0001213900-24-067897 | 10-Q | XBRL Viewer

Common Stock (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Common Stock Reserved for Future Issuance

As of June 30, 2024 and December 31, 2023, the Company had common stock reserved for future issuance as follows:

	June 30, 2024		December 31, 2023
Outstanding and issued common stock options		1,543,752		1,040,875
Shares issuable upon exercise of common stock warrants		499,986		499,986
Shares available for grant under Equity Incentive Plans		1,880,221		119,014
Shares available for grant under Employee Stock Purchase Plans		1,000,000		111,958
Shares available for grant under 2022 Inducement Equity Incentive Plan		15,885		95,685
Total shares of common stock reserved		4,939,844		1,867,518

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 3. FAIR VALUE MEASUREMENTS

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

●

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

●

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

●

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

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

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

The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. Level 1 securities consist of highly liquid money market funds. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy.

Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. The Company had no financial instruments classified at Level 2 as of June 30, 2024 and December 31, 2023.

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

During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at estimated fair value using Level 3 inputs. There were no transfers within the hierarchy during the three and six months ended June 30, 2024 and 2023.

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

	June 30, 2024
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	105,819	$	—	$	—	$	105,819
Total fair value of assets	$	105,819	$	—	$	—	$	105,819

Financial liabilities
Earnout liability	$	—	$	—	$	20	$	20
Total fair value of financial liabilities	$	—	$	—	$	20	$	20

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

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

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

	Earnout Liability
Fair Value as of December 31, 2022	$	18
Change in the fair value included in other expense		764
Fair Value as of March 31, 2023	$	782
Change in the fair value included in other income		(420	)
Fair Value as of June 30, 2023	$	362

Fair Value as of December 31, 2023	$	—
Change in the fair value included in other expense		20
Fair Value as of March 31, 2024	$	20
Change in the fair value included in other expense		—
Fair Value as of June 30, 2024	$	20

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

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at June 30, 2024:

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	20	Monte Carlo Simulation	Common stock price	$	29.36
				Expected term (in years)		0.23
				Expected volatility		89.0	%
				Risk-free interest rate		5.25	%

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

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	—	Monte Carlo Simulation	Common stock price	$	7.89
				Expected term (in years)		0.73
				Expected volatility		94.0	%
				Risk-free interest rate		4.92	%

- 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.

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+ Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	JASPER THERAPEUTICS, INC.
Entity Central Index Key	0001788028
Entity File Number	001-39138
Entity Tax Identification Number	84-2984849
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	2200 Bridge Pkwy
Entity Address, Address Line Two	Suite #102
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
Entity Phone Fax Numbers [Line Items]
City Area Code	(650)
Local Phone Number	549-1400
Voting Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	JSPR
Security Exchange Name	NASDAQ
Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00
Trading Symbol	JSPRW
Security Exchange Name	NASDAQ
Voting Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		15,105,300
Nonvoting Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		0

Significant Agreements (Details) - USD ($)			6 Months Ended
Significant Agreements (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024
Significant Agreements [Line Items]
Commercial sales milestone payments			$ 9,000,000
License maintenance fee	$ 35,000	$ 25,000
First and Second Year [Member]
Significant Agreements [Line Items]
Commercial sale			25,000
Third and Fourth Year [Member]
Significant Agreements [Line Items]
Commercial sale			35,000
Anniversary Ending [Member]
Significant Agreements [Line Items]
Commercial sale			$ 50,000

Cirm Grant (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
Cirm Grant (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Jun. 30, 2024	Dec. 31, 2023
Cirm Grant [Line Items]
Research project related cost	$ 2,300
Percentage of licensing fees		0.10%
Percentage of converted loan		60.00%
Received from interest rate		25.00%
Received aggregate from CIRM		$ 2,300
Cash			$ 700
Other receivables milestone		50,000
CIRM [Member]
Cirm Grant [Line Items]
Net sales		$ 1,000

Cirm Grant

6 Months Ended

Jun. 30, 2024

Cirm Grant [Abstract]

CIRM GRANT

NOTE 5. CIRM GRANT

In November 2020, California Institute for Regenerative Medicine (“CIRM”) awarded the Company $2.3 million in support of the research project related to a monoclonal antibody that depletes blood stem cells and enables chemotherapy-free transplants. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s clinical trials. CIRM could permanently cease disbursements if milestones are not met within four months of the scheduled completion date. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net sales of CIRM-funded product candidates or CIRM-funded technology per $1.0 million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus 25% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. In the absence of explicit U.S. GAAP guidance on contributions received by business entities from government entities, the Company has applied to the CIRM grant the recognition and measurement guidance in Accounting Standards Codification Topic 958-605 by analogy. The Company has received an aggregate of $2.3 million from CIRM through June 30, 2024, of which $0.7 million was received during the year ended December 31, 2023. As of June 30, 2024, $50,000 is available for future distribution to the Company under the grant upon the achievement of a future milestone.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

Operating Leases

As of June 30, 2024, the Company leased approximately 13,400 square feet of laboratory and office space in Redwood City, California, under an operating lease that expires in August 2026.

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

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

	Six Months Ended June 30,
	2024		2023
Lease cost
Operating lease cost	$	336	$	336
Short-term lease cost		1		1
Total lease cost	$	337	$	337

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

	Six Months Ended June 30,
	2024			2023

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	569		$	553
Weighted average remaining lease term (years)		2.11			3.11
Weighted average discount rate		8.00	%		8.00	%

The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of June 30, 2024 (in thousands):

	Amount
Year ending December 31,
2024 (remainder of the year)	$	583
2025		1,187
2026		740
Total undiscounted lease payments		2,510
Less imputed interest		(194	)
Total discounted lease payments		2,316
Less current portion of lease liability		(1,029	)
Noncurrent portion of lease liability	$	1,287

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 June 30, 2024, the Company has not yet exercised the Fanconi Anemia Option.

As consideration for the services performed by Stanford under this sponsored research agreement, the Company agreed to pay Stanford a total of $0.9 million over approximately three years upon the achievement of development and clinical milestones, including the FDA filings and patient enrollment. The first milestone in the amount of $0.3 million was achieved in 2020, the second milestone in the amount of $0.3 million was achieved in February 2022 and the third and final milestone in the amount of $0.3 million was achieved in July 2023. Each milestone was recognized as a research and development expense in the condensed consolidated statements of operations and comprehensive loss in the period in which the milestone was achieved.

License Agreements

In March 2021, the Company entered into the Stanford License Agreement (Note 6), which was amended in July 2023, pursuant to which the Company is required to pay annual license maintenance fees, clinical development and commercial sales milestone payments of up to an aggregate of $9.0 million, and low single-digit royalties on net sales of licensed products. All products were in development as of June 30, 2024, and no royalties were due as of such date. The Company paid $35,000 and $25,000 license maintenance fee in March 2024 and 2023, respectively, and recognized this as a research and development expense in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023, respectively. No expenses were recognized for each of the three months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, no milestones were probable to be achieved and payable.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the six months ended June 30, 2024 and 2023, and, to the best of its knowledge, no material legal proceedings are currently pending.

