0001213900-25-018384 | 10-K | XBRL Viewer

Related Parties (Details) - USD ($) $ in Millions	12 Months Ended
Related Parties (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Dr. Shizuru [Member]
Related Parties [Line Items]
Recorded advisory and consulting services	$ 0.1
Service cost	1.4
Professor Judith Shizuru [Member]
Related Parties [Line Items]
Consulting service amount	$ 0.3	$ 0.3

Cirm Grant (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Cirm Grant (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Dec. 31, 2024	Dec. 31, 2023
Cirm Grant [Line Items]
Other research and development	$ 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	$ 2,300
Cash			$ 700
Other receivables milestone		50,000
CIRM [Member]
Cirm Grant [Line Items]
Net sales		1,000
Received aggregate from CIRM		$ 2,300

Consolidated Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Research and development accrued expenses	$ 6,424	$ 5,169
Accrued employee and related compensation expenses	3,100	1,767
Other	597	317
Total	$ 10,121	$ 7,253

Consolidated Balance Sheet Components

12 Months Ended

Dec. 31, 2024

Consolidated Balance Sheet Components [Abstract]

CONSOLIDATED BALANCE SHEET COMPONENTS

NOTE 4. CONSOLIDATED BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets

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

	December 31,
	2024		2023
Research and development prepaid expenses	$	2,604	$	615
Prepaid insurance		784		877
Prepaid travel expenses		140		14
Payroll tax credit receivable		—		250
Other prepaid expenses and current assets		646		295
Total	$	4,174	$	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):

	December 31,
	2024			2023
Leasehold improvements	$	2,711		$	2,477
Lab equipment		2,049			1,973
Office furniture & fixtures		522			502
Computer equipment		310			145
Capitalized software		90			90
Property and equipment, gross		5,682			5,187
Less: accumulated depreciation and amortization		(3,807	)		(2,460	)
Property and equipment, net	$	1,875		$	2,727

Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was $1.4 million and $1.1 million, respectively.

Accrued expenses and other current liabilities

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

	December 31,
	2024		2023
Research and development accrued expenses	$	6,424	$	5,169
Accrued employee and related compensation expenses		3,100		1,767
Other		597		317
Total	$	10,121	$	7,253

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 71,637	$ 86,887
Prepaid expenses and other current assets	4,174	2,051
Total current assets	75,811	88,938
Property and equipment, net	1,875	2,727
Operating lease right-of-use assets	976	1,467
Restricted cash	417	417
Other non-current assets	820	1,343
Total assets	79,899	94,892
Current liabilities:
Accounts payable	4,027	4,149
Current portion of operating lease liabilities	1,089	972
Accrued expenses and other current liabilities	10,121	7,253
Total current liabilities	15,237	12,374
Non-current portion of operating lease liabilities	724	1,814
Other non-current liabilities	2,264	2,264
Total liabilities	18,225	16,452
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at December 31, 2024 and 2023; none issued and outstanding at December 31, 2024 and 2023
Common stock: $0.0001 par value — 492,000,000 shares authorized at December 31, 2024 and 2023; 15,022,122 and 11,163,896 shares issued and outstanding at December 31, 2024 and 2023, respectively	2	1
Additional paid-in capital	302,541	248,039
Accumulated deficit	(240,869)	(169,600)
Total stockholders’ equity	61,674	78,440
Total liabilities and stockholders’ equity	$ 79,899	$ 94,892

Consolidated Statements of Stockholders’ Equity (Parentheticals) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
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
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs	$ 3.3

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies [Abstract]

Schedule of Components of Lease Costs

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

	Year ended December 31,
	2024		2023
Lease cost
Operating lease cost	$	672	$	672
Short-term lease cost		354		2
Variable lease cost		163		217
Total lease cost	$	1,189	$	891

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

	Year ended December 31,
	2024			2023

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	1,153		$	1,119
Weighted average remaining lease term (years)		1.61			2.6
Weighted average discount rate		8.00	%		8.00	%

Schedule of Operating Lease Liabilities Showing the Aggregate Lease Payments

The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of December 31, 2024 (in thousands):

	Amount
Year ending December 31,
2025	$	1,187
2026		740
Total undiscounted lease payments		1,927
Less imputed interest		(114	)
Total discounted lease payments		1,813
Less current portion of lease liability		(1,089	)
Noncurrent portion of lease liability	$	724

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 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):

	Year Ended December 31,
	2024			2023
Numerator:
Net loss attributable to common stockholders	$	(71,269	)	$	(64,465	)
Denominator:
Weighted average common shares outstanding		14,661,468			10,551,290
Less: Weighted-average unvested restricted shares		—			(7,256	)
Less: Shares subject to earnout		(76,598	)		(105,000	)
Weighted average shares used to compute basic and diluted net loss per share		14,584,870			10,439,034

Net loss per share attributable to common stockholders – basic and diluted	$	(4.89	)	$	(6.18	)

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

	December 31,
	2024		2023
Outstanding and issued common stock options		1,628,378		1,040,875
Shares issuable upon exercise of common stock warrants		499,986		499,986
Unvested performance-based restricted stock units		20,000		—
Total		2,148,364		1,540,861

Stock-Based Compensation - Schedule of Summary of PSU Activity (Details) - Performance Restricted Stock Units [Member]	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Schedule of Summary of PSU Activity [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, Ending balance \| shares	20,000
Weighted- Average Grant Date Fair Value, Unvested performance-based restricted stock units, Ending balance \| $ / shares	$ 21.9
Number of Share, Outstanding performance-based restricted stock units \| shares	20,000
Weighted- Average Grant Date Fair Value, Outstanding performance-based restricted stock units \| $ / shares	$ 21.9

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2024

Consolidated Balance Sheet Components [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

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

	December 31,
	2024		2023
Research and development prepaid expenses	$	2,604	$	615
Prepaid insurance		784		877
Prepaid travel expenses		140		14
Payroll tax credit receivable		—		250
Other prepaid expenses and current assets		646		295
Total	$	4,174	$	2,051

Schedule of Property and Equipment, Net

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

	December 31,
	2024			2023
Leasehold improvements	$	2,711		$	2,477
Lab equipment		2,049			1,973
Office furniture & fixtures		522			502
Computer equipment		310			145
Capitalized software		90			90
Property and equipment, gross		5,682			5,187
Less: accumulated depreciation and amortization		(3,807	)		(2,460	)
Property and equipment, net	$	1,875		$	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):

	December 31,
	2024		2023
Research and development accrued expenses	$	6,424	$	5,169
Accrued employee and related compensation expenses		3,100		1,767
Other		597		317
Total	$	10,121	$	7,253

Significant Agreements (Details) - USD ($)			12 Months Ended
Significant Agreements (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2024
2021 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sales milestone payments			$ 9,000,000
License maintenance fee	$ 35,000	$ 25,000
2024 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sales milestone payments			7,000,000
License maintenance fee			$ 75,000
Approximately agreement			4 years 6 months
Clinical development milestone payments			$ 1,300,000
First and Second Year [Member] \| 2021 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sale			25,000
Third and Fourth Year [Member] \| 2021 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sale			35,000
Anniversary Ending [Member] \| 2021 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sale			50,000
Anniversary Ending [Member] \| 2024 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sale			65,000
First and Third Year [Member] \| 2024 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sale			25,000
Fourth and Sixth Years [Member] \| 2024 Stanford License Agreement [Member]
Significant Agreements [Line Items]
Commercial sale			$ 50,000

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Income Taxes [Abstract]
Increase of valuation allowance	$ 15.1	$ 12.5
Amount of credit carryforwards	4.9	$ 4.1
Net operating loss generated	2.9
Net operating loss deferred tax assets	$ 0.6

