant to which the Company could offer and sell shares of common stock having an aggregate offering price of up to $15.5 million. In January 2023, the Company issued and sold an aggregate of 2,337,496 shares of common stock for net proceeds of $4.5 million.

On May 5, 2023, the Company filed with the SEC a prospectus under the New S-3 in connection with the ATM Offering, pursuant to which the Company can now offer and sell shares of common stock having an aggregate offering price of up to $75.0 million.

Approximately $175.0 million remained available and unallocated under the New S-3 and $75.0 million remained available under the ATM Offering.