Guarantees and Indemnifications

In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of June 30, 2024 and December 31, 2023, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 5, 2024. The information as of December 31, 2023, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial statements. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any other interim period or for any other future year.

Reverse Stock Split

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

Use of Estimates

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

Cash, Cash Equivalents, and Restricted Cash

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

	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	106,819	$	86,887
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	107,236	$	87,304

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

Concentrations of Credit Risk and Other Risks and Uncertainties

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

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

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

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. For performance stock units that are based on market conditions the estimated fair values of the awards are measured based on Monte Carlo simulation as of the grant date and is recorded over the vesting period derived from the simulation under the graded-vesting attribution method.

Segment Reporting

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

Recent Accounting Pronouncements Not Yet Adopted

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

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

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2024

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

	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	106,819	$	86,887
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	107,236	$	87,304

Concentrations of Credit Risk and Other Risks and Uncertainties

Concentrations of Credit Risk and Other Risks and Uncertainties

Stock-Based Compensation

Stock-Based Compensation

Segment Reporting

Segment Reporting

Recent Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements Not Yet Adopted

- Definition

Disclosure of accounting policy for segment reporting.

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- Definition

Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.

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Net Loss per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (14,583)	$ (16,080)	$ (28,311)	$ (30,340)
Denominator:
Weighted average common shares outstanding	15,091,367	11,034,035	14,265,634	9,977,404
Less: Weighted-average unvested restricted shares		(7,796)		(12,012)
Less: Shares subject to earnout	(105,000)	(105,000)	(105,000)	(105,000)
Weighted average shares used to compute basic net loss per share	14,986,367	10,921,239	14,160,634	9,860,392
Net loss per share attributable to common stockholders – basic (in Dollars per share)	$ (0.97)	$ (1.47)	$ (2)	$ (3.08)

- Definition

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

+ References

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- Definition

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

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+ Details

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Research and development accrued expenses	$ 3,998	$ 5,169
Accrued employee and related compensation expenses	1,610	1,767
Other	447	317
Total	$ 6,055	$ 7,253

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net loss per share attributable to common stockholders, diluted	$ (0.97)	$ (1.47)	$ (2.00)	$ (3.08)
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	14,986,367	10,921,239	14,160,634	9,860,392

- 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

+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of Cash and Restricted Cash - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Schedule of Reconciliation of Cash and Restricted Cash [Abstract]
Cash and cash equivalents	$ 106,819	$ 86,887
Restricted cash	417	417
Total cash, cash equivalents and restricted cash	$ 107,236	$ 87,304	$ 116,229	$ 38,667

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Other Non-Current Liabilities - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Other Non-Current Liabilities [Line Items]
Total other non-current liabilities	$ 2,264	$ 2,264
CIRM grant liability [Member]
Schedule of Other Non-Current Liabilities [Line Items]
Total other non-current liabilities	$ 2,264	$ 2,264

Common Stock (Details) - USD ($) $ in Millions					1 Months Ended	6 Months Ended
Common Stock (Details) - USD ($) $ in Millions	Feb. 29, 2024	May 05, 2023	Jan. 31, 2023	Nov. 10, 2022	Jan. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Common Stock [Line Items]
Common stock, shares authorized						492,000,000		492,000,000
Preferred stock shares authorized						10,000,000		10,000,000
Voting common stock						15,105,300		11,163,896
Common stock, shares outstanding						15,105,300		11,163,896
Preferred stock, shares issued
Preferred stock, shares outstanding
Voting common stock percentage						9.90%
Aggregate offering price (in Dollars)		$ 75.0		$ 15.5
Net proceeds (in Dollars)						$ 3.3	$ 6.6
Remained available (in Dollars)						75.0
Sale of stock			900,000
Purchase of shares			900,000
Net proceeds (in Dollars)			$ 96.9
Underwriting agreement shares of common stock	3,900,000
Net proceeds (in Dollars)						47.2
Available offering amount (in Dollars)						124.5
Shelf Registration Statement [Member]
Common Stock [Line Items]
Sale of securities (in Dollars)						$ 150.0
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]
Sale of securities (in Dollars)						$ 250.0
Aggregate shares					233,747
Net proceeds (in Dollars)					$ 4.5
Sale of stock			6,900,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows used in operating activities
Net loss	$ (28,311)	$ (30,340)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	587	549
Non-cash lease expense	236	201
Stock-based compensation expense	2,651	2,658
Change in fair value of common stock warrant liability		575
Change in fair value of earnout liability	20	344
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	190	63
Other receivables		663
Other non-current assets	180	314
Accounts payable	(1,301)	(187)
Accrued expenses and other current liabilities	(1,198)	2,002
Operating lease liability	(470)	(417)
Other non-current liabilities		(32)
Net cash used in operating activities	(27,416)	(23,607)
Cash flows used in investing activities
Purchases of property and equipment	(182)	(37)
Net cash used in investing activities	(182)	(37)
Cash flows provided by financing activities
Proceeds from issuance of common stock through ATM and underwritten offerings, net	47,195	101,479
Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan	45	36
Taxes withheld and paid related to net share settlement of equity awards		(661)
Proceeds from exercise of common stock options	290	352
Net cash provided by financing activities	47,530	101,206
Net increase in cash, cash equivalents and restricted cash	19,932	77,562
Cash, cash equivalents and restricted cash at beginning of the period	87,304	38,667
Cash, cash equivalents and restricted cash at end of the period	107,236	116,229
Supplemental and non-cash items reconciliations:
Unpaid property and equipment included in accounts payable	116
Reclassification of common stock warrant liability into additional paid-in capital		725
Unpaid offerings issuance costs included in accrued expenses and other current liabilities		40
Vesting of founders’ restricted stock		$ 7

Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Valuation of Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)				6 months
Expected volatility				266.24%
Risk-free interest rate				5.39%
Expected dividend yield
Minimum [Member] \| Valuation of Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	5 years 6 months	5 years 5 months 8 days	5 years 6 months	5 years 3 months
Expected volatility	116.56%	103.31%	112.09%	103.31%
Risk-free interest rate	4.23%	3.49%	3.93%	3.45%
Maximum [Member] \| Valuation of Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days	6 years 29 days	6 years 29 days
Expected volatility	117.93%	108.98%	117.93%	108.98%
Risk-free interest rate	4.50%	4.05%	4.50%	4.25%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

NOTE 10. STOCK-BASED COMPENSATION

On June 6, 2024, the Company’s 2024 Equity Incentive Plan (“2024 Plan”) and the 2024 Employee Stock Purchase Plan (“2024 ESPP”) were approved by its stockholders and became effective, superseding and replacing the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), respectively. No further awards or purchase rights will be granted under the 2021 Plan or the 2021 ESPP.

Under the 2024 Plan, the Company can grant incentive stock options, nonstatutory stock options, restricted stock awards, stock appreciation rights, restricted stock units (“RSUs”), performance restricted stock units (“PSUs”), and other stock-based awards to employees, directors, and consultants. Under the 2024 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.

On March 14, 2022, the 2022 Inducement Equity Incentive Plan became effective and it was amended on June 2, 2023 to increase the maximum number of shares available for grant thereunder (as amended, the “2022 Inducement Plan”). Under the 2022 Inducement Plan, the Company may 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.