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2024	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
Fair market value percentage		100.00%
Dividend yield		0.00%
Percentage of fair market value of shares		110.00%
Reserved for issuance		4,917,910	1,867,518
Intrinsic value of the options exercised (in Dollars)		$ 500	$ 400
Fair value option vested amount (in Dollars)		$ 5,500	$ 3,400
Weighted-average grant date fair value price (in Dollars per share)		$ 16.89	$ 12.82
Unrecognized stock-based compensation (in Dollars)		$ 14,300
Recognized over a weighted-average period		2 years 7 months 20 days
Performance-based stock options (in Dollars)		$ 100
Exceeds per share (in Dollars per share)	$ 35
Assumptions common stock fair value per share (in Dollars per share)	$ 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
Accrued expenses and other current liabilities (in Dollars)		10,121	$ 7,253
Stock-based compensation expense (in Dollars)		$ 6,619	5,211
Performance-Based Awards [Member]
Stock-Based Compensation [Line Items]
Outstanding stock options		65,894
2021 ESPP [Member]
Stock-Based Compensation [Line Items]
Fair value of shares vested (in Dollars)		$ 1,900
Stock-based compensation expense (in Dollars)		$ 500	$ 100
Performance-Based Stock Options [Member]
Stock-Based Compensation [Line Items]
Granted	20,000
Employee Stock Purchase Plan [Member]
Stock-Based Compensation [Line Items]
Dividend yield
Recognized over a weighted-average period		1 year 6 months
Vesting term			6 months
Shares issued		29,491
2024 ESPP [Member]
Stock-Based Compensation [Line Items]
Unrecognized stock-based compensation (in Dollars)		$ 700
Accrued expenses and other current liabilities (in Dollars)		$ 100
Equity Option [Member]
Stock-Based Compensation [Line Items]
Recognized over a weighted-average period		3 months 18 days
2022 Inducement Plan [Member]
Stock-Based Compensation [Line Items]
Stock options, grant period		10 years
Dividend yield		10.00%
Future grant		16,885
Outstanding stock options		533,115
Reserved share issuance		550,000
2024 Plan [Member]
Stock-Based Compensation [Line Items]
Reserved for issuance		2,762,719
Future grant		1,791,291
Outstanding stock options		971,428
2019 Plan [Member]
Stock-Based Compensation [Line Items]
Shares of common stock remained outstanding		143,835
2021 ESPP [Member]
Stock-Based Compensation [Line Items]
Shares issued		29,802
Unrecognized stock-based compensation (in Dollars)
Shares issued			12,999
Compensation expense (in Dollars)		$ 200
2024 ESPP [Member]
Stock-Based Compensation [Line Items]
Reserved for issuance		1,000,000
Future grant		981,370
Shares issued		18,630
Compensation expense (in Dollars)			$ 100

Net Loss Per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net loss attributable to common stockholders (in Dollars)	$ (71,269)	$ (64,465)
Denominator:
Weighted average common shares outstanding	14,661,468	10,551,290
Less: Weighted-average unvested restricted shares		(7,256)
Less: Shares subject to earnout	(76,598)	(105,000)
Weighted average shares used to compute basic net loss per share	14,584,870	10,439,034
Weighted average shares used to compute diluted net loss per share	14,584,870	10,439,034
Net loss per share attributable to common stockholders – basic (in Dollars per share)	$ (4.89)	$ (6.18)
Net loss per share attributable to common stockholders – diluted (in Dollars per share)	$ (4.89)	$ (6.18)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The financial statements are consolidated for the years ended December 31, 2024 and 2023, 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.

Going Concern

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of the Company’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, the Company evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about its ability to continue as a going concern. The mitigating effect of the Company’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. In performing this analysis, the Company excluded certain elements of its operating plan that cannot be considered probable.

The Company has incurred significant losses and negative cash flows from operations since its inception. During the years ended December 31, 2024 and 2023, the Company incurred net losses of $71.3 million and $64.5 million, respectively. During the years ended December 31, 2024 and 2023, the Company had negative operating cash flows of $62.6 million and $52.1 million, respectively. As of December 31, 2024, the Company had an accumulated deficit of $240.9 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.

Management expects to finance the Company’s future cash needs through equity or debt financings, collaborations or a combination of these approaches. However, due to several factors, including those outside management’s control, there can be no assurance that the Company will be able to complete additional financings. The Company’s ability to raise additional funds may be adversely impacted by negative global economic conditions and any disruptions to and volatility in the credit and financial markets in the United States and worldwide or other factors. There can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable or acceptable to the Company. If the Company is unable to obtain adequate financing when needed or on terms favorable or acceptable to it, the Company may be forced to delay, reduce the scope of or eliminate one or more of its research and development programs. The Company concluded the likelihood that its plan to successfully obtain sufficient funding or adequately delay or reduce expenditures, while reasonably possible, is less than probable. As of December 31, 2024, the Company had cash and cash equivalents of $71.6 million. The Company’s management expects that the existing cash and cash equivalents will not be sufficient to fund the Company’s operating plans for at least twelve months from the issuance date of these consolidated financial statements. Accordingly, the Company has concluded that substantial doubt exists about its ability to continue as a going concern.

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Reverse Stock Split

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

Use of Estimates

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

Cash, Cash Equivalents, and Restricted Cash

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

	December 31,
	2024		2023
Cash and cash equivalents	$	71,637	$	86,887
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	72,054	$	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 (the “FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. If the Company were denied such clearances or such clearances were delayed, it could have a materially adverse impact on the Company.

Property and Equipment, Net

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

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment, principally property and equipment, whenever events or changes in business circumstances indicate the carrying amount of an asset may not be fully recoverable. Recoverability of assets held and used is measured by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of long-lived assets may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, principally discounted cash flow models, to assess the fair values of long-lived assets. The Company did not record any impairment of long-lived assets during the years ended December 31, 2024 and 2023.

Leases

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

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

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

The Company has no finance leases as of December 31, 2024 and 2023.

Fair Value of Financial Instruments

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

Common Stock Warrant Liability

The Company has 4,999,863 outstanding warrants to purchase an aggregate of 499,986 shares of its common stock (the “Common Stock Warrants”), all of which were issued in connection with AMHC’s initial public offering and entitle a holder to purchase one share of the Company’s common stock for every ten warrants at an exercise price of $115.00 per share. The Common Stock Warrants are publicly traded and exercisable during the exercise period, which commenced on October 24, 2021 and ends on September 24, 2026, for cash or, in certain circumstances, on a cashless basis. The Common Stock Warrants are accounted as derivative financial instruments. As long as the Company had shares of non-voting common stock outstanding, the Common Stock Warrants did not meet the equity classification guidance and were accounted as non-current liabilities at fair value. The Common Stock Warrants were subsequently remeasured at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss until exercise or expiration. On January 31, 2023, the 91,102 outstanding shares of the Company’s non-voting common stock were converted into 91,102 shares of the Company’s voting common stock per the holder’s request, leaving no shares of non-voting common stock remaining outstanding as of January 31, 2023. Upon conversion of all outstanding shares of non-voting common stock into shares of voting common stock, the Common Stock Warrants met the equity classification guidance and were reclassified to equity at the then-current fair value of $0.7 million. The Company recognized a loss of $0.6 million for the year ended December 31, 2023, classified within change in fair value of common stock warrant liability in the consolidated statements of operations and comprehensive loss.

Accrued Research and Development Expenses

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

Research and Development

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

General and Administrative

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

Stock-Based Compensation

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

Income Taxes

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

In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, if all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to the provision of income taxes in the period when such determination is made. As of December 31, 2024 and 2023, the Company has recorded a full valuation allowance on its deferred tax assets.

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

Foreign Currency Transactions

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

Comprehensive Loss

Comprehensive loss represents all changes in stockholders’ equity except those resulting from distributions to stockholders. There have been no items qualifying as other comprehensive income (loss) during the years ended December 31, 2024 and 2023, and therefore, the Company’s comprehensive loss was the same as its reported net loss.

Net Loss per Share Attributable to Common Stockholders

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards, the Earnout Shares (as defined in Note 7), the Common Stock Warrants and stock options are considered to be potentially dilutive securities.

Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the years ended December 31, 2024 and 2023, the diluted net loss per common share was the same as basic net loss per share of common stock, as the impact of potentially dilutive securities was antidilutive to the net loss per common share. The Earnout Shares and common stock subject to restricted stock awards are contingently issuable shares and are not included in the diluted net loss per share calculation until contingencies are resolved.

