0001213900-24-020114 | 10-K | XBRL Viewer

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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	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Fair Value Measurements [Abstract]
Fair value, as of beginning	$ 18	$ 5,743
Change in the fair value included in other income	(18)	(5,725)
Fair value, as of ending		$ 18

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses
Research and development	$ 51,785	$ 34,627
General and administrative	17,076	16,569
Total operating expenses	68,861	51,196
Loss from operations	(68,861)	(51,196)
Interest income	5,199	701
Change in fair value of earnout liability	18	5,725
Change in fair value of common stock warrant liability	(575)	7,200
Other income (expense), net	(246)	(115)
Total other income, net	4,396	13,511
Net loss and comprehensive loss	$ (64,465)	$ (37,685)
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (6.18)	$ (10.33)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in Shares)	10,439,034	3,648,140

Cirm Grant	12 Months Ended
Dec. 31, 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 is payable to the Company upon achievement of milestones over the next three years that are primarily based on patient enrollment in the Company’s clinical trials. CIRM could permanently cease disbursements if milestones are not met within four months of the scheduled completion date. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net sales of CIRM-funded product candidates or CIRM-funded technology per $1.0 million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus 25% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. In the absence of explicit U.S. GAAP guidance on contributions received by business entities from government entities, the Company has applied to the CIRM grant the recognition and measurement guidance in Accounting Standards Codification Topic 958-605 by analogy. The Company has received an aggregate of $2.3 million from CIRM through December 31, 2023, of which $0.7 million was received during the year ended December 31, 2023. As of December 31, 2023, $50,000 is available for future distribution to the Company under the grant upon the achievement of a future milestone.

Cirm Grant

12 Months Ended

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

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation [Abstract]

Schedule of Stock Option Activities

The following table summarizes the stock option activities, including performance-based stock options, under the 2021 Plan, the 2022 Inducement Plan and the 2019 Plan for the year ended December 31, 2023:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2022		616,897		$	22.51		7.80	$	—
Options granted		603,054		$	15.53
Options exercised		(54,580	)	$	7.10
Options cancelled/forfeited		(124,496	)	$	17.95
Balance, December 31, 2023		1,040,875		$	19.82		8.55	$	237
Vested and expected to vest, December 31, 2023		1,040,875		$	19.82		8.55	$	237
Exercisable, December 31, 2023		324,645		$	20.79		7.33	$	125

The following table summarizes the performance-based stock options activity under the 2021 Plan and the 2019 Plan for the year ended December 31, 2023:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2022		46,394		$	14.19		8.06	$	—
Options granted		5,000		$	19.20
Options cancelled/forfeited		(5,000	)	$	19.20
Balance, December 31, 2023		46,394		$	14.19		7.06	$	24
Vested and expected to vest, December 31, 2023		46,394		$	14.19		7.06	$	24
Exercisable, December 31, 2023		31,393		$	7.78		6.46	$	24

Schedule of RSUs Activity

The following table provides a summary of RSUs activity under the 2021 Plan during the year ended December 31, 2023:

	Number of Shares			Weighted Average Grant date Fair Value
Unvested restricted stock units at December 31, 2022		261,729		$	7.91
Granted		5,000		$	15.00
Vested		(238,605	)	$	7.91
Forfeited		(28,124	)	$	9.16
Unvested restricted stock units at December 31, 2023		—		$	—
Outstanding restricted stock units at December 31, 2023		—		$	—

Schedule of Stock-Based Compensation Expense

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

	Year Ended December 31,
	2023		2022
General and administrative	$	3,607	$	2,668
Research and development		1,604		1,423
Total	$	5,211	$	4,091

Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model

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

	Year Ended December 31,
	2023	2022
Expected term (in years)	5.25 – 6.08	1.00 – 6.08
Expected volatility	103.31% – 112.30%	63.41% – 106.03%
Risk-free interest rate	3.45% – 4.71%	1.40% – 3.62%
Expected dividend yield	—	—

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

	Year Ended December 31,
	2023	2022
Expected term (in years)	0.50	0.50
Expected volatility	77.80% - 266.24%	75.61% - 78.89%
Risk-free interest rate	5.39% - 5.40%	1.81% - 4.72%
Expected dividend yield	—	—

Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Valuation of Stock Options [Member] \| Valuation of Stock Options [Member]
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected dividend yield
Valuation of Stock Options [Member] \| Valuation of Stock Options [Member] \| Minimum [Member]
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)	5 years 3 months	1 year
Expected volatility	103.31%	63.41%
Risk-free interest rate	3.45%	1.40%
Valuation of Stock Options [Member] \| Valuation of Stock Options [Member] \| Maximum [Member]
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days
Expected volatility	112.30%	106.03%
Risk-free interest rate	4.71%	3.62%
Valuation of ESPP Awards [Member] \| Valuation of ESPP Awards [Member]
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)	6 months	6 months
Expected dividend yield
Valuation of ESPP Awards [Member] \| Valuation of ESPP Awards [Member] \| Minimum [Member]
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected volatility	77.80%	75.61%
Risk-free interest rate	5.39%	1.81%
Valuation of ESPP Awards [Member] \| Valuation of ESPP Awards [Member] \| Maximum [Member]
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected volatility	266.24%	78.89%
Risk-free interest rate	5.40%	4.72%

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

Commitments and Contingencies (Details) - Schedule of Operating Leases - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Operating Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 1,119	$ 870
Weighted average remaining lease term	2 years 7 months 6 days	3 years 7 months 6 days
Weighted average discount rate	8.00%	8.00%

Stock-Based Compensation (Details) - Schedule of Stock Option Activities - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock Option Activity [Member]
Stock-Based Compensation (Details) - Schedule of Stock Option Activities [Line Items]
Number of Shares, beginning Balance	616,897
Weighted Average Exercise Price,beginning Balance	$ 22.51
Weighted - Average Remaining Contractual Life (Years),beginning Balance	7 years 9 months 18 days
Aggregate Intrinsic Value, beginning Balance
Number of Shares, Options granted	603,054
Weighted Average Exercise Price, Options granted	$ 15.53
Number of Shares,Options exercised	(54,580)
Weighted Average Exercise Price, Options exercised	$ 7.1
Number of Shares, Options cancelled/forfeited	(124,496)
Weighted Average Exercise Price, Options cancelled/forfeited	$ 17.95
Number of Shares, ending Balance	1,040,875	616,897
Weighted Average Exercise Price,ending Balance	$ 19.82	$ 22.51
Weighted - Average Remaining Contractual Life (Years),ending Balance	8 years 6 months 18 days
Aggregate Intrinsic Value, ending Balance	$ 237
Number of Shares,Vested and expected to ves	1,040,875
Weighted Average Exercise Price, Vested and expected to ves	$ 19.82
Weighted - Average Remaining Contractual Life (Years), Vested and expected to ves	8 years 6 months 18 days
Aggregate Intrinsic Value, Vested and expected to ves	$ 237
Number of Shares,Exercisable	324,645
Weighted Average Exercise Price, Exercisable	$ 20.79
Weighted - Average Remaining Contractual Life (Years), Exercisable	7 years 3 months 29 days
Aggregate Intrinsic Value, Exercisable	$ 125
Performance-Based Stock Options [Member]
Stock-Based Compensation (Details) - Schedule of Stock Option Activities [Line Items]
Number of Shares, beginning Balance	46,394	46,394
Weighted Average Exercise Price,beginning Balance	$ 14.19	$ 14.19
Weighted - Average Remaining Contractual Life (Years),beginning Balance		8 years 21 days
Aggregate Intrinsic Value, beginning Balance	$ 24
Number of Shares, Options granted		5,000
Weighted Average Exercise Price, Options granted		$ 19.2
Number of Shares, Options cancelled/forfeited		(5,000)
Weighted Average Exercise Price, Options cancelled/forfeited		$ 19.2
Number of Shares, ending Balance		46,394
Weighted Average Exercise Price,ending Balance		$ 14.19
Weighted - Average Remaining Contractual Life (Years),ending Balance		7 years 21 days
Aggregate Intrinsic Value, ending Balance		$ 24
Number of Shares,Vested and expected to ves		46,394
Weighted Average Exercise Price, Vested and expected to ves		$ 14.19
Weighted - Average Remaining Contractual Life (Years), Vested and expected to ves		7 years 21 days
Aggregate Intrinsic Value, Vested and expected to ves		$ 24
Number of Shares,Exercisable		31,393
Weighted Average Exercise Price, Exercisable		$ 7.78
Weighted - Average Remaining Contractual Life (Years), Exercisable		6 years 5 months 15 days
Aggregate Intrinsic Value, Exercisable		$ 24