Stock options under the 2024 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.

As of June 30, 2024, 2,764,111 shares were reserved for issuance under the 2024 Plan, of which 1,880,221 shares were available for future grant and 883,890 shares were subject to outstanding awards including performance-based awards. As of June 30, 2024, 29,802 shares have been issued under the 2021 ESPP and 1,000,000 shares were reserved and available for future issuance under the 2024 ESPP. As of June 30, 2024, 550,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 15,885 shares were available for future grant and 534,115 shares were subject to outstanding stock options.

Stock Option Activity

The following table summarizes the stock option activities, including performance-based stock options, under the 2024 Plan, 2021 Plan, the 2022 Inducement Plan and the Company’s 2019 Equity Incentive Plan for the six months ended June 30, 2024:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2023		1,040,875		$	19.82		8.55	$	237
Options granted		590,517		$	19.69
Options exercised		(30,543	)	$	9.52
Options cancelled/forfeited		(57,097	)	$	25.59
Balance, June 30, 2024		1,543,752		$	19.76		8.63	$	8,091
Vested and expected to vest, June 30, 2024		1,543,752		$	19.76		8.63	$	8,091
Exercisable, June 30, 2024		452,181		$	20.88		7.27	$	2,840

The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the three and six months ended June 30, 2024 was $0.1 million and $0.5 million, respectively, and during each of the three and six months ended June 30, 2023 was $0.4 million.

The total fair value of options that vested during the six months ended June 30, 2024 and 2023 was $3.2 million and $2.1 million, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2024 and 2023 was $16.88 and $14.45 per share, respectively.

Unrecognized stock-based compensation for stock options as of June 30, 2024 was $16.0 million, which is expected to be recognized over a weighted-average period of 3.0 years, including less than $0.1 million related to performance-based stock options, which is expected to be recognized over a weighted-average period of 0.5 years.

Performance-Based Stock Options

The following table summarizes the performance-based stock options activity under the 2024 Plan and 2021 Plan for the six months ended June 30, 2024:

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2023		46,394	$	14.19		7.06	$	24
Options granted		—	$
Options cancelled/forfeited		—	$
Balance, June 30, 2024		46,394	$	14.19		6.56	$	478
Vested and expected to vest, June 30, 2024		46,394	$	14.19		6.56	$	478
Exercisable, June 30, 2024		31,393	$	7.78		5.96	$	478

Restricted Stock Units (RSUs)

As of December 31, 2023 the Company had no unvested outstanding RSUs and no RSUs were granted during the six months ended June 30, 2024.

Performance Restricted Stock Units (PSUs)

The following table provides a summary of PSU activity under the 2024 Plan during the six months ended June 30, 2024:

	Number of Share		Weighted- Average Grant Date Fair Value
Unvested performance-based restricted stock units at December 31, 2023		—	$	—
Granted		20,000	$	21.90
Unvested performance-based restricted stock units at June 30, 2024		20,000	$	21.90
Outstanding performance-based restricted stock units at June 30, 2024		20,000	$	21.90

In June 2024, the Company granted PSUs for 20,000 shares that will vest in full if the closing price of the Company’s common stock on the Nasdaq Capital Market reaches or exceeds $35.00 per share (subject to adjustment for recapitalizations, stock splits and similar transactions) for thirty consecutive calendar days within two years from the grant date. If the vesting condition is not met within two years from the grant date, the PSUs will be forfeited. The Company concluded that issued PSUs are equity-based awards and include a market based vesting condition. The Company used a Monte Carlo simulation model to estimate the fair value of the PSUs with the following assumptions: common stock fair value of $23.95, which was the closing market price of the Company’s common stock at the grant date, volatility of 133.00%, risk free rate of 4.87%, vesting term of 2.0 years. Total estimated fair value of $0.4 million is recognized as stock-based compensation expense over the 0.4 years, the implied requisite service period from the grant date.

Employee Stock Purchase Plan

The Company issued 10,861 shares and 6,498 shares of common stock under the 2021 ESPP during the three and six months ended June 30, 2024 and 2023, respectively and recognized less than $0.1 million compensation expense related to the 2021 ESPP during each of the three and six months ended June 30, 2024 and 2023. The Company did not issue any shares of common stock under the 2024 ESPP during the three and six months ended June 30, 2024 and 2023 and did not recognize any compensation expense related to the 2024 ESPP during each of the three and six months ended June 30, 2024 and 2023. There was no unamortized stock-based compensation for shares issuable under the 2021 ESPP and 2024 ESPP as of June 30, 2024. The Company did not record any accrued expenses and other current liabilities related to contributions withheld as of June 30, 2024.

Stock-Based Compensation Expense

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
General and administrative	$	1,009	$	900	$	1,829	$	1,699
Research and development		473		491		822		959
	$	1,482	$	1,391	$	2,651	$	2,658

The Company recognized less than $0.1 million of stock-based compensation expense related to performance-based options, PSUs and RSUs during each of the three and six months ended June 30, 2024 and 2023.

Valuation of Stock Options

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Expected term (in years)	5.50-6.08	5.44-6.08	5.50-6.08	5.25-6.08
Expected volatility	116.56%-117.93%	103.31%-108.98%	112.09%-117.93%	103.31%-108.98%
Risk-free interest rate	4.23%-4.50%	3.49% - 4.05%	3.93%-4.50%	3.45% - 4.25%
Expected dividend yield	—	—	—	—

Valuation of Employee Stock Purchase Plan Awards

No 2021 ESPP and 2024 ESPP awards were granted during the three and six months ended June 30, 2024. The grant date fair value of 2021 ESPP awards granted during the three and six months ended June 30, 2023 was estimated using a Black-Scholes option-pricing model with the following assumptions:

	Three and Six Months Ended June 30,
	2024		2023
Expected term (in years)		—		0.5
Expected volatility		—		266.24	%
Risk-free interest rate		—		5.39	%
Expected dividend yield		—		—

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
Research and development	$ 11,296	$ 13,297	$ 21,594	$ 23,102
General and administrative	4,697	4,530	9,471	8,672
Total operating expenses	15,993	17,827	31,065	31,774
Loss from operations	(15,993)	(17,827)	(31,065)	(31,774)
Interest income	1,450	1,436	2,836	2,532
Change in fair value of earnout liability		420	(20)	(344)
Change in fair value of common stock warrant liability				(575)
Other expense, net	(40)	(109)	(62)	(179)
Total other income, net	1,410	1,747	2,754	1,434
Net loss and comprehensive loss	$ (14,583)	$ (16,080)	$ (28,311)	$ (30,340)
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (0.97)	$ (1.47)	$ (2)	$ (3.08)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in Shares)	14,986,367	10,921,239	14,160,634	9,860,392

Fair Value Measurements (Details) - Schedule of Fair Value Measurements $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Measurement Input, Share Price [Member]
Schedule of Fair Value Measurements [Line Items]
Fair value (in Dollars)	$ 20
Valuation methodology	Monte Carlo Simulation	Monte Carlo Simulation
Significant unobservable input	29.36	7.89
Measurement Input, Expected Term [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	0.23	0.73
Measurement Input, Price Volatility [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	89	94
Measurement Input, Risk Free Interest Rate [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	5.25	4.92

Significant Agreements

6 Months Ended

Jun. 30, 2024

Significant Agreements [Abstract]

SIGNIFICANT AGREEMENTS

NOTE 6. SIGNIFICANT AGREEMENTS

Amgen License Agreement

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

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

Stanford License Agreement

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

The Company is obligated to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestone payments and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid $35,000 and $25,000 license maintenance fee in March 2024 and 2023, respectively, which was recognized as research and development expense in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023.