Segment Reporting

The Company has one reportable and operating segment. Financial information about the Company’s operating segment is presented in Note 15.

All long-lived assets are located in the United States.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted ASU 2022-03 as of January 1, 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280 on an interim and annual basis. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 as of December 31, 2024. The adoption of this standard did not impact the Company’s reportable segments and additional required disclosures have been included in Note 15.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). ASU 2024-02 clarifies and simplifies references to certain concept statements within U.S. GAAP and applies to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024 for public entities and for fiscal years beginning after December 15, 2025 for all other entities, with early application permitted. The Company adopted this standard in the consolidated financial statements for the year ended December 31, 2024. The adoption of this standard did not have a material impact on its consolidated financial statements at the adoption date.

Accounting Pronouncements Not Yet Adopted

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 does not expect the adoption of this ASU to have a significant impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The amendments do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU to its consolidated financial statements.

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Provision For Income Taxes [Abstract]
Federal tax benefit at statutory rate	$ (14,966)	$ (13,538)
State taxes	(2)	2
Change in fair value of warrant liability		121
Change in fair value of earnout liability		(4)
Non-deductible expenses	26	(38)
Research and development credits	(1,492)	(1,628)
Change in valuation allowance	15,123	12,539
Stock-based compensation	986	822
Other	327	1,726
Provision for income taxes	$ 2	$ 2

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

INCOME TAXES

NOTE 12. INCOME TAXES

During the years ended December 31, 2024 and 2023, the Company did not incur any tax expense or benefit as the Company operated with taxable losses and provided a full valuation allowance.

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

	Year Ended December 31,
	2024			2023
Federal tax benefit at statutory rate	$	(14,966	)	$	(13,538	)
State taxes		(2	)		2
Change in fair value of warrant liability		—			121
Change in fair value of earnout liability		—			(4	)
Non-deductible expenses		26			(38	)
Research and development credits		(1,492	)		(1,628	)
Change in valuation allowance		15,123			12,539
Stock-based compensation		986			822
Other		327			1,726
Provision for income taxes	$	2		$	2

Significant components of the Company’s net deferred tax assets (liabilities) as of December 31, 2024 and 2023 were as follows (in thousands):

	December 31,
	2024			2023
Deferred tax assets:
Accrued expenses and other	$	479		$	477
Intangibles		287			313
Net operating losses		31,820			25,146
Research and development credits		6,031			4,873
Stock-based compensation		1,146			676
Lease liability		382			585
Section 195 start-up amortization		211			229
Capitalized section 174		21,128			14,308
Other		340			346
Total deferred tax assets		61,824			46,953
Valuation allowance		(61,590	)		(46,465	)
Total net deferred tax assets		234			488
Deferred tax liabilities:
Right-of-use asset		(206	)		(308	)
Fixed assets		(28	)		(180	)
Total deferred tax liabilities		(234	)		(488	)
Net deferred tax assets	$	—		$	—

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company believes that, based on a number of factors such as the history of operating losses, it is more likely than not that the deferred tax assets will not be fully realized, such that a full valuation allowance has been recorded. The valuation allowance increased by $15.1 million and $12.5 million for the years ended December 31, 2024 and 2023, respectively.

The following table sets forth the Company’s federal and state net operating loss carryforwards as of December 31, 2024 (in thousands):

	Amount		Expiration Years
Net operating losses, Federal	$	123,147	Do not expire
Net operating losses, states primarily California	$	131,875	2038-2042

As of December 31, 2024, the Company had research and development credit carryforwards of approximately $4.9 million and $4.1 million available to reduce future taxable income, if any, for both federal and California state income tax purposes, respectively. The federal research and development credit carryforwards begin expiring in 2040, and California credits carryforward indefinitely.

Utilization of the net operating loss carryforwards and research credit carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code, as amended (“IRC”), and similar state provisions. Annual limitations may result in the expiration of the net operating losses and tax credit carryforwards before they are utilized. As of December 31, 2022, the Company has completed an IRC Section 382 analysis from inception through the year ended December 31, 2022. The Company experienced an ownership change on November 21, 2019 related to Series A redeemable convertible preferred stock financing. Any net operating loss generated in excess of the $2.9 million will be permanently limited for California tax purposes. The Company reduced its California net operating loss deferred tax assets balance by the permanently limited amount of $0.6 million. Net federal operating losses are not limited as they can be carried forward indefinitely. The Company experienced an additional ownership change on September 24, 2021 in connection with the business combination with Amplitude Healthcare Acquisition Corporation, a special purpose acquisition company. Any further potential ownership change will be evaluated through a section 382 study. However, the Company does not expect there are additional tax attributes that will expire unused before the expiration periods.

Uncertain Tax Positions

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the periods ended December 31, 2024 and 2023 is as follows (in thousands):

	Year Ended December 31,
	2024		2023
Balance at beginning of year	$	2,420	$	1,722
Additions based on tax positions related to current year		639		698
Balance at end of year	$	3,059	$	2,420

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company did not accrue any penalties or interest during tax year 2024 and 2023. The Company does not expect its unrecognized tax benefit to change materially over the next twelve months.

The Company is subject to examination by the United States federal and state tax authorities for the tax years 2021 and later. State income tax returns are generally subject to examination for a period of four years after filing of the respective return. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state tax authorities to the extent utilized in a future period. No income tax returns are currently under examination by taxing authorities.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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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+ Details

Consolidated Statements of Stockholders’ Equity - 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		388		388
Issuance of common stock upon exercise of stock options (in Shares)	54,580
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses of $6.6 million	$ 1	96,969		96,970
Issuance of common stock through underwritten offering, net of discounts and commissions and offering expenses of $6.6 million (in Shares)	6,900,000
Issuance of common stock through ATM offering, net of commissions and offering expenses of $0.1 million		4,509		4,509
Issuance of common stock through ATM offering, net of commissions and offering expenses of $0.1 million (in Shares)	233,747
Reclassification of common stock warrants from liability to equity (Note 7)		725		725
Settlement of restricted stock units
Settlement of restricted stock units (in Shares)	238,605
Shares withheld for taxes		(960)		(960)
Shares withheld for taxes (in Shares)	(80,462)
Issuance of common stock pursuant to Employee Stock Purchase Plan		64		64
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	12,999
Vesting of founders’ restricted stock		9		9
Stock-based compensation expense		5,211		5,211
Net loss			(64,465)	(64,465)
Balance at Dec. 31, 2023	$ 1	248,039	(169,600)	78,440
Balance (in Shares) at Dec. 31, 2023	11,163,896
Issuance of common stock upon exercise of stock options		329		329
Issuance of common stock upon exercise of stock options (in Shares)	33,735
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $3.3 million	$ 1	47,194		47,195
Issuance of common stock through underwritten offering, net of discounts and commissions and issuance costs of $3.3 million (in Shares)	3,900,000
Forfeiture of shares subject to earnout (Note 7)
Forfeiture of shares subject to earnout (Note 7) (in Shares)	(105,000)
Issuance of common stock pursuant to Employee Stock Purchase Plan		360		360
Issuance of common stock pursuant to Employee Stock Purchase Plan (in Shares)	29,491
Stock-based compensation expense		6,619		6,619
Net loss			(71,269)	(71,269)
Balance at Dec. 31, 2024	$ 2	$ 302,541	$ (240,869)	$ 61,674
Balance (in Shares) at Dec. 31, 2024	15,022,122

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (71,269)	$ (64,465)

- Definition

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

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating expenses
Research and development	$ 55,821	$ 51,785
General and administrative	20,418	17,076
Total operating expenses	76,239	68,861
Loss from operations	(76,239)	(68,861)
Interest income	5,058	5,199
Change in fair value of earnout liability		18
Change in fair value of common stock warrant liability		(575)
Other expense, net	(88)	(246)
Total other income, net	4,970	4,396
Net loss and comprehensive loss	$ (71,269)	$ (64,465)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (4.89)	$ (6.18)
Net loss per share attributable to common stockholders, diluted (in Dollars per share)	$ (4.89)	$ (6.18)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares)	14,584,870	10,439,034
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in Shares)	14,584,870	10,439,034

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

Operating Leases

As of December 31, 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 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 Company also pays variable costs related to its share of operating expenses and taxes. These variable costs are recorded as lease expense as incurred and presented as operating expenses in the consolidated statements of operations and comprehensive loss.