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of Cash and Restricted Cash - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of reconciliation of cash and restricted cash [Abstract]
Cash and cash equivalents	$ 86,887	$ 38,250
Restricted cash	417	417
Total cash, cash equivalents and restricted cash	$ 87,304	$ 38,667	$ 85,046

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders [Abstract]
Weighted average shares used to compute diluted net loss per share	10,439,034	3,648,140
Net loss per share attributable to common stockholders – diluted	$ (6.18)	$ (10.33)

- 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
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-Name Accounting Standards Codification
-Section 55
-Paragraph 15
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-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
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-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
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-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
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-Paragraph 11
-Subparagraph (b)
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-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)
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-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)
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-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
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-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
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
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-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation	$ 5,211	$ 4,091
General and administrative [Member]
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation	3,607	2,668
Research and development [Member]
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation	$ 1,604	$ 1,423

Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance - shares	Dec. 31, 2023	Dec. 31, 2022
Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance [Line Items]
Total shares of common stock reserved	1,867,518	1,733,481
Outstanding and issued common stock options [Member]
Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance [Line Items]
Total shares of common stock reserved	1,040,875	616,897
Common Stock Warrants [Member]
Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance [Line Items]
Total shares of common stock reserved	499,986	499,986
Outstanding restricted stock units [Member]
Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance [Line Items]
Total shares of common stock reserved		261,729
Shares available for grant under 2021 Equity Incentive Plan [Member]
Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance [Line Items]
Total shares of common stock reserved	119,014	138,388
Shares available for grant under 2022 Inducement Equity Incentive Plan [Member]
Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance [Line Items]
Total shares of common stock reserved	95,685	129,568
Shares available for grant under 2021 Employee Stock Purchase Plan [Member]
Common Stock (Details) - Schedule of Common Stock Reserved For Future Issuance [Line Items]
Total shares of common stock reserved	111,958	86,913

Significant Agreements

12 Months Ended

Dec. 31, 2023

Significant Agreements [Abstract]

SIGNIFICANT AGREEMENTS

NOTE 6. SIGNIFICANT AGREEMENTS

Amgen License Agreement

In November 2019, the Company entered into a worldwide exclusive license agreement with Amgen Inc. (“Amgen”) for briquilimab (formerly known as AMG-191 and JSP191) that also includes translational science and materials from The Board of Trustees of the Leland Stanford Junior University (“Stanford”) (the “Amgen License Agreement”). The Company was assigned and accepted Amgen’s rights and obligations, effective November 21, 2019, under the Investigator Sponsored Research Agreement (the “ISRA”), entered into in June 2013, between Amgen and Stanford, and the Quality Agreement between Amgen and Stanford, effective as of October 7, 2015. Under the ISRA, the Company exercised its option and entered into a definitive license with Stanford for rights to certain Stanford intellectual property related to the study of briquilimab (see Stanford License Agreement below).

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

Stanford License Agreement

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

The Company is obligated to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestone payments and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022, which was recognized as research and development expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 and 2022.

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

Consolidated Balance Sheet Components (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Research and development accrued expenses	$ 5,169	$ 2,651
Accrued employee and related compensation expenses	1,767	1,587
Other	317	194
Total	$ 7,253	$ 4,432

401(K) Savings Plan

12 Months Ended

Dec. 31, 2023

401(K) Savings Plan [Abstract]

401(K) SAVINGS PLAN

NOTE 13. 401(K) SAVINGS PLAN

The Company has a retirement and savings plan under Section 401(k) of the IRC (the “401(k) Plan”), covering all U.S. employees. The 401(k) Plan allows employees to make pre-tax contributions up to the maximum allowable amount set by the Internal Revenue Service. The Company may make contributions to the 401(k) Plan at its discretion. $0.1 million contributions were made to the 401(k) Plan by the Company for each of the years ended December 31, 2023 and 2022.

Consolidated Statements of Stockholders’ Equity (Parentheticals) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs	$ 6.6
Issuance of common stock through ATM offering, net of commissions and offering costs	$ 0.1

Commitments and Contingencies (Details) - Schedule of Operating Lease Liabilities Showing the Aggregate Lease Payments - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Operating Lease Liabilities Showing The Aggregate Lease Payments [Abstract]
2024	$ 1,153
2025	1,187
2026	740
Total undiscounted lease payments	3,080
Less imputed interest	(294)
Total discounted lease payments	2,786
Less current portion of lease liability	(972)	$ (865)
Noncurrent portion of lease liability	$ 1,814	$ 2,786

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Schedule of Provision For Income Taxes

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

	Year Ended December 31,
	2023			2022
Federal tax benefit at statutory rate	$	(13,538	)	$	(7,914	)
State taxes		1,112			(4,518	)
Change in fair value of warrant liability		121			(1,512	)
Change in fair value of earnout liability		(4	)		(1,202	)
Non-deductible expenses		(38	)		(108	)
Research and development credits		(1,628	)		(1,835	)
Change in valuation allowance		12,539			16,243
Stock-based compensation		822			—
Other		614			846
Provision for income taxes	$	—		$	—

Schedule of Net Deferred Tax Assets (Liabilities)

Significant components of the Company’s net deferred tax assets (liabilities) as of December 31, 2023 and 2022 were as follows (in thousands):

	December 31,
	2023			2022
Deferred tax assets:
Accrued expenses and other	$	477		$	1,281
Intangibles		313			484
Net operating losses		25,146			20,669
Research and development credits		4,873			3,245
Stock-based compensation		676			985
Lease liability		585			1,090
Section 195 start-up amortization		229			351
Fixed assets		—			99
Capitalized section 174		14,308			6,284
Other		346			—
Total deferred tax assets		46,953			34,488
Valuation allowance		(46,465	)		(33,925	)
Total net deferred tax assets		488			563
Deferred tax liabilities:
Right-of-use asset		(308	)		(563	)
Fixed assets		(180	)		—
Total deferred tax liabilities		(488	)		(563	)
Net deferred tax assets	$	—		$	—

Schedule of Federal and State Net Operating Loss Carryforwards

The following table sets forth the Company’s federal and state net operating loss carryforwards as of December 31, 2023 (in thousands):

	Amount		Expiration Years
Net operating losses, Federal	$	91,357	Do not expire
Net operating losses, states primarily California	$	131,895	2038-2042

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the periods ended December 31, 2023 and 2022 is as follows (in thousands):

	Year Ended December 31,
	2023		2022
Balance at beginning of year	$	1,722	$	828
Additions based on tax positions related to current year		698		894
Balance at end of year	$	2,420	$	1,722

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows used in operating activities
Net loss	$ (64,465)	$ (37,685)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	1,108	975
Non-cash lease expense	419	335
Stock-based compensation expense	5,211	4,091
Change in fair value of common stock warrant liability	575	(7,200)
Change in fair value of earnout liability	(18)	(5,725)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	767	312
Other receivables	663	(663)
Other non-current assets	(584)	(114)
Accounts payable	2,381	(2,151)
Accrued expenses and other current liabilities	2,821	836
Operating lease liability	(865)	(589)
Other non-current liabilities	(80)	1,720
Net cash used in operating activities	(52,067)	(45,858)
Cash flows used in investing activities
Purchases of property and equipment	(267)	(576)
Net cash used in investing activities	(267)	(576)
Cash flows from financing activities
Proceeds from issuance of common stock through ATM and underwritten offerings, net	101,479
Proceeds from exercise of common stock options	388	27
Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan	64	28
Taxes withheld and paid related to net settlement of equity awards	(960)
Net cash provided by financing activities	100,971	55
Net increase (decrease) in cash, cash equivalents and restricted cash	48,637	(46,379)
Cash, cash equivalents and restricted cash at beginning of the year	38,667	85,046
Cash, cash equivalents and restricted cash at end of the year	87,304	38,667
Supplemental and non-cash items reconciliations:
Reclassification of common stock warrant liability into additional paid-in capital	725
Right-of-use asset obtained in exchange for lease liabilities		1,074
Non-cash leasehold improvements		(281)
Letter of credit issued in connection with lease recognition		$ 72

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The financial statements are consolidated for the years ended December 31, 2023 and 2022, 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.

Reverse Stock Split

On January 4, 2024, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of its common stock. The par value per share and the number of authorized shares were not adjusted as a result of the Reverse Stock Split. The shares of common stock underlying outstanding stock options, common stock warrants and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. In addition, the shares available for grants under the Company’s incentive plans were adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, outstanding common stock warrants, common stock share data, per share data, and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

Use of Estimates

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

Cash, Cash Equivalents, and Restricted Cash

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

	December 31,
	2023		2022
Cash and cash equivalents	$	86,887	$	38,250
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	87,304	$	38,667

Cash and cash equivalents consist of cash held in operating accounts and investments in money market funds. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 8).