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

Common Stock

6 Months Ended

Jun. 30, 2024

Common Stock [Abstract]

COMMON STOCK

NOTE 9. COMMON STOCK

The Company is authorized to issue 490,000,000 shares of voting common stock, 2,000,000 shares of non-voting common stock, and 10,000,000 shares of undesignated preferred stock. There were 15,105,300 shares of voting common stock, no shares of non-voting common stock and no shares of preferred stock issued and outstanding as of June 30, 2024.

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 June 30, 2024 and December 31, 2023, the Company had common stock reserved for future issuance as follows:

	June 30, 2024		December 31, 2023
Outstanding and issued common stock options		1,543,752		1,040,875
Shares issuable upon exercise of common stock warrants		499,986		499,986
Shares available for grant under Equity Incentive Plans		1,880,221		119,014
Shares available for grant under Employee Stock Purchase Plans		1,000,000		111,958
Shares available for grant under 2022 Inducement Equity Incentive Plan		15,885		95,685
Total shares of common stock reserved		4,939,844		1,867,518

Shelf Registration Statement

On October 7, 2022, the Company filed a shelf registration statement on Form S-3 (the “Prior S-3”) with the Securities and Exchange Commission (the “SEC”), which was declared effective on October 18, 2022. The Company could sell from time to time up to $150.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the Prior S-3. On April 28, 2023, the Company filed a new shelf registration statement on Form S-3 (“New S-3”) with the SEC, which was declared effective on May 5, 2023 and superseded the Prior S-3. As of June 30, 2024, the Company can sell from time to time up to $250.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the New S-3. The terms of any offering under the New S-3 will be established at the time of such offering and will be described in a prospectus supplement to the New S-3 filed with the SEC prior to the completion of any such offering.

ATM Offering

In November 2022, the Company entered into a Controlled Equity Offering^SM 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 June 30, 2024, $75.0 million remained available under the ATM Prospectus.

Public Offering

In January 2023, the Company entered into an underwriting agreement with Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as the representatives of the several underwriters named therein (the “2023 Underwriters”), relating to an underwritten public offering under the Prior S-3 of 6,900,000 shares of common stock, including 900,000 shares issued as a result of the exercise of the 2023 Underwriters’ option to purchase 900,000 shares. The Company received net proceeds of $96.9 million.

Underwritten Offering

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

As of June 30, 2024, $124.5 million remained available and unallocated under the New S-3.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: 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 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2024

Net Loss per Share Attributable to Common Stockholders [Abstract]

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Numerator:
Net loss attributable to common stockholders	$	(14,583	)	$	(16,080	)	$	(28,311	)	$	(30,340	)
Denominator:
Weighted average common shares outstanding		15,091,367			11,034,035			14,265,634			9,977,404
Less: Weighted-average unvested restricted shares		—			(7,796	)		—			(12,012	)
Less: Shares subject to earnout		(105,000	)		(105,000	)		(105,000	)		(105,000	)
Weighted average shares used to compute basic and diluted net loss per share		14,986,367			10,921,239			14,160,634			9,860,392

Net loss per share attributable to common stockholders – basic and diluted	$	(0.97	)	$	(1.47	)	$	(2.00	)	$	(3.08	)

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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Outstanding and issued common stock options		1,543,752		934,512		1,543,752		934,512
Shares issuable upon exercise of common stock warrants		499,986		499,986		499,986		499,986
Unvested performance-based restricted stock units		20,000		—		20,000		—
Unvested restricted common stock		—		5,882		—		5,882
Unvested restricted stock units		—		117,962		—		117,962
Total		2,063,738		1,558,342		2,063,738		1,558,342

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

Schedule of Financial Assets and Liabilities Measured on a Recurring Basis

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

	June 30, 2024
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	105,819	$	—	$	—	$	105,819
Total fair value of assets	$	105,819	$	—	$	—	$	105,819

Financial liabilities
Earnout liability	$	—	$	—	$	20	$	20
Total fair value of financial liabilities	$	—	$	—	$	20	$	20

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

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

Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Liabilities

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

	Earnout Liability
Fair Value as of December 31, 2022	$	18
Change in the fair value included in other expense		764
Fair Value as of March 31, 2023	$	782
Change in the fair value included in other income		(420	)
Fair Value as of June 30, 2023	$	362

Fair Value as of December 31, 2023	$	—
Change in the fair value included in other expense		20
Fair Value as of March 31, 2024	$	20
Change in the fair value included in other expense		—
Fair Value as of June 30, 2024	$	20

Schedule of Fair Value Measurements

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	20	Monte Carlo Simulation	Common stock price	$	29.36
				Expected term (in years)		0.23
				Expected volatility		89.0	%
				Risk-free interest rate		5.25	%

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	—	Monte Carlo Simulation	Common stock price	$	7.89
				Expected term (in years)		0.73
				Expected volatility		94.0	%
				Risk-free interest rate		4.92	%

Stock-Based Compensation (Details) - Schedule of Summary of PSU Activity - Performance Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Share, Unvested performance-based restricted stock units, Beginning balance \| shares
Weighted- Average Grant Date Fair Value, Unvested performance-based restricted stock units, Beginning balance \| $ / shares
Number of Share, Granted \| shares	20,000
Weighted- Average Grant Date Fair Value, Granted \| $ / shares	$ 21.9
Number of Share, Unvested performance-based restricted stock units \| shares	20,000
Weighted- Average Grant Date Fair Value, Unvested performance-based restricted stock units \| $ / shares	$ 21.9
Number of Share, Outstanding performance-based restricted stock units, Ending balance \| shares	20,000
Weighted- Average Grant Date Fair Value, Outstanding performance-based restricted stock units, Ending balance \| $ / shares	$ 21.9

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Financial Instruments [Line Items]
Expire date			Sep. 24, 2021
Sponsor, description			the Sponsor agreed to place the 105,000 earnout shares into escrow (the “Earnout Shares”), which will be released as follows: (a) 25,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $115.00, (b) 50,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $150.00 and (c) 30,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $180.00 (the “triggering events”).
Fair value of earnout liability		$ (420)	$ 20	$ 344
Recognized loss (gain)	$ 100	$ 400	100	$ 300
earnout Liability [Member]
Derivative Financial Instruments [Line Items]
Fair value of earnout liability			$ 100

- Definition

Date derivative contract ends, in YYYY-MM-DD format.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Research and development prepaid expenses	$ 575	$ 615
Prepaid insurance	466	877
Payroll tax credit receivable	250	250
Prepaid travel expenses	95	14
Other prepaid expenses and current assets	475	295
Total	$ 1,861	$ 2,051