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

	Year ended December 31,
	2024		2023
Lease cost
Operating lease cost	$	672	$	672
Short-term lease cost		354		2
Variable lease cost		163		217
Total lease cost	$	1,189	$	891

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

	Year ended December 31,
	2024			2023

Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	1,153		$	1,119
Weighted average remaining lease term (years)		1.61			2.6
Weighted average discount rate		8.00	%		8.00	%

The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of December 31, 2024 (in thousands):

	Amount
Year ending December 31,
2025	$	1,187
2026		740
Total undiscounted lease payments		1,927
Less imputed interest		(114	)
Total discounted lease payments		1,813
Less current portion of lease liability		(1,089	)
Noncurrent portion of lease liability	$	724

Stanford Sponsored Research Agreement

In September 2020, the Company entered into a sponsored research agreement with Stanford for a research program related to the treatment of Fanconi Anemia patients in Bone Marrow Failure requiring allogeneic transplant with non-sibling donors at Stanford Lucile Packard Children’s Hospital using briquilimab (the “Research Project”). Stanford will perform the Research Project and is fully responsible for costs and operations related to the Research Project. In addition, Stanford owns the entire right, title, and interest in and to all technology developed using Stanford facilities and by Stanford personnel through the performance of the Research Project under this agreement (the “Fanconi Anemia Research Project IP”). Under this agreement, Stanford granted the Company an exclusive option to license Stanford’s rights in the Fanconi Anemia Research Project IP (the “Fanconi Anemia Option”) in the field of commercialization of briquilimab. There is no license granted or other intellectual property transferred under this agreement until the Fanconi Anemia Option is exercised. As of December 31, 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 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 2021 Stanford License Agreement (Note 6), which was amended in July 2023, pursuant to which the Company is required to pay annual license maintenance fees, clinical development and commercial sales milestone payments of up to an aggregate of $9.0 million, and low single-digit royalties on net sales of licensed products. All products were in development as of December 31, 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 consolidated statements of operations and comprehensive loss for each of the years ended December 31, 2024 and 2023. As of December 31, 2024 and 2023, no milestones were probable to be achieved and payable.

In December 2024, the Company entered into the 2024 Stanford License Agreement (Note 6), pursuant to which the Company is required to pay a license issue and annual license maintenance fees, clinical development and commercial sales milestone payments of up to an aggregate of $8.3 million and low single-digit royalties on net sales of licensed products. All products were in development as of December 31, 2024, and no royalties were due as of such date. As of December 31, 2024, no milestones were probable to be achieved and payable.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 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 December 31, 2024 and 2023, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	$ 6,619	$ 5,211
General and administrative [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	4,580	3,607
Research and development [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	$ 2,039	$ 1,604

- 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.

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+ Details

Income Taxes - Schedule of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Accrued expenses and other	$ 479	$ 477
Intangibles	287	313
Net operating losses	31,820	25,146
Research and development credits	6,031	4,873
Stock-based compensation	1,146	676
Lease liability	382	585
Section 195 start-up amortization	211	229
Capitalized section 174	21,128	14,308
Other	340	346
Total deferred tax assets	61,824	46,953
Valuation allowance	(61,590)	(46,465)
Total net deferred tax assets	234	488
Deferred tax liabilities:
Right-of-use asset	(206)	(308)
Fixed assets	(28)	(180)
Total deferred tax liabilities	(234)	(488)
Net deferred tax assets

Consolidated Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Research and development prepaid expenses	$ 2,604	$ 615
Prepaid insurance	784	877
Prepaid travel expenses	140	14
Payroll tax credit receivable		250
Other prepaid expenses and current assets	646	295
Total	$ 4,174	$ 2,051

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Unrecognized Tax Benefits [Abstract]
Balance at beginning of year	$ 2,420	$ 1,722
Additions based on tax positions related to current year	639	698
Balance at end of year	$ 3,059	$ 2,420

Consolidated Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 5,682	$ 5,187
Less: accumulated depreciation and amortization	(3,807)	(2,460)
Property and equipment, net	1,875	2,727
Leasehold improvements [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	2,711	2,477
Lab equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	2,049	1,973
Office furniture & fixtures [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	522	502
Computer equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	310	145
Capitalized software [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 90	$ 90

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Feb. 25, 2025	Jun. 30, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None.
Entity Information [Line Items]
Entity Registrant Name	JASPER THERAPEUTICS, INC.
Entity Central Index Key	0001788028
Entity File Number	001-39138
Entity Tax Identification Number	84-2984849
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 281.0
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
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		15,022,122
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

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 15. SEGMENT INFORMATION

The Company has determined it operates as a single operating and reportable segment, which is the research and development of therapeutic products in the fields of chronic urticaria and asthma. The Company’s chief operating decision maker, its Chief Executive Officer (the “CEO”), manages the Company’s operations on a consolidated basis. The CEO assesses the segments performance and allocates resources based on review of various development, manufacturing and clinical programs expenses, along with the segment’s personnel and general and overhead costs.

In addition to the significant expense categories included within net loss presented on the Company's consolidated statements of operations and comprehensive loss, see below for disaggregated amounts that comprise total operating expenses:

	Year Ended December 31,
	2024			2023
Personnel-related costs	$	27,615		$	18,724
Facilities and overhead costs		14,356			13,360

Program costs
Briquilimab platform		5,637			4,639
CMO		9,500			21,709
CSU		10,689			3,368
CIndU		2,234			189
Asthma		1,975			--
MDS/AML		1,824			3,955
SCID		2,409			2,917
Total program costs		34,268			36,777
Total operating expense		76,239			68,861
Other income, net		4,970			4,396
Net loss	$	(71,269	)	$	(64,465	)

All long-lived assets are located in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Financial assets
Total fair value of assets	$ 70,637	$ 85,887
Financial liabilities
Total fair value of financial liabilities
Level 1 [Member]
Financial assets
Total fair value of assets	70,637	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
Money market funds [Member]
Financial assets
Total fair value of assets	70,637	85,887
Money market funds [Member] \| Level 1 [Member]
Financial assets
Total fair value of assets	70,637	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
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

Stock-Based Compensation - Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Valuation of Stock Options [Member]
Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected dividend yield
Employee Stock Purchase Plan [Member]
Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)		6 months
Expected dividend yield
Minimum [Member] \| Valuation of Stock Options [Member]
Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)	5 years 6 months	5 years 3 months
Expected volatility	95.80%	103.31%
Risk-free interest rate	3.63%	3.45%
Minimum [Member] \| Employee Stock Purchase Plan [Member]
Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)	4 months 17 days
Expected volatility	67.74%	77.80%
Risk-free interest rate	4.13%	5.39%
Maximum [Member] \| Valuation of Stock Options [Member]
Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days
Expected volatility	123.10%	112.30%
Risk-free interest rate	4.50%	4.71%
Maximum [Member] \| Employee Stock Purchase Plan [Member]
Schedule of Fair Value of Stock Options Was Estimated Using a Black-Scholes Option-Pricing Model [Line Items]
Expected term (in years)	2 years
Expected volatility	154.96%	266.24%
Risk-free interest rate	5.36%	5.40%

- 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

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended					12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2024 USD ($)	Jul. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Feb. 28, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2024 USD ($) ft²	Dec. 31, 2020 USD ($)
Commitments and Contingencies [Abstract]
Square feet (in Square Feet) \| ft²						13,400
Lessor amount						$ 400
Extend additional lease						60 months
Total pay stanford						$ 900
Pay stanford term						3 years
First milestone amount							$ 300
Second milestone amount				$ 300
Third and final milestone amount		$ 300
Commercial sales milestone payments					$ 9,000
License maintenance fee	$ 35,000		$ 25,000
Commercial sales						$ 8,300

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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):

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	70,637	$	—	$	—	$	70,637
Total fair value of assets	$	70,637	$	—	$	—	$	70,637