Concentrations of Credit Risk and Other Risks and Uncertainties

The Company’s cash and cash equivalents are maintained with financial institutions in the United States of America. Cash balances are held at financial institutions and account balances may exceed federally insured limits. To date, the Company has not experienced any losses on its cash, cash equivalents and marketable securities’ balances and periodically evaluates the creditworthiness of its financial institutions.

The Company is subject to risks common to companies in the development stage, including, but not limited to, development and regulatory approval of new product candidates, development of markets and distribution channels, dependence on key personnel, and the ability to obtain additional capital as needed to fund its product plans. To achieve profitable operations, the Company must successfully develop and obtain requisite regulatory approvals for, manufacture, and market its product candidates. There can be no assurance that any such product candidate can be developed and approved or manufactured at an acceptable cost and with appropriate performance characteristics, or that such product will be successfully marketed. These factors could have a material adverse effect on the Company’s future financial results.

Products developed by the Company require approval from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. If the Company were denied such clearances or such clearances were delayed, it could have a materially adverse impact on the Company.

Property and Equipment, Net

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

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment, principally property and equipment, whenever events or changes in business circumstances indicate the carrying amount of an asset may not be fully recoverable. Recoverability of assets held and used is measured by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of long-lived assets may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, principally discounted cash flow models, to assess the fair values of long-lived assets. The Company did not record any impairment of long-lived assets during the years ended December 31, 2023 and 2022.

Leases

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

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

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

The Company has no finance leases as of December 31, 2023 and 2022.

Fair Value of Financial Instruments

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

Common Stock Warrant Liability

The Company has 4,999,863 outstanding warrants to purchase an aggregate of 499,986 shares of its common stock (the “Common Stock Warrants”), all of which were issued in connection with AMHC’s initial public offering and entitle a holder to purchase one share of the Company’s common stock for every ten warrants at an exercise price of $115.00 per share. The Common Stock Warrants are publicly traded and exercisable during the exercise period, which commenced on October 24, 2021 and ends on September 24, 2026, for cash or, in certain circumstances, on a cashless basis. The Common Stock Warrants are accounted as derivative financial instruments. As long as the Company had shares of non-voting common stock outstanding, the Common Stock Warrants did not meet the equity classification guidance and were accounted as liabilities at fair value. The Common Stock Warrants were subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss until exercise or expiration. On January 31, 2023, the 91,102 outstanding shares of the Company’s non-voting common stock were converted into 91,102 shares of the Company’s voting common stock per the holder’s request, leaving no shares of non-voting common stock remaining outstanding as of January 31, 2023. Upon conversion of all outstanding shares of non-voting common stock into shares of voting common stock, the Common Stock Warrants met the equity classification guidance and were reclassified to equity at the then-current fair value.

Earnout Liability

At the closing of the Business Combination, the Company recognized the earnout liability related to the Sponsor Support Agreement, dated May 5, 2021 and amended on September 24, 2021, by and among the Company, Amplitude Healthcare Holdings LLC (the “Sponsor”) and Jasper Tx Corp. (as amended, the “Sponsor Support Agreement”), pursuant to which 105,000 shares of common stock that were previously issued to the Sponsor were placed in escrow (the “Earnout Shares”). These shares will be released from escrow upon achieving agreed upon common stock price targets during the specified periods and in three tranches. Refer to Note 7 for additional details. In accordance with Accounting Standards Codification (“ASC”) Topic 815-40, the Earnout Shares are not indexed to the common stock and therefore are accounted as a liability at fair value and subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. The Company reassesses the classification of the Earnout Shares as triggering events are met or expire.

Accrued Research and Development Expenses

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

Research and Development

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

General and Administrative

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

Stock-Based Compensation

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

Income Taxes

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

In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, if all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to the provision of income taxes in the period when such determination is made. As of December 31, 2023 and 2022, the Company has recorded a full valuation allowance on its deferred tax assets.

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

Foreign Currency Transactions

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

Comprehensive loss

Comprehensive loss represents all changes in stockholders’ equity except those resulting from distributions to stockholders. There have been no items qualifying as other comprehensive income (loss) during the years ended December 31, 2023 and 2022, and therefore, the Company’s comprehensive loss was the same as its reported net loss.

Net Loss per Share Attributable to Common Stockholders

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

Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the years ended December 31, 2023 and 2022, the diluted net loss per common share was the same as basic net loss per share of common stock, as the impact of potentially dilutive securities was antidilutive to the net loss per common share. The Earnout Shares and common stock subject to restricted stock awards are contingently issuable shares and are not included in the diluted net loss per share calculation until contingencies are resolved.

Segment Reporting

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

Recent Accounting Pronouncements

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

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU were effective for all entities as of March 12, 2020 through December 31, 2022; however, in December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the sunset date from December 31, 2022 to December 31, 2024. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company does not expect the adoption of this ASU to have a significant impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280 on an interim and annual basis. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on the disclosures within our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on the disclosures within our consolidated financial statements.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Reverse Stock Split

Reverse Stock Split

Use of Estimates

Use of Estimates

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

	December 31,
	2023		2022
Cash and cash equivalents	$	86,887	$	38,250
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	87,304	$	38,667

Concentrations of Credit Risk and Other Risks and Uncertainties

Concentrations of Credit Risk and Other Risks and Uncertainties

Property and Equipment, Net

Property and Equipment, Net

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Leases

Leases

The Company has no finance leases as of December 31, 2023 and 2022.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Common Stock Warrant Liability

Common Stock Warrant Liability

Earnout Liability

Earnout Liability

Accrued Research and Development Expenses

Accrued Research and Development Expenses

Research and Development

Research and Development

General and Administrative

General and Administrative

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

Foreign Currency Transactions

Foreign Currency Transactions

Comprehensive loss

Comprehensive loss

Net Loss per Share Attributable to Common Stockholders

Net Loss per Share Attributable to Common Stockholders

Segment Reporting

Segment Reporting

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2023

Net Loss Per Share Attributable to Common Stockholders [Abstract]

Schedule of Basic and Diluted Net Loss per Share Attributable To Common Stockholders

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

	Year Ended December 31,
	2023			2022
Numerator:
Net loss attributable to common stockholders	$	(64,465	)	$	(37,685	)
Denominator:
Weighted average common shares outstanding		10,551,290			3,793,375
Less: Weighted-average unvested restricted shares		(7,256	)		(40,235	)
Less: Shares subject to earnout		(105,000	)		(105,000	)
Weighted average shares used to compute basic and diluted net loss per share		10,439,034			3,648,140

Net loss per share attributable to common stockholders – basic and diluted	$	(6.18	)	$	(10.33	)

Schedule of Diluted Net Loss per Share Attributable To Common Stockholders

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

	December 31,
	2023		2022
Outstanding and issued common stock options		1,040,875		616,897
Shares issuable upon exercise of common stock warrants		499,986		499,986
Outstanding RSUs		—		261,729
Unvested restricted common stock		—		25,884
Total		1,540,861		1,404,496

Consolidated Balance Sheet Components (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Abstract]
Leasehold improvements	$ 2,477	$ 2,477
Lab equipment	1,973	1,706
Office furniture & fixtures	502	502
Computer equipment	145	145
Capitalized software	90	90
Property and equipment, gross	5,187	4,920
Less: accumulated depreciation and amortization	(2,460)	(1,352)
Property and equipment, net	$ 2,727	$ 3,568

Commitments and Contingencies

12 Months Ended

Dec. 31, 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 conjunction with signing the lease, the Company secured a letter of credit in favor of the lessor in the amount of $0.4 million. The funds related to this letter of credit are presented as restricted cash on the Company’s consolidated balance sheets. The lease agreement includes an escalation clause for increased base rent and a renewal provision allowing the Company to extend this lease for an additional 60 months at the prevailing rental rate, which the Company is not reasonably certain to exercise. In addition to base rent, the Company 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. The leasehold improvements constructed are presented under property and equipment on the Company’s consolidated balance sheets and depreciated on a straight-line basis over the remaining lease term.

The Company also pays variable costs related to its share of operating expenses and taxes. These variable costs are recorded as lease expense as incurred and presented as operating expenses in the consolidated statements of operations and comprehensive loss.