Stock-Based Compensation (Details) - Schedule of Stock Option Activities $ / shares in Units, $ in Thousands		6 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares
Stock Option Activity [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding, Balance	1,040,875	1,543,752
Weighted Average Exercise Price, Balance (in Dollars per share) \| $ / shares	$ 19.82	$ 19.76
Weighted Average Remaining Contractual Life (Years), Balance	8 years 6 months 18 days	8 years 7 months 17 days
Aggregate Intrinsic Value, Balance (in Dollars) \| $	$ 237	$ 8,091
Options Outstanding, Vested and expected to vest		1,543,752
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share) \| $ / shares		$ 19.76
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest		8 years 7 months 17 days
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) \| $		$ 8,091
Options Outstanding, Exercisable		452,181
Weighted Average Exercise Price, Exercisable (in Dollars per share) \| $ / shares		$ 20.88
Weighted - Average Remaining Contractual Life (Years), Exercisable		7 years 3 months 7 days
Aggregate Intrinsic Value, Exercisable (in Dollars) \| $		$ 2,840
Options Outstanding, Options granted		590,517
Weighted Average Exercise Price, Options granted (in Dollars per share) \| $ / shares		$ 19.69
Options Outstanding, Options exercised		(30,543)
Weighted Average Exercise Price, Options exercised (in Dollars per share) \| $ / shares		$ 9.52
Options Outstanding, Options cancelled/forfeited		(57,097)
Weighted Average Exercise Price, Options cancelled/forfeited (in Dollars per share) \| $ / shares		$ 25.59
Performance-Based Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding, Balance	46,394	46,394
Weighted Average Exercise Price, Balance (in Dollars per share) \| $ / shares	$ 14.19	$ 14.19
Weighted Average Remaining Contractual Life (Years), Balance	7 years 21 days	6 years 6 months 21 days
Aggregate Intrinsic Value, Balance (in Dollars) \| $	$ 24	$ 478
Options Outstanding, Vested and expected to vest		46,394
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share) \| $ / shares		$ 14.19
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest		6 years 6 months 21 days
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) \| $		$ 478
Options Outstanding, Exercisable		31,393
Weighted Average Exercise Price, Exercisable (in Dollars per share) \| $ / shares		$ 7.78
Weighted - Average Remaining Contractual Life (Years), Exercisable		5 years 11 months 15 days
Aggregate Intrinsic Value, Exercisable (in Dollars) \| $		$ 478
Options Outstanding, Options granted
Options Outstanding, Options cancelled/forfeited

Condensed Consolidated Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2024

Condensed 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):

	June 30, 2024		December 31, 2023
Research and development prepaid expenses	$	575	$	615
Prepaid insurance		466		877
Payroll tax credit receivable		250		250
Prepaid travel expenses		95		14
Other prepaid expenses and current assets		475		295
Total	$	1,861	$	2,051

Schedule of Property and Equipment

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

	June 30, 2024			December 31, 2023
Leasehold improvements	$	2,629		$	2,477
Lab equipment		2,037			1,973
Office furniture & fixtures		522			502
Computer equipment		207			145
Capitalized software		90			90
Property and equipment, gross		5,485			5,187
Less: accumulated depreciation and amortization		(3,047	)		(2,460	)
Property and equipment, net	$	2,438		$	2,727

Schedule of Accrued Expenses and Other Current Liabilities

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

	June 30, 2024		December 31, 2023
Research and development accrued expenses	$	3,998	$	5,169
Accrued employee and related compensation expenses		1,610		1,767
Other		447		317
Total	$	6,055	$	7,253

Schedule of Other Non-Current Liabilities

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

	June 30, 2024		December 31, 2023
CIRM grant liability	$	2,264	$	2,264
Total	$	2,264	$	2,264

Common Stock (Details) - Schedule of Common Stock Reserved for Future Issuance - shares	Jun. 30, 2024	Dec. 31, 2023
Schedule of Common Stock Reserved for Future Issuance [Line Items]
Total shares of common stock reserved	4,939,844	1,867,518
Outstanding and issued common stock options [Member]
Schedule of Common Stock Reserved for Future Issuance [Line Items]
Total shares of common stock reserved	1,543,752	1,040,875
Shares issuable upon exercise of common stock warrants [Member]
Schedule of Common Stock Reserved for Future Issuance [Line Items]
Total shares of common stock reserved	499,986	499,986
Shares available for grant under Equity Incentive Plans [Member]
Schedule of Common Stock Reserved for Future Issuance [Line Items]
Total shares of common stock reserved	1,880,221	119,014
Shares available for grant under Employee Stock Purchase Plans [Member]
Schedule of Common Stock Reserved for Future Issuance [Line Items]
Total shares of common stock reserved	1,000,000	111,958
Shares available for grant under 2022 Inducement Equity Incentive Plan [Member]
Schedule of Common Stock Reserved for Future Issuance [Line Items]
Total shares of common stock reserved	15,885	95,685

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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+ Details

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Stock-Based Compensation [Abstract]

Schedule of Stock Option Activities

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2023		1,040,875		$	19.82		8.55	$	237
Options granted		590,517		$	19.69
Options exercised		(30,543	)	$	9.52
Options cancelled/forfeited		(57,097	)	$	25.59
Balance, June 30, 2024		1,543,752		$	19.76		8.63	$	8,091
Vested and expected to vest, June 30, 2024		1,543,752		$	19.76		8.63	$	8,091
Exercisable, June 30, 2024		452,181		$	20.88		7.27	$	2,840

The following table summarizes the performance-based stock options activity under the 2024 Plan and 2021 Plan for the six months ended June 30, 2024:

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2023		46,394	$	14.19		7.06	$	24
Options granted		—	$
Options cancelled/forfeited		—	$
Balance, June 30, 2024		46,394	$	14.19		6.56	$	478
Vested and expected to vest, June 30, 2024		46,394	$	14.19		6.56	$	478
Exercisable, June 30, 2024		31,393	$	7.78		5.96	$	478

Schedule of Summary of PSU Activity

The following table provides a summary of PSU activity under the 2024 Plan during the six months ended June 30, 2024:

	Number of Share		Weighted- Average Grant Date Fair Value
Unvested performance-based restricted stock units at December 31, 2023		—	$	—
Granted		20,000	$	21.90
Unvested performance-based restricted stock units at June 30, 2024		20,000	$	21.90
Outstanding performance-based restricted stock units at June 30, 2024		20,000	$	21.90

Schedule of Stock-Based Compensation Expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
General and administrative	$	1,009	$	900	$	1,829	$	1,699
Research and development		473		491		822		959
	$	1,482	$	1,391	$	2,651	$	2,658

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

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Expected term (in years)	5.50-6.08	5.44-6.08	5.50-6.08	5.25-6.08
Expected volatility	116.56%-117.93%	103.31%-108.98%	112.09%-117.93%	103.31%-108.98%
Risk-free interest rate	4.23%-4.50%	3.49% - 4.05%	3.93%-4.50%	3.45% - 4.25%
Expected dividend yield	—	—	—	—

	Three and Six Months Ended June 30,
	2024		2023
Expected term (in years)		—		0.5
Expected volatility		—		266.24	%
Risk-free interest rate		—		5.39	%
Expected dividend yield		—		—