	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 income		(18	)
Fair Value as of December 31, 2023	$	—

Schedule of Fair Value Measurements

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

	Fair value (in thousands)		Valuation methodology	Significant unobservable input
Earnout liability	$	—	Monte Carlo Simulation	Common stock price	$	7.90
				Expected term (in years)		0.73
				Expected volatility		94.0	%
				Risk-free interest rate		4.92	%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

Schedule of Provision for Income Taxes

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

	Year Ended December 31,
	2024			2023
Federal tax benefit at statutory rate	$	(14,966	)	$	(13,538	)
State taxes		(2	)		2
Change in fair value of warrant liability		—			121
Change in fair value of earnout liability		—			(4	)
Non-deductible expenses		26			(38	)
Research and development credits		(1,492	)		(1,628	)
Change in valuation allowance		15,123			12,539
Stock-based compensation		986			822
Other		327			1,726
Provision for income taxes	$	2		$	2

Schedule of Net Deferred Tax Assets (Liabilities)

Significant components of the Company’s net deferred tax assets (liabilities) as of December 31, 2024 and 2023 were as follows (in thousands):

	December 31,
	2024			2023
Deferred tax assets:
Accrued expenses and other	$	479		$	477
Intangibles		287			313
Net operating losses		31,820			25,146
Research and development credits		6,031			4,873
Stock-based compensation		1,146			676
Lease liability		382			585
Section 195 start-up amortization		211			229
Capitalized section 174		21,128			14,308
Other		340			346
Total deferred tax assets		61,824			46,953
Valuation allowance		(61,590	)		(46,465	)
Total net deferred tax assets		234			488
Deferred tax liabilities:
Right-of-use asset		(206	)		(308	)
Fixed assets		(28	)		(180	)
Total deferred tax liabilities		(234	)		(488	)
Net deferred tax assets	$	—		$	—

Schedule of Federal and State Net Operating Loss Carryforwards

The following table sets forth the Company’s federal and state net operating loss carryforwards as of December 31, 2024 (in thousands):

	Amount		Expiration Years
Net operating losses, Federal	$	123,147	Do not expire
Net operating losses, states primarily California	$	131,875	2038-2042

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the periods ended December 31, 2024 and 2023 is as follows (in thousands):

	Year Ended December 31,
	2024		2023
Balance at beginning of year	$	2,420	$	1,722
Additions based on tax positions related to current year		639		698
Balance at end of year	$	3,059	$	2,420

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows used in operating activities
Net loss	$ (71,269)	$ (64,465)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	1,373	1,108
Non-cash lease expense	491	419
Stock-based compensation expense	6,619	5,211
Change in fair value of common stock warrant liability		575
Change in fair value of earnout liability		(18)
Loss on disposal of property and equipment	11
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(2,123)	767
Other receivables		663
Other non-current assets	523	(584)
Accounts payable	(122)	2,381
Accrued expenses and other current liabilities	2,868	2,821
Operating lease liability	(973)	(865)
Other non-current liabilities		(80)
Net cash used in operating activities	(62,602)	(52,067)
Cash flows used in investing activities
Purchases of property and equipment	(552)	(267)
Proceeds from sales of property and equipment	20
Net cash used in investing activities	(532)	(267)
Cash flows from financing activities
Proceeds from issuance of common stock through ATM and underwritten offerings, net	47,195	101,479
Proceeds from exercise of common stock options	329	388
Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan	360	64
Taxes withheld and paid related to net settlement of equity awards		(960)
Net cash provided by financing activities	47,884	100,971
Net increase (decrease) in cash, cash equivalents and restricted cash	(15,250)	48,637
Cash, cash equivalents and restricted cash at beginning of the year	87,304	38,667
Cash, cash equivalents and restricted cash at end of the year	72,054	87,304
Supplemental and non-cash items reconciliations:
Reclassification of common stock warrant liability into additional paid-in capital		$ 725

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation [Abstract]

Schedule of Stock Option Activities

The following table summarizes the stock option activities, including performance-based stock options, under the 2024 Plan, the 2021 Plan, the 2022 Inducement Plan and the 2019 EIP for the year ended December 31, 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		698,817		$	19.87
Options exercised		(33,735	)	$	9.79
Options cancelled/forfeited		(77,579	)	$	25.26
Balance, December 31, 2024		1,628,378		$	19.79		8.31	$	6,608
Vested and expected to vest, December 31, 2024		1,628,378		$	19.79		8.31	$	6,608
Exercisable, December 31, 2024		566,167		$	20.45		7.22	$	3,131

The following table summarizes the performance-based stock options activity under the 2024 Plan and 2021 Plan for the year ended December 31, 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		(500	)		35.40
Balance, December 31, 2024		45,894			13.95		6.04		438
Vested and expected to vest, December 31, 2024		45,894			13.95		6.04		438
Exercisable, December 31, 2024		30,893			7.33		5.43		438

Schedule of Summary of PSU Activity

The following table provides a summary of PSU activity under the 2024 Plan during the year ended December 31, 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 December 31, 2024		20,000		21.90
Outstanding performance-based restricted stock units at December 31, 2024		20,000		21.90

Schedule of Stock-Based Compensation Expense

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

	Year Ended December 31,
	2024		2023
General and administrative	$	4,580	$	3,607
Research and development		2,039		1,604
Total	$	6,619	$	5,211

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

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

	Year Ended December 31,
	2024	2023
Expected term (in years)	5.50 – 6.08	5.25 – 6.08
Expected volatility	95.8% - 123.1%	103.31% – 112.30%
Risk-free interest rate	3.63% - 4.50%	3.45% – 4.71%
Expected dividend yield	—	—

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

	Year Ended December 31,
	2024		2023
Expected term (in years)		0.38 – 2.00		0.50
Expected volatility		67.74% - 154.96%		77.80% - 266.24%
Risk-free interest rate		4.13% - 5.36%		5.39% - 5.40%
Expected dividend yield		—		—

Common Stock

12 Months Ended

Dec. 31, 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 15,022,122 shares of voting common stock, no shares of non-voting common stock and no shares of preferred stock issued and outstanding as of December 31, 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 December 31, 2024 and 2023, the Company had common stock reserved for future issuance as follows:

	December 31,
	2024		2023
Outstanding and issued common stock options		1,628,378		1,040,875
Shares issuable upon exercise of common stock warrants		499,986		499,986
Shares available for grant under Equity Incentive Plans		1,791,291		119,014
Shares available for grant under Employee Stock Purchase Plans		981,370		111,958
Shares available for grant under 2022 Inducement Equity Incentive Plan		16,885		95,685
Total shares of common stock reserved		4,917,910		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 December 31, 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 December 31, 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 $97.0 million.

Underwritten Offering

In February 2024, the Company entered into an underwriting agreement with Cowen and Company, LLC and Evercore Group L.L.C., as the representatives of the several underwriters named therein, 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 February 25, 2025, $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
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: 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 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

NOTE 10. STOCK-BASED COMPENSATION

On June 6, 2024, the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) and the 2024 Employee Stock Purchase Plan (the “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 Compensation Committee of the Board (the “Compensation Committee”) adopted the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”) and on June 2, 2023, the Compensation Committee approved an amendment and restatement of the 2022 Inducement Plan. Under the 2022 Inducement Plan, the Company may grant 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 December 31, 2024, 2,762,719 shares were reserved for issuance under the 2024 Plan, of which 1,791,291 shares were available for future grant and 971,428 shares were subject to outstanding options and RSUs, including performance-based awards of 65,894. As of December 31, 2024, options to purchase 143,835 shares of common stock remained outstanding and unexercised, and continue to be governed by the 2019 Equity Incentive Plan (the “2019 EIP”). As of December 31, 2024, 29,802 shares have been issued under the 2021 ESPP and 18,630 shares under the 2024 ESPP. As of December 31, 2024, 1,000,000 shares were reserved under the 2024 ESPP, of which 981,370 shares were available for future issuance. As of December 31, 2024, 550,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 16,885 shares were available for future grant and 533,115 shares were subject to outstanding stock options.