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

	Year ended December 31,
	2023		2022
Lease cost
Operating lease cost	$	672	$	622
Short-term lease cost		2		129
Total lease cost	$	674	$	751

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

	Year ended December 31,
	2023			2022

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	1,119		$	870
Weighted average remaining lease term (years)		2.6			3.6
Weighted average discount rate		8.00	%		8.00	%

The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of December 31, 2023 (in thousands):

	Amount
Year ending December 31,
2024	$	1,153
2025		1,187
2026		740
Total undiscounted lease payments		3,080
Less imputed interest		(294	)
Total discounted lease payments		2,786
Less current portion of lease liability		(972	)
Noncurrent portion of lease liability	$	1,814

Stanford Sponsored Research Agreement

In September 2020, the Company entered into a sponsored research agreement with Stanford for a research program related to the treatment of Fanconi Anemia patients in Bone Marrow Failure requiring allogeneic transplant with non-sibling donors at Stanford Lucile Packard Children’s Hospital using briquilimab (the “Research Project”). Stanford will perform the Research Project and is fully responsible for costs and operations related to the Research Project. In addition, Stanford owns the entire right, title, and interest in and to all technology developed using Stanford facilities and by Stanford personnel through the performance of the Research Project under this agreement (the “Fanconi Anemia Research Project IP”). Under this agreement, Stanford granted the Company an exclusive option to license Stanford’s rights in the Fanconi Anemia Research Project IP (the “Fanconi Anemia Option”) in the field of commercialization of briquilimab. There is no license granted or other intellectual property transferred under this agreement until the Fanconi Anemia Option is exercised. As of December 31, 2023, the Company has not yet exercised the Fanconi Anemia Option.

As consideration for the services performed by Stanford under this sponsored research agreement, the Company agreed to pay Stanford a total of $0.9 million over approximately three years upon the achievement of development and clinical milestones, including the FDA filings and patient enrollment. The first milestone in the amount of $0.3 million was achieved in 2020. The second milestone in the amount of $0.3 million was achieved in February 2022 and 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 and final milestone in the amount of $0.3 million was achieved in July 2023 and recognized as a research and development expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 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 milestone payments of up to an aggregate of $9.0 million, and low single-digit royalties on net sales of licensed products. All products were in development as of December 31, 2023, and no royalties were due as of such date. The Company paid a $25,000 license maintenance fee in each of March 2023 and 2022 and recognized this as a research and development expense in the consolidated statements of operations and comprehensive loss for each of the years ended December 31, 2023 and 2022. As of December 31, 2023 and 2022, no milestones were probable to be achieved and payable.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2023 and 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 December 31, 2023 and 2022, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Consolidated Balance Sheet Components (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Prepaid insurance	$ 877	$ 1,362
Research and development prepaid expenses	615	842
Payroll tax credit receivable	250	250
Other prepaid expenses and current assets	244	246
Other	65	118
Total	$ 2,051	$ 2,818

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (64,465)	$ (37,685)
Denominator:
Weighted average common shares outstanding	10,551,290	3,793,375
Less: Weighted-average unvested restricted shares	(7,256)	(40,235)
Less: Shares subject to earnout	(105,000)	(105,000)
Weighted average shares used to compute basic and diluted net loss per share	10,439,034	3,648,140
Net loss per share attributable to common stockholders – basic (in Dollars per share)	$ (6.18)	$ (10.33)

- Definition

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

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+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Firm ID	238
Auditor Location	San Jose, California

Common Stock

12 Months Ended

Dec. 31, 2023

Common Stock [Abstract]

COMMON STOCK

NOTE 9. COMMON STOCK

The Company is authorized to issue 490,000,000 shares of voting common stock, 2,000,000 shares of non-voting common stock, and 10,000,000 shares of undesignated preferred stock. There were 11,163,896 shares of voting common stock, no shares of non-voting common stock and no shares of preferred stock issued and outstanding as of December 31, 2023.

Holders of the voting common stock and the non-voting common stock have similar rights, except that non-voting stockholders are not entitled to vote, including for the election of directors. Holders of voting common stock do not have conversion rights, while holders of non-voting common stock have the right to convert each share of non-voting common stock held by such holder into one share of voting common stock at such holder’s election by providing written notice to the Company, provided that as a result of such conversion, such holder, together with its affiliates, would not beneficially own in excess of 9.9% of the Company’s voting common stock following such conversion. On January 31, 2023, 91,102 shares of the Company’s non-voting common stock were fully converted into 91,102 shares of the voting common stock per the holder’s request, and no shares of non-voting common stock remained outstanding after such conversion.

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

	December 31,
	2023		2022
Outstanding and issued common stock options		1,040,875		616,897
Shares issuable upon exercise of common stock warrants		499,986		499,986
Outstanding restricted stock units		—		261,729
Shares available for grant under 2021 Equity Incentive Plan		119,014		138,388
Shares available for grant under 2022 Inducement Equity Incentive Plan		95,685		129,568
Shares available for grant under 2021 Employee Stock Purchase Plan		111,958		86,913
Total shares of common stock reserved		1,867,518		1,733,481

Shelf Registration Statement

On October 7, 2022, the Company filed a shelf registration statement on Form S-3 (the “Prior S-3”) with the Securities and Exchange Commission (the “SEC”), which was declared effective on October 18, 2022. The Company could sell from time to time up to $150.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the Prior S-3. On April 28, 2023, the Company filed a new shelf registration statement on Form S-3 (“New S-3”) with the SEC, which was declared effective on May 5, 2023 and superseded the Prior S-3. As of December 31, 2023, the Company can sell from time to time up to $250.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the New S-3. The terms of any offering under the New S-3 will be established at the time of such offering and will be described in a prospectus supplement to the New S-3 filed with the SEC prior to the completion of any such offering.

ATM Offering

In November 2022, the Company entered into a Controlled Equity Offering^SM 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 233,747 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 (the “ATM Prospectus”), pursuant to which the Company can now offer and sell shares of common stock having an aggregate offering price of up to $75.0 million.

As of December 31, 2023, $175.0 million remained available and unallocated under the New S-3 and $75.0 million remained available under the ATM Prospectus.

Public Offering

In January 2023, the Company entered into an underwriting agreement with Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as the representatives of the several underwriters named therein (the “2023 Underwriters”), relating to an underwritten public offering under the Prior S-3 of 6,900,000 shares of common stock, including 900,000 shares issued as a result of the exercise of the 2023 Underwriters’ option to purchase 900,000 shares. The Company received net proceeds of $97.0 million.

Underwritten Offering

In February 2024, the Company entered into an underwriting agreement with Cowen and Company, LLC and Evercore Group L.L.C., as the representatives of the several underwriters named therein (the “Underwriters”), related to an underwritten offering under the New S-3 of 3,900,000 shares of common stock. The total estimated net proceeds of the offering were $47.2 million.

As of December 31, 2023, $175.0 million remained available and unallocated under the New S-3 and $75.0 million remained available under the ATM Prospectus. After the February 2024 underwritten offering, approximately $124.5 million remained available and unallocated under the New S-3.

Income Taxes (Details) - Schedule of Federal and State Net Operating Loss Carryforwards $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses, Amount	$ 91,357
Net operating losses, Expiration Years	Do not expire
States Primarily California [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses, Amount	$ 131,895
Net operating losses, Expiration Years	2038-2042

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted	$ (6.18)	$ (10.33)
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	10,439,034	3,648,140

- Definition

+ References

+ Details

Income Taxes (Details) - Schedule of Unrecognized Tax Benefits - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Unrecognized Tax Benefits [Abstract]
Balance at beginning of year	$ 1,722	$ 828
Additions based on tax positions related to current year	698	894
Balance at end of year	$ 2,420	$ 1,722

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	492,000,000	492,000,000
Common stock, shares issued	11,163,896	3,804,427
Common stock, shares outstanding	11,163,896	3,804,427

Organization and Description of Business (Details) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended
	Feb. 08, 2024	Feb. 29, 2024	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Organization and Description of Business (Details) [Line Items]
Common stock shares issued (in Shares)			900,000
Net proceeds			$ 4,500	$ 100
Net loss				(64,465)	$ (37,685)
Operating cash flows				(52,067)	(45,858)
Accumulated deficit				(169,600)	(105,135)
Cash and cash equivalents				$ 86,887	$ 38,250
Subsequent Event [Member]
Organization and Description of Business (Details) [Line Items]
Net proceeds		$ 47,200
Subsequent Event [Member] \| IPO [Member]
Organization and Description of Business (Details) [Line Items]
Common stock shares issued (in Shares)	3,900,000
Net proceeds	$ 47,200

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

INCOME TAXES

NOTE 12. INCOME TAXES

During the years ended December 31, 2023 and 2022, the Company did not incur any tax expense or benefit as the Company operated with taxable losses and provided a full valuation allowance.