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Measured on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Financial assets
Total fair value of assets	$ 105,819	$ 85,887
Financial liabilities
Total fair value of financial liabilities	20
Level 1 [Member]
Financial assets
Total fair value of assets	105,819	85,887
Financial liabilities
Total fair value of financial liabilities
Level 2 [Member]
Financial assets
Total fair value of assets
Financial liabilities
Total fair value of financial liabilities
Level 3 [Member]
Financial assets
Total fair value of assets
Financial liabilities
Total fair value of financial liabilities	20
Money market funds [Member]
Financial assets
Total fair value of assets	105,819	85,887
Money market funds [Member] \| Level 1 [Member]
Financial assets
Total fair value of assets	105,819	85,887
Money market funds [Member] \| Level 2 [Member]
Financial assets
Total fair value of assets
Money market funds [Member] \| Level 3 [Member]
Financial assets
Total fair value of assets
Earnout liability [Member]
Financial liabilities
Total fair value of financial liabilities	20
Earnout liability [Member] \| Level 1 [Member]
Financial liabilities
Total fair value of financial liabilities
Earnout liability [Member] \| Level 2 [Member]
Financial liabilities
Total fair value of financial liabilities
Earnout liability [Member] \| Level 3 [Member]
Financial liabilities
Total fair value of financial liabilities	$ 20

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

Schedule of Components of Lease Costs

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

	Six Months Ended June 30,
	2024		2023
Lease cost
Operating lease cost	$	336	$	336
Short-term lease cost		1		1
Total lease cost	$	337	$	337

Schedule of Operating Leases

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

	Six Months Ended June 30,
	2024			2023

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	569		$	553
Weighted average remaining lease term (years)		2.11			3.11
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 June 30, 2024 (in thousands):

	Amount
Year ending December 31,
2024 (remainder of the year)	$	583
2025		1,187
2026		740
Total undiscounted lease payments		2,510
Less imputed interest		(194	)
Total discounted lease payments		2,316
Less current portion of lease liability		(1,029	)
Noncurrent portion of lease liability	$	1,287

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Reconciliation of Cash and Restricted Cash

	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	106,819	$	86,887
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	107,236	$	87,304

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 141,124	$ (105,135)	$ 35,989
Balance (in Shares) at Dec. 31, 2022	3,804,427
Issuance of common stock upon exercise of stock options		352		352
Issuance of common stock upon exercise of stock options (in Shares)	49,580
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses	$ 1	96,929		96,930
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses (in Shares)	6,900,000
Issuance of common stock through ATM offering, net of commissions and offering expenses		4,509		4,509
Issuance of common stock through ATM offering, net of commissions and offering expenses (in Shares)	233,747
Reclassification of common stock warrants from liability to equity		725		725
Issuance of common stock pursuant to Employee Stock Purchase Plan		36		36
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	6,498
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	130,937
Shares withheld for taxes		(661)		(661)
Shares withheld for taxes (in Shares)	(45,277)
Vesting of founders’ restricted stock		7		7
Stock-based compensation expense		2,658		2,658
Net loss			(30,340)	(30,340)
Balance at Jun. 30, 2023	$ 1	245,679	(135,475)	110,205
Balance (in Shares) at Jun. 30, 2023	11,079,912
Balance at Mar. 31, 2023	$ 1	244,592	(119,395)	125,198
Balance (in Shares) at Mar. 31, 2023	10,942,677
Issuance of common stock upon exercise of stock options		320		320
Issuance of common stock upon exercise of stock options (in Shares)	45,139
Issuance of common stock pursuant to Employee Stock Purchase Plan		36		36
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	6,498
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	130,875
Shares withheld for taxes		(661)		(661)
Shares withheld for taxes (in Shares)	(45,277)
Vesting of founders’ restricted stock		1		1
Stock-based compensation expense		1,391		1,391
Net loss			(16,080)	(16,080)
Balance at Jun. 30, 2023	$ 1	245,679	(135,475)	110,205
Balance (in Shares) at Jun. 30, 2023	11,079,912
Balance at Dec. 31, 2023	$ 1	248,039	(169,600)	78,440
Balance (in Shares) at Dec. 31, 2023	11,163,896
Issuance of common stock upon exercise of stock options		290		290
Issuance of common stock upon exercise of stock options (in Shares)	30,543
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses	$ 1	47,194		47,195
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses (in Shares)	3,900,000
Issuance of common stock pursuant to Employee Stock Purchase Plan		45		45
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	10,861
Stock-based compensation expense		2,651		2,651
Net loss			(28,311)	(28,311)
Balance at Jun. 30, 2024	$ 2	298,219	(197,911)	100,310
Balance (in Shares) at Jun. 30, 2024	15,105,300
Balance at Mar. 31, 2024	$ 2	296,556	(183,328)	113,230
Balance (in Shares) at Mar. 31, 2024	15,085,553
Issuance of common stock upon exercise of stock options		136		136
Issuance of common stock upon exercise of stock options (in Shares)	8,886
Issuance of common stock pursuant to Employee Stock Purchase Plan		45		45
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	10,861
Stock-based compensation expense		1,482		1,482
Net loss			(14,583)	(14,583)
Balance at Jun. 30, 2024	$ 2	$ 298,219	$ (197,911)	$ 100,310
Balance (in Shares) at Jun. 30, 2024	15,105,300

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	492,000,000	492,000,000
Common stock, shares issued	15,105,300	11,163,896
Common stock, shares outstanding	15,105,300	11,163,896

Net Loss per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2024

Net Loss per Share Attributable to Common Stockholders [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NOTE 11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Numerator:
Net loss attributable to common stockholders	$	(14,583	)	$	(16,080	)	$	(28,311	)	$	(30,340	)
Denominator:
Weighted average common shares outstanding		15,091,367			11,034,035			14,265,634			9,977,404
Less: Weighted-average unvested restricted shares		—			(7,796	)		—			(12,012	)
Less: Shares subject to earnout		(105,000	)		(105,000	)		(105,000	)		(105,000	)
Weighted average shares used to compute basic and diluted net loss per share		14,986,367			10,921,239			14,160,634			9,860,392

Net loss per share attributable to common stockholders – basic and diluted	$	(0.97	)	$	(1.47	)	$	(2.00	)	$	(3.08	)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Outstanding and issued common stock options		1,543,752		934,512		1,543,752		934,512
Shares issuable upon exercise of common stock warrants		499,986		499,986		499,986		499,986
Unvested performance-based restricted stock units		20,000		—		20,000		—
Unvested restricted common stock		—		5,882		—		5,882
Unvested restricted stock units		—		117,962		—		117,962
Total		2,063,738		1,558,342		2,063,738		1,558,342

Derivative Financial Instruments

6 Months Ended

Jun. 30, 2024

Derivative Financial Instruments [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS

Contingent Earnout Liability

Upon the closing of the business combination and pursuant to the Sponsor Support Agreement, dated May 5, 2021 and amended on September 24, 2021, by and among the Company, Amplitude Healthcare Holdings LLC (the “Sponsor”) and Jasper Tx Corp., the Sponsor agreed to place the 105,000 earnout shares into escrow (the “Earnout Shares”), which will be released as follows: (a) 25,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $115.00, (b) 50,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $150.00 and (c) 30,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $180.00 (the “triggering events”).