Stock Option Activity

	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		698,817		$	19.87
Options exercised		(33,735	)	$	9.79
Options cancelled/forfeited		(77,579	)	$	25.26
Balance, December 31, 2024		1,628,378		$	19.79		8.31	$	6,608
Vested and expected to vest, December 31, 2024		1,628,378		$	19.79		8.31	$	6,608
Exercisable, December 31, 2024		566,167		$	20.45		7.22	$	3,131

The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the years ended December 31, 2024 and 2023 was $0.5 million and $0.4 million, respectively.

The total fair value of options that vested during the years ended December 31, 2024 and 2023 was $5.5 million and $3.4 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2024 and 2023 was $16.89 and $12.82 per share, respectively.

Unamortized stock-based compensation expense as of December 31, 2024 was $14.3 million, which is expected to be recognized over a weighted-average period of 2.64 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 0.3 years.

Performance-based stock options

The following table summarizes the performance-based stock options activity under the 2024 Plan and 2021 Plan for the year ended December 31, 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		(500	)		35.40
Balance, December 31, 2024		45,894			13.95		6.04		438
Vested and expected to vest, December 31, 2024		45,894			13.95		6.04		438
Exercisable, December 31, 2024		30,893			7.33		5.43		438

Restricted Stock Units (RSUs)

As of December 31, 2024, the Company had no unvested outstanding RSUs and no RSUs were granted during the year ended December 31, 2024.

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

Performance Restricted Stock Units (PSUs)

The following table provides a summary of PSU activity under the 2024 Plan during the year ended December 31, 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 December 31, 2024		20,000		21.90
Outstanding performance-based restricted stock units at December 31, 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%, and vesting term of 2.0 years. Total estimated fair value of $0.4 million was recognized as stock-based compensation expense over 0.4 years, the derived requisite service period from the grant date.

Employee Stock Purchase Plan

The Company issued 29,491 and 12,999 shares of common stock under the 2021 ESPP and 2024 ESPP during the years ended December 31, 2024 and 2023, respectively, and recognized $0.2 million and $0.1 million compensation expense related to the 2021 ESPP and 2024 ESPP during the years ended December 31, 2024 and 2023, respectively. There was no unamortized stock-based compensation for shares issuable under the 2021 ESPP as of December 31, 2024. There was $0.7 million unamortized stock-based compensation for shares issuable under the 2024 ESPP as of December 31, 2024, which is expected to be recognized over a weighted-average period of 1.5 years. The Company recorded $0.1 million in accrued expenses and other current liabilities related to contributions withheld as of December 31, 2024.

Stock-Based Compensation Expense

	Year Ended December 31,
	2024		2023
General and administrative	$	4,580	$	3,607
Research and development		2,039		1,604
Total	$	6,619	$	5,211

The Company recognized $0.5 million and less than $0.1 million of stock-based compensation expense related to performance-based options and RSUs during the years ended December 31, 2024 and 2023, respectively.

Valuation of Stock Options

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

	Year Ended December 31,
	2024	2023
Expected term (in years)	5.50 – 6.08	5.25 – 6.08
Expected volatility	95.8% - 123.1%	103.31% – 112.30%
Risk-free interest rate	3.63% - 4.50%	3.45% – 4.71%
Expected dividend yield	—	—

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

Expected Term

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

Expected Volatility

The Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-Free Interest Rate

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

Expected Dividend Yield

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

Valuation of ESPP Awards

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

	Year Ended December 31,
	2024		2023
Expected term (in years)		0.38 – 2.00		0.50
Expected volatility		67.74% - 154.96%		77.80% - 266.24%
Risk-free interest rate		4.13% - 5.36%		5.39% - 5.40%
Expected dividend yield		—		—

Segment Information - Schedule of Significant Expense Categories Included within Net Loss Presented on the Company's Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Personnel-related costs	$ 27,615	$ 18,724
Facilities and overhead costs	14,356	13,360
Program costs
Total program costs	34,268	36,777
Total operating expense	76,239	68,861
Other income, net	4,970	4,396
Net loss	(71,269)	(64,465)
Briquilimab platform [Member]
Program costs
Total program costs	5,637	4,639
CMO [Member]
Program costs
Total program costs	9,500	21,709
CSU [Member]
Program costs
Total program costs	10,689	3,368
CIndU [Member]
Program costs
Total program costs	2,234	189
Asthma [Member]
Program costs
Total program costs	1,975
MDS/AML [Member]
Program costs
Total program costs	1,824	3,955
SCID [Member]
Program costs
Total program costs	$ 2,409	$ 2,917

401(K) Savings Plan

12 Months Ended

Dec. 31, 2024

401(K) Savings Plan [Abstract]

401(K) SAVINGS PLAN

NOTE 13. 401(K) SAVINGS PLAN

The Company has a retirement and savings plan under Section 401(k) of the IRC (the “401(k) Plan”), covering all U.S. employees. The 401(k) Plan allows employees to make pre-tax contributions up to the maximum allowable amount set by the Internal Revenue Service. The Company may make contributions to the 401(k) Plan at its discretion. $0.2 million and $0.1 million contributions were made to the 401(k) Plan by the Company for the years ended December 31, 2024 and 2023, respectively.

Significant Agreements

12 Months Ended

Dec. 31, 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 Agreements 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 Agreements

In March 2021, the Company entered into an exclusive license agreement with Stanford (the “2021 Stanford License Agreement”). In July 2023, the Company entered into an amendment to the 2021 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 2021 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 consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023.

The 2021 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.

In December 2024, the Company entered into a co-exclusive license agreement with Stanford (the “2024 Stanford License Agreement”). The Company received a co-exclusive license in the United States, with a right to sublicense, for a certain patent to be used in the field of the treatment and prevention of human diseases, including the use of anti-CD117 antibodies (other than JSP191) for the purpose of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated (the “Co-Exclusive Licensed Field of Use”) and an exclusive license in the United States for the use of the same patent in the field provided in the 2021 Stanford License Agreement (the “Exclusive Licensed Field of Use”). Stanford will have at most one other commercial license for the licensed patent in the Co-Exclusive Licensed Field of Use. Under the terms of this agreement, the Company is required to use commercially reasonable efforts to develop, manufacture, and sell a 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 approximately 4.5 years from the execution of the 2024 Stanford License Agreement and must notify Stanford in writing when, and if, each milestone is met.

The Company is obligated to pay a license issue fee of $75,000, following the execution of the Agreement. The Company is also obligated to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement, as follows: $25,000 for each of the first through third years, $50,000 for each of the fourth through sixth years and $65,000 at each anniversary thereafter. The Company is also obligated to pay clinical development milestone payments of up to $1.3 million and sales milestone payments of up to $7.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company will pay to Stanford a portion of sublicensee consideration if a sublicense is granted. As of December 31, 2024, the Company recognized $75,000 related to the license issue fee as research and development expense in the statement of operations and comprehensive loss and as accrued expenses and other current liabilities in the consolidated balance sheet.

The Company may terminate the agreement by giving Stanford written notice at least 30 days in advance of the effective date of termination. Stanford may terminate the agreement by giving the Company 90 days written notice for a problem, including a delinquency on any report required pursuant to the agreement, missing a milestone or a material breach, and by giving the Company 30 days written notice for a payment default, unless the Company remediates the problem in that 90-day or 30-day period.

Commitments and Contingencies - Schedule of Components of Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Lease cost
Operating lease cost	$ 672	$ 672
Short-term lease cost	354	2
Variable lease cost	163	217
Total lease cost	1,189	891
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 1,153	$ 1,119
Weighted average remaining lease term (years)	1 year 7 months 9 days	2 years 7 months 6 days
Weighted average discount rate	8.00%	8.00%

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2024	Dec. 31, 2023
Schedule of Common Stock Reserved for Future Issuance [Line Items]
Total shares of common stock reserved	4,917,910	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	1,628,378	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	1,791,291	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	981,370	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	16,885	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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Section 45
-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(d))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.5-02(28))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Cirm Grant

12 Months Ended

Dec. 31, 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 December 31, 2024, of which $0.7 million was received during the year ended December 31, 2023. As of December 31, 2024, $50,000 is available for future distribution to the Company under the grant upon the achievement of a future milestone. As of each of December 31, 2024 and 2023, the amount of CIRM grant received of $2.3 million is included in other non-current liabilities in the consolidated balance sheets.