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

	Year Ended December 31,
	2023			2022
Federal tax benefit at statutory rate	$	(13,538	)	$	(7,914	)
State taxes		1,112			(4,518	)
Change in fair value of warrant liability		121			(1,512	)
Change in fair value of earnout liability		(4	)		(1,202	)
Non-deductible expenses		(38	)		(108	)
Research and development credits		(1,628	)		(1,835	)
Change in valuation allowance		12,539			16,243
Stock-based compensation		822			—
Other		614			846
Provision for income taxes	$	—		$	—

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

Significant components of the Company’s net deferred tax assets (liabilities) as of December 31, 2023 and 2022 were as follows (in thousands):

	December 31,
	2023			2022
Deferred tax assets:
Accrued expenses and other	$	477		$	1,281
Intangibles		313			484
Net operating losses		25,146			20,669
Research and development credits		4,873			3,245
Stock-based compensation		676			985
Lease liability		585			1,090
Section 195 start-up amortization		229			351
Fixed assets		—			99
Capitalized section 174		14,308			6,284
Other		346			—
Total deferred tax assets		46,953			34,488
Valuation allowance		(46,465	)		(33,925	)
Total net deferred tax assets		488			563
Deferred tax liabilities:
Right-of-use asset		(308	)		(563	)
Fixed assets		(180	)		—
Total deferred tax liabilities		(488	)		(563	)
Net deferred tax assets	$	—		$	—

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company believes that, based on a number of factors such as the history of operating losses, it is more likely than not that the deferred tax assets will not be fully realized, such that a full valuation allowance has been recorded. The valuation allowance increased by $12.5 million and $16.2 million for the years ended December 31, 2023 and 2022, respectively.

The following table sets forth the Company’s federal and state net operating loss carryforwards as of December 31, 2023 (in thousands):

	Amount		Expiration Years
Net operating losses, Federal	$	91,357	Do not expire
Net operating losses, states primarily California	$	131,895	2038-2042

As of December 31, 2023, the Company had research and development credit carryforwards of approximately $3.8 million and $3.2 million available to reduce future taxable income, if any, for both federal and California state income tax purposes, respectively. The federal research and development credit carryforwards begin expiring in 2040, and California credits carryforward indefinitely.

Utilization of the net operating loss carryforwards and research credit carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code, as amended (“IRC”), and similar state provisions. Annual limitations may result in the expiration of the net operating losses and tax credit carryforwards before they are utilized. The Company has completed an IRC Section 382 analysis from inception through the year ended December 31, 2022. During this period, the Company experienced two ownership changes, on November 21, 2019 and September 24, 2021, resulting in $2.9 million of net operating losses becoming permanently limited for California tax purposes. The Company reduced its California net operating loss deferred tax assets balance by the permanently limited amount of $0.6 million. The federal net operating losses are not limited as they can be carried forward indefinitely. The Company does not expect there to be additional tax attributes that will expire unused before the expiration periods.

Uncertain Tax Positions

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the periods ended December 31, 2023 and 2022 is as follows (in thousands):

	Year Ended December 31,
	2023		2022
Balance at beginning of year	$	1,722	$	828
Additions based on tax positions related to current year		698		894
Balance at end of year	$	2,420	$	1,722

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company did not accrue any penalties or interest during tax years 2023 and 2022. The Company does not expect its unrecognized tax benefit to change materially over the next twelve months.

The Company is subject to examination by the United States federal and state tax authorities for the tax years 2019 and later. State income tax returns are generally subject to examination for a period of four years after filing of the respective return. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state tax authorities to the extent utilized in a future period. No income tax returns are currently under examination by taxing authorities.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

401(K) Savings Plan (Details) - USD ($) $ in Millions	12 Months Ended
401(K) Savings Plan (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
401(K) Savings Plan [Abstract]
Contribution amount	$ 0.1	$ 0.1

Organization and Description of Business

12 Months Ended

Dec. 31, 2023

Organization and Description of Business [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

Jasper Therapeutics, Inc. and its consolidated subsidiary, Jasper Tx Corp. (collectively, “Jasper” or the “Company”), is a clinical-stage biotechnology company focused on developing therapeutics targeting mast cell driven diseases such as Chronic Spontaneous Urticaria and Chronic Inducible Urticaria. The Company also has ongoing programs in diseases where targeting diseased hematopoietic stem cells can provide benefits, such as Lower to Intermediate Risk Myelodysplastic Syndrome, and stem cell transplant conditioning regimens.

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 the Company, formerly known as 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.”

The Company is headquartered in Redwood City, California. The Company is a Delaware corporation and was incorporated in March 2018. In September 2021, the Company completed a merger with Amplitude Healthcare Acquisition Corporation (“AMHC”) and became a public company.

Recent Financing

On February 8, 2024, the Company sold 3,900,000 shares of its common stock in an underwritten offering and received estimated net proceeds of $47.2 million, after deducting underwriting discounts and commissions and other offering expenses.

Liquidity and Going Concern

The Company has incurred significant losses and negative cash flows from operations since its inception. During the years ended December 31, 2023 and 2022, the Company incurred net losses of $64.5 million and $37.7 million, respectively. During the years ended December 31, 2023 and 2022, the Company had negative operating cash flows of $52.1 million and $45.9 million, respectively. As of December 31, 2023, the Company had an accumulated deficit of $169.6 million. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure.

As of December 31, 2023, the Company had cash and cash equivalents of $86.9 million. The Company’s management expects that the existing cash and cash equivalents, together with the total estimated net proceeds of $47.2 million from the underwritten offering that closed in February 2024, will be sufficient to fund the Company’s operating plans for at least twelve months from the issuance date of these consolidated financial statements. The Company will need to raise additional financing to continue its products’ development for the foreseeable future, and expects to continue needing to do so until it becomes profitable. The Company’s management plans to monitor expenses and raise additional capital through a combination of public and private equity, debt financings, strategic alliances, and licensing arrangements. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company may be required to significantly curtail, delay or discontinue one or more of its research or development programs or the commercialization of any product candidate, or be unable to expand its operations or otherwise capitalize on the Company’s business opportunities, as desired, which could materially harm the Company’s business, financial condition and results of operations.

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

Income Taxes (Details) - Schedule of Provision For Income Taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Provision For Income Taxes [Abstract]
Federal tax benefit at statutory rate	$ (13,538)	$ (7,914)
State taxes	1,112	(4,518)
Change in fair value of warrant liability	121	(1,512)
Change in fair value of earnout liability	(4)	(1,202)
Non-deductible expenses	(38)	(108)
Research and development credits	(1,628)	(1,835)
Change in valuation allowance	12,539	16,243
Stock-based compensation	822
Other	614	846
Provision for income taxes

Stock-Based Compensation

12 Months Ended

Dec. 31, 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) 275,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (the “Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 55,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of December 31, 2023, 537,688 shares were reserved for issuance under the 2021 Plan, of which 119,014 shares were available for future grant and 418,674 shares were subject to outstanding options, including performance-based awards. As of December 31, 2023, 18,941 shares have been issued under the ESPP and 111,958 shares were reserved and available for future issuance.

On March 14, 2022, the Compensation Committee of the Board (the “Compensation Committee”) adopted the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”) and on June 2, 2023, the Compensation Committee approved an amendment and restatement of the 2022 Inducement Plan. Under the 2022 Inducement Plan, the Company may grant equity awards to new employees. The only persons eligible to receive grants under the 2022 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. As of December 31, 2023, 550,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 95,685 shares were available for future grant and 454,315 shares were subject to outstanding stock options.

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

Stock 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 incentive stock option (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

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2022		616,897		$	22.51		7.80	$	—
Options granted		603,054		$	15.53
Options exercised		(54,580	)	$	7.10
Options cancelled/forfeited		(124,496	)	$	17.95
Balance, December 31, 2023		1,040,875		$	19.82		8.55	$	237
Vested and expected to vest, December 31, 2023		1,040,875		$	19.82		8.55	$	237
Exercisable, December 31, 2023		324,645		$	20.79		7.33	$	125

The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the years ended December 31, 2023 and 2022 was $0.4 million and $0.1 million, respectively.

The total fair value of options that vested during the years ended December 31, 2023 and 2022 was $3.4 million and $1.8 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $12.82 and $23.76 per share, respectively.

Future stock-based compensation for unvested options as of December 31, 2023 was $9.4 million, which is expected to be recognized over a weighted-average period of 2.83 years, including $0.1 million related to performance-based stock options, which is expected to be recognized over a weighted-average period of 0.25 years.