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

The estimated fair value of the earnout liability was less than $0.1 million as of June 30, 2024 and was minimal as of December 31, 2023. The fair value is estimated at the end of each reporting period using a Monte Carlo simulation model. Assumptions used in the valuations as of June 30, 2024 and December 31, 2023 are described in Note 3. No triggering event occurred as of each of June 30, 2024 and December 31, 2023. The Company recognized no loss or gain and a loss of less than $0.1 million for the three and six months ended June 30, 2024, respectively, and a gain of $0.4 million and a loss of $0.3 million for the three and six months ended June 30, 2023, respectively, classified within change in fair value of earnout liability in the condensed consolidated statements of operations and comprehensive loss.

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 106,819	$ 86,887
Prepaid expenses and other current assets	1,861	2,051
Total current assets	108,680	88,938
Property and equipment, net	2,438	2,727
Operating lease right-of-use assets	1,231	1,467
Restricted cash	417	417
Other non-current assets	1,163	1,343
Total assets	113,929	94,892
Current liabilities:
Accounts payable	2,964	4,149
Current portion of operating lease liabilities	1,029	972
Earnout liability	20
Accrued expenses and other current liabilities	6,055	7,253
Total current liabilities	10,068	12,374
Non-current portion of operating lease liabilities	1,287	1,814
Other non-current liabilities	2,264	2,264
Total liabilities	13,619	16,452
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at June 30, 2024 and December 31, 2023; none issued and outstanding at June 30, 2024 and December 31, 2023
Common stock: $0.0001 par value — 492,000,000 shares authorized at June 30, 2024 and December 31, 2023; 15,105,300 and 11,163,896 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	2	1
Additional paid-in capital	298,219	248,039
Accumulated deficit	(197,911)	(169,600)
Total stockholders’ equity	100,310	78,440
Total liabilities and stockholders’ equity	$ 113,929	$ 94,892

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Jan. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Stock-Based Compensation [Line Items]
Fair market value of common stock percentage				85.00%
Stock options, grant period				4 months 24 days
Exercise price of incentive stock option granted				100.00%
Percentage of fair market value of shares				110.00%
Reserved for issuance (in Shares)		4,939,844		4,939,844		1,867,518
Future grant (in Shares)				1,880,221
Outstanding options (in Shares)				883,890
Shares issued (in Shares)	900,000
Intrinsic value of the options exercised		$ 100	$ 400	$ 500	$ 400
Fair value option vested amount				$ 3,200	$ 2,100
Weighted-average grant date fair value price (in Dollars per share)				$ 16.88	$ 14.45
Unrecognized stock-based compensation				$ 16,000
Recognized over a weighted-average period				3 years
Performance-based stock options		$ 100		$ 100
Exceeds per share (in Dollars per share)				$ 35
Assumptions common stock fair value per share (in Dollars per share)		$ 23.95		$ 23.95
Volatility rate				133.00%
Risk free rate				4.87%
Vesting term				2 years
Total estimated fair value (in Dollars per share)				$ 400,000
Stock-based compensation expense		$ 1,482	1,391	$ 2,651	$ 2,658
2022 Inducement Plan [Member]
Stock-Based Compensation [Line Items]
Stock options, grant period				10 years
Exercise price of incentive stock option granted				10.00%
Reserved share issuance (in Shares)		550,000		550,000
Future grant (in Shares)		15,885		15,885
Outstanding stock options (in Shares)		534,115		534,115
2024 Plan [Member]
Stock-Based Compensation [Line Items]
Reserved for issuance (in Shares)		2,764,111		2,764,111
2021 ESPP [Member]
Stock-Based Compensation [Line Items]
Reserved for issuance (in Shares)		1,000,000		1,000,000
Shares issued (in Shares)				29,802
Company shares issued (in Shares)				6,498
Stock-based compensation expense					$ 100
Performance-Based Stock Options [Member]
Stock-Based Compensation [Line Items]
Recognized over a weighted-average period				6 months
Future issuance (in Shares)				20,000
Employee Stock Purchase Plan [Member]
Stock-Based Compensation [Line Items]
Exercise price of incentive stock option granted
Volatility rate					266.24%
Risk free rate					5.39%
Vesting term					6 months
Company shares issued (in Shares)				10,861
PSUs [Member]
Stock-Based Compensation [Line Items]
Stock-based compensation expense		$ 100	$ 100
RSUs [Member]
Stock-Based Compensation [Line Items]
Stock-based compensation expense				$ 100	$ 100

Net Loss per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net Loss per Share Attributable to Common Stockholders [Abstract]
Weighted average shares used to compute diluted net loss per share	14,986,367	10,921,239	14,160,634	9,860,392
Net loss per share attributable to common stockholders – diluted	$ (0.97)	$ (1.47)	$ (2.00)	$ (3.08)

- Definition

+ References

+ Details

Commitments and Contingencies (Details) - Schedule of Operating Leases - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Operating Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 569	$ 553
Weighted average remaining lease term (years)	2 years 1 month 9 days	3 years 1 month 9 days
Weighted average discount rate	8.00%	8.00%

Condensed Consolidated Balance Sheet Components

6 Months Ended

Jun. 30, 2024

Condensed Consolidated Balance Sheet Components [Abstract]

CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS

NOTE 4. CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets

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

	June 30, 2024		December 31, 2023
Research and development prepaid expenses	$	575	$	615
Prepaid insurance		466		877
Payroll tax credit receivable		250		250
Prepaid travel expenses		95		14
Other prepaid expenses and current assets		475		295
Total	$	1,861	$	2,051

Property and equipment, net

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

	June 30, 2024			December 31, 2023
Leasehold improvements	$	2,629		$	2,477
Lab equipment		2,037			1,973
Office furniture & fixtures		522			502
Computer equipment		207			145
Capitalized software		90			90
Property and equipment, gross		5,485			5,187
Less: accumulated depreciation and amortization		(3,047	)		(2,460	)
Property and equipment, net	$	2,438		$	2,727

Depreciation and amortization expense was $0.3 million for each of the three months ended June 30, 2024 and 2023, and $0.6 million and $0.5 million for the six months ended June 30, 2024 and 2023, respectively.

Accrued expenses and other current liabilities

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

	June 30, 2024		December 31, 2023
Research and development accrued expenses	$	3,998	$	5,169
Accrued employee and related compensation expenses		1,610		1,767
Other		447		317
Total	$	6,055	$	7,253

Other non-current liabilities

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

	June 30, 2024		December 31, 2023
CIRM grant liability	$	2,264	$	2,264
Total	$	2,264	$	2,264

Organization and Description of Business

6 Months Ended

Jun. 30, 2024

Organization and Description of Business [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

Jasper Therapeutics, Inc. and its consolidated subsidiary, Jasper Tx Corp. (collectively, “Jasper” or the “Company”), is a clinical-stage biotechnology company focused on developing therapeutics targeting mast cell driven diseases such as chronic spontaneous urticaria, chronic inducible urticaria and asthma. The Company also has ongoing programs in diseases where targeting diseased hematopoietic stem cells can provide benefits, such as lower to intermediate risk myelodysplastic syndrome, and stem cell transplant conditioning regimens.