Income Taxes - Schedule of Federal and State Net Operating Loss Carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Federal [Member]
Schedule of Federal and State Net Operating Loss Carryforwards [Line Items]
Net operating losses, Amount	$ 123,147
Net operating losses, Expiration Years	Do not expire
States Primarily California [Member]
Schedule of Federal and State Net Operating Loss Carryforwards [Line Items]
Net operating losses, Amount	$ 131,875
Net operating losses, Expiration Years	2038-2042

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

401(K) Savings Plan (Details) - USD ($) $ in Millions	12 Months Ended
401(K) Savings Plan (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
401(K) Savings Plan [Abstract]
Contributions amount	$ 0.2	$ 0.1

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Going Concern

Going Concern

Reverse Stock Split

Reverse Stock Split

Use of Estimates

Use of Estimates

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

	December 31,
	2024		2023
Cash and cash equivalents	$	71,637	$	86,887
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	72,054	$	87,304

Concentrations of Credit Risk and Other Risks and Uncertainties

Concentrations of Credit Risk and Other Risks and Uncertainties

Property and Equipment, Net

Property and Equipment, Net

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Leases

Leases

The Company has no finance leases as of December 31, 2024 and 2023.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Common Stock Warrant Liability

Common Stock Warrant Liability

Accrued Research and Development Expenses

Accrued Research and Development Expenses

Research and Development

Research and Development

General and Administrative

General and Administrative

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

Foreign Currency Transactions

Foreign Currency Transactions

Comprehensive loss

Comprehensive Loss

Net Loss per Share Attributable to Common Stockholders

Net Loss per Share Attributable to Common Stockholders

Segment Reporting

Segment Reporting

The Company has one reportable and operating segment. Financial information about the Company’s operating segment is presented in Note 15.

All long-lived assets are located in the United States.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

Consolidated Balance Sheet Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Consolidated Balance Sheet Components [Abstract]
Depreciation and amortization expense	$ 1,373	$ 1,108

Fair Value Measurements - Schedule of Fair Value Measurements (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
Common stock price [Member[
Schedule of Fair Value Measurements [Line Items]
Fair value (in Dollars)
Valuation methodology	Monte Carlo Simulation
Significant unobservable input	7.9
Expected term [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	0.73
Expected volatility [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	94
Risk-free interest rate [Member]
Schedule of Fair Value Measurements [Line Items]
Significant unobservable input	4.92

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor [Table]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Firm ID	238
Auditor Location	San Jose, California
Auditor Opinion [Text Block]	*Opinion on the Financial Statements* We have audited the accompanying consolidated balance sheets of Jasper Therapeutics, Inc. and its subsidiary (the “Company”) as of December 31, 2024 and December 31, 2023 and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Stock-Based Compensation - Schedule of Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2024
Stock Option Activity [Member]
Schedule of Stock Option Activities [Line Items]
Options Outstanding, Balance	1,040,875	1,628,378
Weighted Average Exercise Price, Balance (in Dollars per share)	$ 19.82	$ 19.79
Weighted Average Remaining Contractual Life (Years), Balance	8 years 6 months 18 days	8 years 3 months 21 days
Aggregate Intrinsic Value, Balance (in Dollars)	$ 237	$ 6,608
Options Outstanding, Vested and expected to vest		1,628,378
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share)		$ 19.79
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest		8 years 3 months 21 days
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars)		$ 6,608
Options Outstanding, Exercisable		566,167
Weighted Average Exercise Price, Exercisable (in Dollars per share)		$ 20.45
Weighted Average Remaining Contractual Life (Years), Exercisable		7 years 2 months 19 days
Aggregate Intrinsic Value, Exercisable (in Dollars)		$ 3,131
Options Outstanding, Options granted		698,817
Weighted Average Exercise Price, Options granted (in Dollars per share)		$ 19.87
Options Outstanding, Options exercised		(33,735)
Weighted Average Exercise Price, Options exercised (in Dollars per share)		$ 9.79
Options Outstanding, Options cancelled/forfeited		(77,579)
Weighted Average Exercise Price, Options cancelled/forfeited (in Dollars per share)		$ 25.26
Performance-Based Stock Options [Member]
Schedule of Stock Option Activities [Line Items]
Options Outstanding, Balance	46,394	45,894
Weighted Average Exercise Price, Balance (in Dollars per share)	$ 14.19	$ 13.95
Weighted Average Remaining Contractual Life (Years), Balance	7 years 21 days	6 years 14 days
Aggregate Intrinsic Value, Balance (in Dollars)	$ 24	$ 438
Options Outstanding, Vested and expected to vest		45,894
Weighted Average Exercise Price, Vested and expected to vest (in Dollars per share)		$ 13.95
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest		6 years 14 days
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars)		$ 438
Options Outstanding, Exercisable		30,893
Weighted Average Exercise Price, Exercisable (in Dollars per share)		$ 7.33
Weighted Average Remaining Contractual Life (Years), Exercisable		5 years 5 months 4 days
Aggregate Intrinsic Value, Exercisable (in Dollars)		$ 438
Options Outstanding, Options granted
Options Outstanding, Options cancelled/forfeited		(500)
Weighted Average Exercise Price, Options cancelled/forfeited (in Dollars per share)		$ 35.4

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash

	December 31,
	2024		2023
Cash and cash equivalents	$	71,637	$	86,887
Restricted cash		417		417
Total cash, cash equivalents and restricted cash	$	72,054	$	87,304

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2024

Derivative Financial Instruments [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENT

Contingent Earnout Liability

Upon the closing of the merger with AMHC 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 would have been released as follows: (a) 25,000 Earnout Shares would have been 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”) was greater than or equal to $115.00, (b) 50,000 Earnout Shares would have been released if, during the Earnout Period, the Applicable VWAP was greater than or equal to $150.00 and (c) 30,000 Earnout Shares would have been released if, during the Earnout Period, the Applicable VWAP was greater than or equal to $180.00 (the “triggering events”).

The Earnout Shares placed in escrow were legally issued and outstanding shares that participated in voting and dividends. Upon the closing of the merger, the contingent obligation to release the Earnout Shares was accounted for as a liability-classified financial instrument upon the initial recognition because the triggering events that determined the number of shares required to be released from escrow included events that were not solely indexed to the common stock of the Company. The earnout liability was remeasured each reporting period with changes in fair value recognized in earnings. On September 24, 2024, the Earnout Shares were forfeited and cancelled, and the contingent liability’s value became zero, as the triggering events described above were not achieved during the Earnout Period.

The estimated fair value of the earnout liability was minimal as of December 31, 2023. The fair value was estimated using a Monte Carlo simulation model. Assumptions used in the valuation as of December 31, 2023 are described in Note 3. The Company recognized a gain of less than $0.1 million for the year ended December 31, 2023, classified within change in fair value of earnout liability in the consolidated statements of operations and comprehensive loss. The Company recognized minimal change in fair value of earnout liability during the year ended December 31, 2024.

Fair Value Measurements

12 Months Ended

Dec. 31, 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 December 31, 2024 and 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 as of December 31, 2023, which was recognized in connection with a merger with AMHC in September 2021 and expired in September 2024. The Company had no financial instruments classified at Level 3 as of December 31, 2024.

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

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Financial assets
Money market funds	$	70,637	$	—	$	—	$	70,637
Total fair value of assets	$	70,637	$	—	$	—	$	70,637

	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 income		(18	)
Fair Value as of December 31, 2023	$	—

The estimated fair value of the earnout liability was 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 were 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. On September 24, 2024, the earnout liability expired and the Earnout Shares that were previously held in escrow were forfeited and cancelled.