Performance-based stock options

The following table summarizes the performance-based stock options activity under the 2021 Plan and the 2019 Plan for the year ended December 31, 2023:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2022		46,394		$	14.19		8.06	$	—
Options granted		5,000		$	19.20
Options cancelled/forfeited		(5,000	)	$	19.20
Balance, December 31, 2023		46,394		$	14.19		7.06	$	24
Vested and expected to vest, December 31, 2023		46,394		$	14.19		7.06	$	24
Exercisable, December 31, 2023		31,393		$	7.78		6.46	$	24

Restricted Stock Units (RSUs)

The following table provides a summary of RSUs activity under the 2021 Plan during the year ended December 31, 2023:

	Number of Shares			Weighted Average Grant date Fair Value
Unvested restricted stock units at December 31, 2022		261,729		$	7.91
Granted		5,000		$	15.00
Vested		(238,605	)	$	7.91
Forfeited		(28,124	)	$	9.16
Unvested restricted stock units at December 31, 2023		—		$	—
Outstanding restricted stock units at December 31, 2023		—		$	—

The total fair value of RSUs that vested during the year ended December 31, 2023 was $1.9 million. There was no unamortized stock-based compensation for RSUs as of December 31, 2023.

Employee Stock Purchase Plan

The Company issued 12,999 and 5,942 shares of common stock under the ESPP during the years ended December 31, 2023 and 2022, respectively, and recognized $0.1 million compensation expense related to the ESPP during each of the years ended December 31, 2023 and 2022. Unamortized stock-based compensation for shares issuable under the ESPP as of December 31, 2023 was less than $0.1 million, which is expected to be recognized over a weighted-average period of 0.44 years. The Company recorded less than $0.1 million in accrued expenses and other current liabilities related to contributions withheld as of December 31, 2023.

Stock-Based Compensation Expense

	Year Ended December 31,
	2023		2022
General and administrative	$	3,607	$	2,668
Research and development		1,604		1,423
Total	$	5,211	$	4,091

The Company recognized less than $0.1 million and $0.2 million of stock-based compensation expense related to performance-based options and RSUs during the years ended December 31, 2023 and 2022, respectively.

Valuation of Stock Options

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

	Year Ended December 31,
	2023	2022
Expected term (in years)	5.25 – 6.08	1.00 – 6.08
Expected volatility	103.31% – 112.30%	63.41% – 106.03%
Risk-free interest rate	3.45% – 4.71%	1.40% – 3.62%
Expected dividend yield	—	—

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

Expected Term

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

Expected Volatility

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

Risk-Free Interest Rate

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

Expected Dividend Yield

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

Valuation of ESPP Awards

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

	Year Ended December 31,
	2023	2022
Expected term (in years)	0.50	0.50
Expected volatility	77.80% - 266.24%	75.61% - 78.89%
Risk-free interest rate	5.39% - 5.40%	1.81% - 4.72%
Expected dividend yield	—	—

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (64,465)	$ (37,685)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Cirm Grant (Details) - USD ($)	1 Months Ended	12 Months Ended
Cirm Grant (Details) - USD ($)	Nov. 30, 2020	Dec. 31, 2023
Cirm Grant Disclosure [Abstract]
Research project related cost	$ 2,300,000
Percentage of licensing fees		0.10%
Percentage of converted loan		60.00%
Received from interest rate		25.00%
Received aggregate from CIRM		$ 2,300,000
Cash		700,000
Other receivables milestone		50,000
CIRM [Member]
Cirm Grant Disclosure [Abstract]
Net sales		$ 1,000,000

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Diluted Net Loss per Share Attributable To Common Stockholders - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	1,540,861	1,404,496
Outstanding and issued common stock options [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	1,040,875	616,897
Common Stock Warrants [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	499,986	499,986
Outstanding restricted stock units [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options		261,729
Unvested restricted common stock [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options		25,884

Derivative Financial Instruments

12 Months Ended

Dec. 31, 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 of the 91,102 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 a result, in January 2023, all outstanding Common Stock Warrants for 499,986 shares of common stock met equity classification criteria and were reclassified to equity at the fair value of $0.7 million at the reclassification date.

The Company recognized a loss of $0.6 million and a gain of $7.2 million for the years ended December 31 2023, and 2022, respectively classified within change in fair value of common stock warrant liability in the consolidated statements of operations and comprehensive loss. The Common Stock Warrants’ fair value was $0.2 million as of December 31, 2022. As of December 31, 2023, the Company has 4,999,863 outstanding Common Stock Warrants to purchase an aggregate of 499,986 shares of common stock and recorded in equity.

Contingent Earnout Liability

Upon the closing of the business combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the 105,000 Earnout Shares into escrow, which will be released as follows: (a) 25,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $115.00, (b) 50,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $150.00 and (c) 30,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $180.00 (the “triggering events”).

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

At each of December 31, 2023 and 2022, the estimated fair value of the earnout liability was less than $0.1 million based on a Monte Carlo simulation model. Assumptions used in the valuations as of December 31, 2023 and 2022 are described in Note 3. No triggering event occurred as of each of December 31, 2023 and 2022. The Company recognized a gain of less than $0.1 million and $5.7 million for the years ended December 31, 2023 and 2022, respectively, classified within change in fair value of earnout liability in the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation (Details) - Schedule of RSUs Activity - Restricted Stock Units [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Schedule of RSUs Activity [Abstract]
Number of Shares, Unvested restricted stock units at beginning balance \| shares	261,729
Weighted Average Grant date Fair Value, Unvested restricted stock units at beginning balance \| $ / shares	$ 7.91
Number of Shares, Granted \| shares	5,000
Weighted Average Grant date Fair Value, Granted \| $ / shares	$ 15
Number of Shares, Vested \| shares	(238,605)
Weighted Average Grant date Fair Value, Vested \| $ / shares	$ 7.91
Number of Shares, Forfeited \| shares	(28,124)
Weighted Average Grant date Fair Value, Forfeited \| $ / shares	$ 9.16
Number of Shares, Unvested restricted stock at ending balance \| shares
Weighted Average Grant date Fair Value, Unvested restricted stock units at ending balance \| $ / shares
Number of Shares, Outstanding restricted stock units at ending balance \| shares
Weighted Average Grant date Fair Value, Outstanding restricted stock units at ending balance \| $ / shares

Related Parties (Details) - USD ($) $ in Millions	12 Months Ended
Related Parties (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Related Parties [Abstract]
Consulting service amount	$ 0.3	$ 0.5

Summary of Significant Accounting Policies (Details) - $ / shares	Jan. 31, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant exercise price (in Dollars per share)		$ 4,999,863
Outstanding warrants		499,986
Share purchased		10
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant exercise price (in Dollars per share)		$ 115
Outstanding warrants		499,986
Share purchased		1
Sponsor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Share purchased		105,000
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Assets estimated useful lives		3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Assets estimated useful lives		5 years
Non Voting Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Conversion of shares	91,102
Voting Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Conversion of shares	91,102

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Stock-Based Compensation (Details) [Line Items]
Equity incentive plan, description			The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 275,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (the “Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 55,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of December 31, 2023, 537,688 shares were reserved for issuance under the 2021 Plan, of which 119,014 shares were available for future grant and 418,674 shares were subject to outstanding options, including performance-based awards. As of December 31, 2023, 18,941 shares have been issued under the ESPP and 111,958 shares were reserved and available for future issuance.
Future grant (in Shares)			95,685
Outstanding stock options (in Shares)			454,315
Fair market value of common stock percentage			85.00%
Fair market value percentage			100.00%
Granted percentage			10.00%
Intrinsic value of the options exercised			$ 400	$ 100
Fair value option vested amount			$ 3,400	$ 1,800
Weighted-average grant date fair value price (in Dollars per share)			$ 12.82	$ 23.76
Future stock-based compensation for unvested options (in Shares)			9,400,000
Recognized over a weighted-average period			2 years 9 months 29 days
Unamortized stock-based compensation for granted options			$ 100
Released shares of common stock, (in Shares)			12,999	5,942
Recognized compensation expense			$ 100	$ 100
Accrued expenses and other current liabilities			$ 100
Stock-based compensation expense	$ 5,211	$ 4,091
Dividend yield expected			0.00%
2022 Inducement Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Reserved share issuance (in Shares)			550,000
Fair market value of common stock percentage			110.00%
Performance-Based Stock Options [Member]
Stock-Based Compensation (Details) [Line Items]
Recognized over a weighted-average period			3 months
Unamortized stock-based compensation for granted options			$ 100
ESPP [Member]
Stock-Based Compensation (Details) [Line Items]
Recognized over a weighted-average period			5 months 8 days
Unamortized stock-based compensation			$ 100
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Stock-based compensation expense			$ 100	$ 200

Related Parties

12 Months Ended

Dec. 31, 2023

Related Parties [Abstract]

RELATED PARTIES

NOTE 14. 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 $0.3 million and $0.5 million for the founders’ advisory and consulting services performed for the years ended December 31, 2023 and 2022, respectively. These expenses were recorded as research and development expenses in the consolidated statements of operations and comprehensive loss. Also, the Company’s Licensed Technology from Stanford (see Note 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