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

Liquidity and Going Concern

The Company has incurred significant losses and negative cash flows from operations since its inception. During the three and six months ended June 30, 2024, the Company incurred net losses of $14.6 million and $28.3 million, respectively. During the three and six months ended June 30, 2023, the Company incurred net losses of $16.1 million and $30.3 million, respectively. During the six months ended June 30, 2024 and 2023, the Company had negative cash flows from operations of $27.4 million and $23.6 million, respectively. As of June 30, 2024, the Company had an accumulated deficit of $197.9 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 June 30, 2024, the Company had cash and cash equivalents of $106.8 million. The Company’s management expects that the existing cash and cash equivalents will be sufficient to fund the Company’s operating plans for at least twelve months from the issuance date of these condensed consolidated financial statements. The Company will need to raise additional financing to continue its products’ development for the foreseeable future and expects to continue 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.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (14,583)	$ (16,080)	$ (28,311)	$ (30,340)

- Definition

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

+ References

+ Details

Commitments and Contingencies (Details)			6 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2024 USD ($) ft²
Commitments and Contingencies [Abstract]
Rentable square feet (in Square Feet) \| ft²			13,400
Lessor amount			$ 400,000
Extend additional lease			60 months
Pay stanford net			$ 900,000
Pay stanford net term			3 years
First milestone agreement paid			$ 300,000
Second milestone agreement paid			300,000
Third and final milestone agreement paid			300,000
Commercial sales milestone payments			$ 9,000,000
License Maintenance Fee	$ 35,000	$ 25,000

Commitments and Contingencies (Details) - Schedule of Operating Lease Liabilities Showing the Aggregate Lease Payments - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Operating Lease Liabilities Showing The Aggregate Lease Payments [Abstract]
2024 (remainder of the year)	$ 583
2025	1,187
2026	740
Total undiscounted lease payments	2,510
Less imputed interest	(194)
Total discounted lease payments	2,316
Less current portion of lease liability	(1,029)	$ (972)
Noncurrent portion of lease liability	$ 1,287	$ 1,814

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parentheticals) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses	$ 6.6
Issuance of common stock through ATM offering, net of commissions and offering expenses	$ 0.1

Organization and Description of Business (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Organization and Description of Business [Abstract]
Net loss	$ (14,583)	$ (16,080)	$ (28,311)	$ (30,340)
Cash flows from operations			(27,416)	$ (23,607)
Accumulated deficit	(197,911)		(197,911)		$ (169,600)
Cash and cash equivalents	$ 106,819		$ 106,819		$ 86,887

- 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

Related Parties (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Related Parties (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Consulting service amount	$ 0.1	$ 0.1
Dr. Shizuru [Member]
Related Party Transaction [Line Items]
Recorded advisory and consulting services	0.1		$ 0.1
Professor Judith Shizuru [Member]
Related Party Transaction [Line Items]
Consulting service amount			0.1	$ 0.1
Dr. Shizuru [Member]
Related Party Transaction [Line Items]
Service cost	$ 0.3		$ 0.9

Related Parties

6 Months Ended

Jun. 30, 2024

Related Parties [Abstract]

RELATED PARTIES

NOTE 12. RELATED PARTIES

The Company entered into consulting agreements with two founders, one of whom is also a member of the Company’s Board of Directors (the “Board”), and each of whom also received founders’ common stock shares for services and assigned patents. The Company recorded $0.1 million for the founders’ advisory and consulting services performed for each of the three months ended June 30, 2024 and 2023. The Company recorded $0.1 million for advisory and consulting services performed by Professor Judith Shizuru, one of the founders of the Company and a member of the Board, for each of the six months ended June 30, 2024 and 2023. These expenses were recorded as research and development expenses in the condensed consolidated statements of operations and comprehensive loss. The Company recorded $0.1 million in accounts payable, accrued expenses and other current liabilities related to advisory and consulting services performed by Dr. Shizuru as of June 30, 2024. Also, the Company’s Licensed Technology from Stanford (see Note 6) was created in the Stanford laboratory of Dr. Shizuru.

In the first quarter of 2024, a senior executive of the Company joined the Board of Directors of an information technology service provider that the Company has historically utilized to support a broad array of the Company’s systems infrastructure as well as for general information technology support services. For the three and six months ended June 30, 2024, the Company paid that service provider $0.3 million and $0.9 million, respectively, for various information technology support services.

- 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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

Net Loss per Share Attributable to Common Stockholders (Details) - Schedule of Diluted Net Loss per Share Attributable to Common Stockholders - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Diluted Net Loss per Share Attributable to Common Stockholders [Line Items]
Outstanding and issued common stock options	2,063,738	1,558,342	2,063,738	1,558,342
Outstanding and issued common stock options [Member]
Schedule of Diluted Net Loss per Share Attributable to Common Stockholders [Line Items]
Outstanding and issued common stock options	1,543,752	934,512	1,543,752	934,512
Shares issuable upon exercise of common stock warrants [Member]
Schedule of Diluted Net Loss per Share Attributable to Common Stockholders [Line Items]
Outstanding and issued common stock options	499,986	499,986	499,986	499,986
Unvested performance-based restricted stock units [Member]
Schedule of Diluted Net Loss per Share Attributable to Common Stockholders [Line Items]
Outstanding and issued common stock options	20,000		20,000
Unvested restricted common stock [Member]
Schedule of Diluted Net Loss per Share Attributable to Common Stockholders [Line Items]
Outstanding and issued common stock options		5,882		5,882
Unvested restricted stock units [Member]
Schedule of Diluted Net Loss per Share Attributable to Common Stockholders [Line Items]
Outstanding and issued common stock options		117,962		117,962

Condensed Consolidated Balance Sheet Components (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,485	$ 5,187
Less: accumulated depreciation and amortization	(3,047)	(2,460)
Property and equipment, net	2,438	2,727
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,629	2,477
Lab equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,037	1,973
Office furniture & fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	522	502
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	207	145
Capitalized software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 90	$ 90

Condensed Consolidated Balance Sheet Components (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Condensed Consolidated Balance Sheet Components [Abstract]
Depreciation and amortization expense	$ 300	$ 300	$ 587	$ 549

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 1,482	$ 1,391	$ 2,651	$ 2,658
General and administrative [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	1,009	900	1,829	1,699
Research and development [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 473	$ 491	$ 822	$ 959

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Liabilities - Earnout Liability [Member] - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Liabilities [Line Items]
Fair value, as of beginning	$ 20		$ 782	$ 18		$ 18
Change in the fair value included in other expense		20		764
Fair value, as of ending	$ 20	$ 20	362	$ 782	$ 20	$ 362
Change in the fair value included in other income			$ (420)

Commitments and Contingencies (Details) - Schedule of Components of Lease Costs - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Lease cost
Operating lease cost	$ 336	$ 336
Short-term lease cost	1	1
Total lease cost	$ 337	$ 337