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	$	7.90
				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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Related Parties

12 Months Ended

Dec. 31, 2024

Related Parties [Abstract]

RELATED PARTIES

NOTE 14. RELATED PARTIES

The Company entered into consulting agreements with two founders, one of whom is also a member of the Board, and each of whom also received founders’ common stock shares for services and assigned patents. The Company recorded $0.3 million 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 years ended December 31, 2024 and 2023. These expenses were recorded as research and development expenses in the consolidated statements of operations and comprehensive loss. The Company recorded $0.1 million in accounts payable and accrued expenses related to advisory and consulting services performed by Dr. Shizuru as of December 31, 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 utilized to support a broad array of the Company’s systems infrastructure as well as for general information technology support services. For the year ended December 31, 2024, the Company paid that service provider $1.4 million 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
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-Name Accounting Standards Codification
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-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
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-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
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-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))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-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
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-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 (Tables)

12 Months Ended

Dec. 31, 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):

	Year Ended December 31,
	2024			2023
Numerator:
Net loss attributable to common stockholders	$	(71,269	)	$	(64,465	)
Denominator:
Weighted average common shares outstanding		14,661,468			10,551,290
Less: Weighted-average unvested restricted shares		—			(7,256	)
Less: Shares subject to earnout		(76,598	)		(105,000	)
Weighted average shares used to compute basic and diluted net loss per share		14,584,870			10,439,034

Net loss per share attributable to common stockholders – basic and diluted	$	(4.89	)	$	(6.18	)

Schedule of Diluted Net Loss per Share Attributable to Common Stockholders

	December 31,
	2024		2023
Outstanding and issued common stock options		1,628,378		1,040,875
Shares issuable upon exercise of common stock warrants		499,986		499,986
Unvested performance-based restricted stock units		20,000		—
Total		2,148,364		1,540,861

Net Loss Per Share Attributable to Common Stockholders - Schedule of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	2,148,364	1,540,861
Outstanding and Issued Common Stock Options [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	1,628,378	1,040,875
Shares Issuable Upon Exercise of Common Stock Warrants [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	499,986	499,986
Unvested Performance Based Restricted Stock Units [Member]
Schedule of diluted net loss per share attributable to common stockholders [Abstract]
Outstanding and issued common stock options	20,000

Commitments and Contingencies - Schedule of Operating Lease Liabilities Showing the Aggregate Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Operating Lease Liabilities Showing The Aggregate Lease Payments [Abstract]
2025	$ 1,187
2026	740
Total undiscounted lease payments	1,927
Less imputed interest	(114)
Total discounted lease payments	1,813
Less current portion of lease liability	(1,089)	$ (972)
Noncurrent portion of lease liability	$ 724	$ 1,814

Common Stock (Tables)

12 Months Ended

Dec. 31, 2024

Common Stock [Abstract]

Schedule of Common Stock Reserved for Future Issuance

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

	December 31,
	2024		2023
Outstanding and issued common stock options		1,628,378		1,040,875
Shares issuable upon exercise of common stock warrants		499,986		499,986
Shares available for grant under Equity Incentive Plans		1,791,291		119,014
Shares available for grant under Employee Stock Purchase Plans		981,370		111,958
Shares available for grant under 2022 Inducement Equity Incentive Plan		16,885		95,685
Total shares of common stock reserved		4,917,910		1,867,518

Organization and Description of Business

12 Months Ended

Dec. 31, 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 has also explored diseases where targeting diseased hematopoietic stem cells can provide benefits, such as 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 (“AMHC”) and became a public company.

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 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	15,022,122	11,163,896
Common stock, shares outstanding	15,022,122	11,163,896

Fair Value Measurements - Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Liabilities (Details) - Earnout Liability [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Changes in the Fair Value of the Company’s Level 3 Financial Liabilities [Line Items]
Fair value, as of beginning	$ 18
Change in the fair value included in other income	(18)
Fair value, as of ending

Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash [Abstract]
Cash and cash equivalents	$ 71,637	$ 86,887
Restricted cash	417	417
Total cash, cash equivalents and restricted cash	$ 72,054	$ 87,304	$ 38,667

Derivative Financial Instruments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Derivative Financial Instruments [Abstract]
Expire date	Sep. 24, 2021
Sponsor, description	the Sponsor agreed to place the 105,000 earnout shares into escrow (the “Earnout Shares”), which would have been released as follows: (a) 25,000 Earnout Shares would have been 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”) was greater than or equal to $115.00, (b) 50,000 Earnout Shares would have been released if, during the Earnout Period, the Applicable VWAP was greater than or equal to $150.00 and (c) 30,000 Earnout Shares would have been released if, during the Earnout Period, the Applicable VWAP was greater than or equal to $180.00 (the “triggering events”).
Recognized loss (gain)		$ 0.1

- 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
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5C
-Subparagraph (SX 210.12-13C(Column D))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5C

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column F))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5A
-Subparagraph (SX 210.12-13A(Column C))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5B
-Subparagraph (SX 210.12-13B(Column D))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5B

+ Details

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Information [Abstract]

Schedule of Significant Expense Categories Included within Net Loss Presented on the Company's Consolidated Statements of Operations and Comprehensive Loss

	Year Ended December 31,
	2024			2023
Personnel-related costs	$	27,615		$	18,724
Facilities and overhead costs		14,356			13,360

Program costs
Briquilimab platform		5,637			4,639
CMO		9,500			21,709
CSU		10,689			3,368
CIndU		2,234			189
Asthma		1,975			--
MDS/AML		1,824			3,955
SCID		2,409			2,917
Total program costs		34,268			36,777
Total operating expense		76,239			68,861
Other income, net		4,970			4,396
Net loss	$	(71,269	)	$	(64,465	)

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 04, 2024	Jan. 31, 2023 shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Incurred net losses			$ (71,269)	$ (64,465)
Operating cash flows			(62,602)	(52,067)
Acumulated deficit			(240,869)	(169,600)
Cash and cash equivalents			71,637	86,887
Reverse stock split	1-for-10
Change in fair value of common stock warrant liability				575
Reportable segment			1
Operating segment			1
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Outstanding warrants (in Shares) \| shares			4,999,863
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful lives of property and equipment			3 years
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful lives of property and equipment			5 years
Non-Voting Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares converted (in Shares) \| shares		91,102
Voting Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares converted (in Shares) \| shares		91,102
Common Stock Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Change in fair value of common stock warrant liability			$ 700	600
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Incurred net losses
IPO [Member]
Summary of Significant Accounting Policies [Line Items]
Outstanding warrants (in Shares) \| shares			499,986
Exercise price (in Dollars per share) \| $ / shares			$ 115
IPO [Member] \| Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Purchase of warrants (in Shares) \| shares			10
IPO [Member] \| Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Purchase of warrants (in Shares) \| shares			1

Common Stock (Details) - USD ($) $ in Millions						1 Months Ended
Common Stock (Details) - USD ($) $ in Millions	Feb. 25, 2025	Dec. 31, 2024	May 05, 2023	Jan. 31, 2023	Nov. 10, 2022	Feb. 29, 2024	Jan. 31, 2023	Dec. 31, 2023	Oct. 07, 2022
Common Stock [Line Items]
Common stock, shares authorized		492,000,000						492,000,000
Preferred stock shares authorized		10,000,000						10,000,000
Voting common stock		15,022,122						11,163,896
Common stock, shares outstanding		15,022,122						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
Remained available (in Dollars)		$ 75.0
Shares of common stock				900,000
Purchase of shares				900,000
Net proceeds (in Dollars)				$ 97.0
Underwriting agreement shares of common stock						3,900,000
Received net proceeds (in Dollars)						$ 47.2
Shelf Registration Statement [Member]
Common Stock [Line Items]
Securities (in Dollars)		$ 250.0							$ 150.0
Subsequent Event [Member]
Common Stock [Line Items]
Available offering amount (in Dollars)	$ 124.5
Voting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares authorized		490,000,000
Conversion of shares				91,102
Non Voting Common Stock [Member]
Common Stock [Line Items]
Common stock, shares authorized		2,000,000
Common stock, shares outstanding
Conversion of shares				91,102
Common Stock [Member]
Common Stock [Line Items]
Aggregate shares							233,747
Net proceeds (in Dollars)							$ 4.5
Shares of common stock				6,900,000