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 86,887	$ 38,250
Other receivables		663
Prepaid expenses and other current assets	2,051	2,818
Total current assets	88,938	41,731
Property and equipment, net	2,727	3,568
Operating lease right-of-use assets	1,467	1,886
Restricted cash	417	417
Other non-current assets	1,343	759
Total assets	94,892	48,361
Current liabilities:
Accounts payable	4,149	1,768
Current portion of operating lease liabilities	972	865
Accrued expenses and other current liabilities	7,253	4,432
Total current liabilities	12,374	7,065
Non-current portion of operating lease liabilities	1,814	2,786
Common stock warrant liability		150
Earnout liability		18
Other non-current liabilities	2,264	2,353
Total liabilities	16,452	12,372
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at December 31, 2023 and 2022; none issued and outstanding at December 31, 2023 and 2022
Common stock: $0.0001 par value — 492,000,000 shares authorized at December 31, 2023 and 2022, respectively; 11,163,896 and 3,804,427 shares issued and outstanding at December 31, 2023 and 2022, respectively	1
Additional paid-in capital	248,039	141,124
Accumulated deficit	(169,600)	(105,135)
Total stockholders’ equity	78,440	35,989
Total liabilities and stockholders’ equity	$ 94,892	$ 48,361

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Feb. 26, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s Definitive Proxy Statement relating to the 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Information [Line Items]
Entity Registrant Name	JASPER THERAPEUTICS, INC.
Entity Central Index Key	0001788028
Entity File Number	001-39138
Entity Tax Identification Number	84-2984849
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 110.5
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	2200 Bridge Pkwy
Entity Address, Address Line Two	Suite #102
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
Entity Phone Fax Numbers [Line Items]
City Area Code	(650)
Local Phone Number	549-1400
Voting Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	JSPR
Security Exchange Name	NASDAQ
Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00
Trading Symbol	JSPRW
Security Exchange Name	NASDAQ
Voting Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		15,063,896
Nonvoting Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		0

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Measured on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Financial assets
Total fair value of assets	$ 85,887	$ 37,250
Financial liabilities
Common stock warrant liability		150
Earnout liability		18
Total fair value of financial liabilities		168
Money Market Funds [Member]
Financial assets
Money market funds	85,887	37,250
Level 1 [Member]
Financial assets
Total fair value of assets	85,887	37,250
Financial liabilities
Common stock warrant liability		150
Earnout liability
Total fair value of financial liabilities		150
Level 1 [Member] \| Money Market Funds [Member]
Financial assets
Money market funds	85,887	37,250
Level 2 [Member]
Financial assets
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability
Total fair value of financial liabilities
Level 2 [Member] \| Money Market Funds [Member]
Financial assets
Money market funds
Level 3 [Member]
Financial assets
Total fair value of assets
Financial liabilities
Common stock warrant liability
Earnout liability		18
Total fair value of financial liabilities		18
Level 3 [Member] \| Money Market Funds [Member]
Financial assets
Money market funds

Consolidated Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Consolidated Balance Sheet Components [Abstract]

CONSOLIDATED BALANCE SHEET COMPONENTS

NOTE 4. CONSOLIDATED BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets

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

	December 31,
	2023		2022
Prepaid insurance	$	877	$	1,362
Research and development prepaid expenses		615		842
Payroll tax credit receivable		250		250
Other prepaid expenses and current assets		244		246
Other		65		118
Total	$	2,051	$	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):

	December 31,
	2023			2022
Leasehold improvements	$	2,477		$	2,477
Lab equipment		1,973			1,706
Office furniture & fixtures		502			502
Computer equipment		145			145
Capitalized software		90			90
Property and equipment, gross		5,187			4,920
Less: accumulated depreciation and amortization		(2,460	)		(1,352	)
Property and equipment, net	$	2,727		$	3,568

Depreciation and amortization expense for the years ended December 31, 2023 and 2022 was $1.1 million and $1.0 million, respectively.

Accrued expenses and other current liabilities

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

	December 31,
	2023		2022
Research and development accrued expenses	$	5,169	$	2,651
Accrued employee and related compensation expenses		1,767		1,587
Other		317		194
Total	$	7,253	$	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):

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

Common Stock (Details) - USD ($) $ in Millions				1 Months Ended			12 Months Ended
Common Stock (Details) - USD ($) $ in Millions	May 05, 2023	Jan. 31, 2023	Nov. 10, 2022	Feb. 29, 2024	Jan. 31, 2023	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Common Stock [Line Items]
Common stock, shares authorized							492,000,000	492,000,000
Preferred stock shares authorized							10,000,000	10,000,000
Voting common stock							11,163,896	3,804,427
Common stock, shares outstanding							11,163,896	3,804,427
Preferred stock, shares issued
Preferred stock, shares outstanding
Voting Common Stock Percent							9.90%
Sale of securities (in Dollars)						$ 150.0
Aggregate offering price (in Dollars)	$ 75.0		$ 15.5
Net proceeds (in Dollars)					$ 4.5		$ 0.1
Available offering amount (in Dollars)							175.0
Offering cost (in Dollars)							75.0
Sale of stock					900,000
Purchase of shares					900,000
Net proceeds (in Dollars)		$ 97.0			$ 97.0
Remained available (in Dollars)							75.0
Underwriting commitments (in Dollars)
Over-Allotment Option [Member]
Common Stock [Line Items]
Remained available (in Dollars)							$ 175.0
Voting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares authorized							490,000,000
Conversion of shares		91,102
Nonvoting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares authorized							2,000,000
Non Voting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares outstanding
Conversion of shares		91,102
Common Stock [Member]
Common Stock [Line Items]
Common stock, shares outstanding								4,999,863
Sale of securities (in Dollars)							$ 250.0
Aggregate shares					233,747
Sale of stock					6,900,000
Subsequent Event [Member]
Common Stock [Line Items]
Net proceeds (in Dollars)				$ 47.2
Net proceeds (in Dollars)				$ 47.2
Underwriting agreement shares of common stock				3,900,000
Underwriting commitments (in Dollars)				$ 124.5

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements [Abstract]

Schedule of Financial Assets and Liabilities Measured on a Recurring Basis

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

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	85,887	$	—	$	—	$	85,887
Total fair value of assets	$	85,887	$	—	$	—	$	85,887

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

	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

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 December 31, 2021	$	5,743
Change in the fair value included in other income		(5,725	)
Fair Value as of December 31, 2022	$	18

Fair Value as of December 31, 2022	$	18
Change in the fair value included in other income		(18	)
Fair Value as of December 31, 2023	$	—

Schedule of Fair Value Measurements

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at December 31, 2023:

		Fair value (in thousands)	Valuation methodology	Significant unobservable input
Earnout liability	$	—	Monte Carlo Simulation	Common stock price	$	7.9
				Expected term (in years)		0.73
				Expected volatility		94.0	%
				Risk-free interest rate		4.92	%

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	18	Monte Carlo Simulation	Common stock price	$	4.8
				Expected term (in years)		1.73
				Expected volatility		105.0	%
				Risk-free interest rate		4.40	%

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 136,968	$ (67,450)	$ 69,518
Balance (in Shares) at Dec. 31, 2021	3,785,383
Issuance of common stock upon exercise of stock options		27		27
Issuance of common stock upon exercise of stock options (in Shares)	3,727
Issuance of common stock upon exercise of common stock warrants
Issuance of common stock upon exercise of common stock warrants (in Shares)	2
Issuance of common stock pursuant to Employee Stock Purchase Plan		28		28
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	5,942
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	9,373
Vesting of founders’ restricted stock		10		10
Stock-based compensation expense		4,091		4,091
Net loss			(37,685)	(37,685)
Balance at Dec. 31, 2022		141,124	(105,135)	35,989
Balance (in Shares) at Dec. 31, 2022	3,804,427
Issuance of common stock upon exercise of stock options		388		388
Issuance of common stock upon exercise of stock options (in Shares)	54,580
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $6.6 million	$ 1	96,969		96,970
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $6.6 million (in Shares)	6,900,000
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)	233,747
Reclassification of common stock warrants from liability to equity		725		725
Shares withheld for taxes		(960)		(960)
Shares withheld for taxes (in Shares)	(80,462)
Issuance of common stock pursuant to Employee Stock Purchase Plan		64		64
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	12,999
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	238,605
Vesting of founders’ restricted stock		9		9
Stock-based compensation expense		5,211		5,211
Net loss			(64,465)	(64,465)
Balance at Dec. 31, 2023	$ 1	$ 248,039	$ (169,600)	$ 78,440
Balance (in Shares) at Dec. 31, 2023	11,163,896

Fair Value Measurements

12 Months Ended

Dec. 31, 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. Level 1 securities consist of highly liquid money market funds. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy.

Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. The Company had no financial instruments classified at Level 2 as of December 31, 2023 and 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 derivative tranche liability, which was extinguished in February 2021, and earnout liability, which was recognized in connection with the business combination in September 2021.

During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at estimated fair value using Level 3 inputs. There were no transfers within the hierarchy during the years ended December 31, 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):

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	85,887	$	—	$	—	$	85,887
Total fair value of assets	$	85,887	$	—	$	—	$	85,887

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

	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 December 31, 2021	$	5,743
Change in the fair value included in other income		(5,725	)
Fair Value as of December 31, 2022	$	18

Fair Value as of December 31, 2022	$	18
Change in the fair value included in other income		(18	)
Fair Value as of December 31, 2023	$	—

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.

As of December 31, 2023, the fair value of the earnout liability was minimal. The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at December 31, 2023:

		Fair value (in thousands)	Valuation methodology	Significant unobservable input
Earnout liability	$	—	Monte Carlo Simulation	Common stock price	$	7.9
				Expected term (in years)		0.73
				Expected volatility		94.0	%
				Risk-free interest rate		4.92	%

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	18	Monte Carlo Simulation	Common stock price	$	4.8
				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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Reconciliation of Cash and Restricted Cash

	December 31,
	2023		2022
Cash and cash equivalents	$	86,887	$	38,250
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	87,304	$	38,667

Income Taxes (Details) - USD ($) $ in Thousands			12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 24, 2021	Nov. 21, 2019	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Increase of valuation allowance			$ 12,500	$ 16,200
Amount of credit carryforwards			3,800
Reduce future taxable income			3,200
Net operating loss	$ 2,900	$ 2,900	(68,861)	$ (51,196)
Net operating loss deferred tax assets			$ 600

Significant Agreements (Details)	12 Months Ended
Significant Agreements (Details)	Dec. 31, 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

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Consolidated Balance Sheet Components [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

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

	December 31,
	2023		2022
Prepaid insurance	$	877	$	1,362
Research and development prepaid expenses		615		842
Payroll tax credit receivable		250		250
Other prepaid expenses and current assets		244		246
Other		65		118
Total	$	2,051	$	2,818

Schedule of Property and Equipment

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

	December 31,
	2023			2022
Leasehold improvements	$	2,477		$	2,477
Lab equipment		1,973			1,706
Office furniture & fixtures		502			502
Computer equipment		145			145
Capitalized software		90			90
Property and equipment, gross		5,187			4,920
Less: accumulated depreciation and amortization		(2,460	)		(1,352	)
Property and equipment, net	$	2,727		$	3,568

Schedule of Accrued Expenses and Other Current Liabilities

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

	December 31,
	2023		2022
Research and development accrued expenses	$	5,169	$	2,651
Accrued employee and related compensation expenses		1,767		1,587
Other		317		194
Total	$	7,253	$	4,432

Schedule of Other Non-Current Liabilities

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

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

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 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):

	Year Ended December 31,
	2023			2022
Numerator:
Net loss attributable to common stockholders	$	(64,465	)	$	(37,685	)
Denominator:
Weighted average common shares outstanding		10,551,290			3,793,375
Less: Weighted-average unvested restricted shares		(7,256	)		(40,235	)
Less: Shares subject to earnout		(105,000	)		(105,000	)
Weighted average shares used to compute basic and diluted net loss per share		10,439,034			3,648,140

Net loss per share attributable to common stockholders – basic and diluted	$	(6.18	)	$	(10.33	)

	December 31,
	2023		2022
Outstanding and issued common stock options		1,040,875		616,897
Shares issuable upon exercise of common stock warrants		499,986		499,986
Outstanding RSUs		—		261,729
Unvested restricted common stock		—		25,884
Total		1,540,861		1,404,496

Derivative Financial Instruments (Details) - USD ($)	12 Months Ended
Derivative Financial Instruments (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Derivative Financial Instruments (Details) [Line Items]
Expire date	Sep. 24, 2026
Non voting common stock (in Shares)	91,102
Warrants outstanding (in Shares)	499,986
Fair value equity	$ 700,000
Recognized gain (loss)	$ 600,000	$ 7,200,000
Fair value of common stock		$ 200,000
Outstanding common stock warrants (in Shares)	11,163,896	3,804,427
Common stock warrants outstading		$ 150,000
Estimated fair value	100,000	100,000
Fair value of earnout liability	(18,000)	$ (5,725,000)
Common Stock [Member]
Derivative Financial Instruments (Details) [Line Items]
Outstanding common stock warrants (in Shares)		4,999,863
Common stock warrants outstading	499,986
Monte Carlo valuation model [Member]
Derivative Financial Instruments (Details) [Line Items]
Fair value of earnout liability	$ 100,000
Business Combination [Member]
Derivative Financial Instruments (Details) [Line Items]
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 105,000 Earnout Shares into escrow, which will be released as follows: (a) 25,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $115.00, (b) 50,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $150.00 and (c) 30,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $180.00 (the “triggering events”).

Commitments and Contingencies (Details) - Schedule of Components of Lease Costs - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease cost
Operating lease cost	$ 672	$ 622
Short-term lease cost	2	129
Total lease cost	$ 674	$ 751

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Schedule of Components of Lease Costs

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

	Year ended December 31,
	2023		2022
Lease cost
Operating lease cost	$	672	$	622
Short-term lease cost		2		129
Total lease cost	$	674	$	751

Schedule of Operating Leases

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

	Year ended December 31,
	2023			2022

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	1,119		$	870
Weighted average remaining lease term (years)		2.6			3.6
Weighted average discount rate		8.00	%		8.00	%

Schedule of Operating Lease Liabilities Showing the Aggregate Lease Payments

The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of December 31, 2023 (in thousands):

	Amount
Year ending December 31,
2024	$	1,153
2025		1,187
2026		740
Total undiscounted lease payments		3,080
Less imputed interest		(294	)
Total discounted lease payments		2,786
Less current portion of lease liability		(972	)
Noncurrent portion of lease liability	$	1,814

Consolidated Balance Sheet Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Consolidated Balance Sheet Components [Abstract]
Depreciation and amortization expense	$ 1,108	$ 975

Common Stock (Tables)

12 Months Ended

Dec. 31, 2023

Common Stock [Abstract]

Schedule of Common Stock Reserved For Future Issuance

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

	December 31,
	2023		2022
Outstanding and issued common stock options		1,040,875		616,897
Shares issuable upon exercise of common stock warrants		499,986		499,986
Outstanding restricted stock units		—		261,729
Shares available for grant under 2021 Equity Incentive Plan		119,014		138,388
Shares available for grant under 2022 Inducement Equity Incentive Plan		95,685		129,568
Shares available for grant under 2021 Employee Stock Purchase Plan		111,958		86,913
Total shares of common stock reserved		1,867,518		1,733,481

Commitments and Contingencies (Details)	1 Months Ended						12 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2023 USD ($)	Jul. 22, 2022 USD ($)	Mar. 31, 2022 USD ($)	Feb. 28, 2022 USD ($)	Jan. 31, 2022 ft²	Aug. 31, 2020 ft²	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Commitments and Contingencies (Details) [Line Items]
Rentable square feet (in Square Feet) \| ft²					5,611	7,781
Lessor amount		$ 400,000
Tenant improvements allowance							$ 1,500,000
Additional allowance							$ 400,000
leasehold improvements allowance								$ 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				$ 300,000			9,000,000
Amount paid							$ 300,000
License maintenance fee	$ 25,000		$ 25,000
Lease Term [Member]
Commitments and Contingencies (Details) [Line Items]
Interest rate percentage							9.00%

Fair Value Measurements (Details) - Schedule of Fair Value Measurements - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Fair Value Measurements [Abstract]
Fair value (in Dollars)		$ 18
Valuation methodology	Monte Carlo Simulation	Monte Carlo Simulation
Common stock price (in Dollars per share)	$ 7.9	$ 4.8
Expected term	8 months 23 days	1 year 8 months 23 days
Expected volatility	94.00%	105.00%
Risk-free interest rate	4.92%	4.40%

Income Taxes (Details) - Schedule of Net Deferred Tax Assets (Liabilities) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Accrued expenses and other	$ 477	$ 1,281
Intangibles	313	484
Net operating losses	25,146	20,669
Research and development credits	4,873	3,245
Stock-based compensation	676	985
Lease liability	585	1,090
Section 195 start-up amortization	229	351
Fixed assets		99
Capitalized section 174	14,308	6,284
Other	346
Total deferred tax assets	46,953	34,488
Valuation allowance	(46,465)	(33,925)
Total net deferred tax assets	488	563
Deferred tax liabilities:
Right-of-use asset	(308)	(563)
Fixed assets	(180)
Total deferred tax liabilities	(488)	(563)
Net deferred tax assets