Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | JASPER THERAPEUTICS, INC. | |
Trading Symbol | JSPR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001788028 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39138 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2984849 | |
Entity Address, Address Line One | 2200 Bridge Pkwy | |
Entity Address, Address Line Two | Suite #102 | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94065 | |
City Area Code | (650) | |
Local Phone Number | 549-1400 | |
Title of 12(b) Security | Voting Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Voting Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 36,580,263 | |
Non-Voting Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 1,296,022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 70,400 | $ 84,701 |
Prepaid expenses and other current assets | 3,399 | 3,130 |
Total current assets | 73,799 | 87,831 |
Property and equipment, net | 3,499 | 3,686 |
Operating lease right-of-use assets | 2,222 | 1,147 |
Restricted cash | 417 | 345 |
Other non-current assets | 611 | 645 |
Total assets | 80,548 | 93,654 |
Current liabilities: | ||
Accounts payable | 1,466 | 3,919 |
Current portion of operating lease liabilities | 521 | 505 |
Accrued expenses and other current liabilities | 3,982 | 3,596 |
Total current liabilities | 5,969 | 8,020 |
Non-current portion of operating lease liabilities | 3,383 | 2,380 |
Common stock warrant liability | 1,300 | 7,350 |
Earnout liability | 1,150 | 5,743 |
Other non-current liabilities | 641 | 643 |
Total liabilities | 12,443 | 24,136 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Preferred stock: $0.0001 par value — 10,000,000 shares authorized at March 31, 2022 and December 31, 2021; none issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Common stock: $0.0001 par value — 492,000,000 shares authorized at March 31, 2022 and December 31, 2021; 37,874,207 and 37,855,114 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional paid-in capital | 137,758 | 136,964 |
Accumulated deficit | (69,657) | (67,450) |
Total stockholders’ equity | 68,105 | 69,518 |
Total liabilities and stockholders’ equity | $ 80,548 | $ 93,654 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 492,000,000 | 492,000,000 |
Common stock, shares issued | 37,874,207 | 37,855,114 |
Common stock, shares outstanding | 37,874,207 | 37,855,114 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses | ||
Research and development | $ 8,188 | $ 4,420 |
General and administrative | 4,590 | 1,834 |
Total operating expenses | 12,778 | 6,254 |
Loss from operations | (12,778) | (6,254) |
Change in fair value of earnout liability | 4,593 | |
Change in fair value of common stock warrant liability | 6,050 | |
Change in fair value of derivative liability | (3,501) | |
Other income (expense), net | (72) | 1 |
Total other income (expense), net | 10,571 | (3,500) |
Net loss and comprehensive loss | $ (2,207) | $ (9,754) |
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share) | $ (0.06) | $ (4.92) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares) | 36,309,683 | 1,980,910 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Balance at Dec. 31, 2020 | $ 43,840 | $ 1 | $ 1,682 | $ (36,813) | $ (35,130) | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 15,480,195 | 2,770,702 | |||
Issuance of common stock upon exercise of stock options | 2 | 2 | ||||
Issuance of common stock upon exercise of stock options (in Shares) | [1] | 2,872 | ||||
Issuance of Series A-1 redeemable convertible preferred stock for cash | $ 10,750 | |||||
Issuance of Series A-1 redeemable convertible preferred stock for cash (in Shares) | [1] | 4,042,565 | ||||
Settlement of the redeemable convertible preferred stock tranche liability | $ 11,659 | |||||
Vesting of founders restricted stock | 3 | 3 | ||||
Stock-based compensation expense | 327 | 327 | ||||
Net loss | (9,754) | (9,754) | ||||
Balance at Mar. 31, 2021 | $ 66,249 | $ 1 | 2,014 | (46,567) | (44,552) | |
Balance (in Shares) at Mar. 31, 2021 | [1] | 19,522,760 | 2,773,574 | |||
Balance at Dec. 31, 2021 | $ 4 | 136,964 | (67,450) | 69,518 | ||
Balance (in Shares) at Dec. 31, 2021 | 37,855,114 | |||||
Issuance of common stock upon exercise of stock options | 13 | 13 | ||||
Issuance of common stock upon exercise of stock options (in Shares) | 19,073 | |||||
Issuance of common stock upon exercise of common stock warrants | ||||||
Issuance of common stock upon exercise of common stock warrants (in Shares) | 20 | |||||
Vesting of founders restricted stock | 3 | 3 | ||||
Stock-based compensation expense | 778 | 778 | ||||
Net loss | (2,207) | (2,207) | ||||
Balance at Mar. 31, 2022 | $ 4 | $ 137,758 | $ (69,657) | $ 68,105 | ||
Balance (in Shares) at Mar. 31, 2022 | 37,874,207 | |||||
[1] | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Reverse Recapitalization (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of 0.282378, except for 100 shares of Series A-2 redeemable convertible preferred stock as described in Note 3. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (2,207) | $ (9,754) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 216 | 22 |
Non-cash lease expense | 56 | 96 |
Stock-based compensation expense | 778 | 327 |
Change in fair value of derivative liability | 3,501 | |
Change in fair value of common stock warrant liability | (6,050) | |
Change in fair value of earnout liability | (4,593) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (269) | (785) |
Other receivables | 600 | |
Other non-current assets | 34 | |
Accounts payable | (2,453) | 83 |
Accrued expenses and other current liabilities | 386 | (286) |
Operating lease liability | (112) | |
Other non-current liabilities | 1 | 1 |
Net cash used in operating activities | (14,213) | (6,195) |
Cash flows used in investing activities | ||
Purchases of property and equipment | (29) | (960) |
Net cash used in investing activities | (29) | (960) |
Cash flows from financing activities | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 10,750 | |
Proceeds from exercise of common stock options | 13 | 2 |
Net cash provided by financing activities | 13 | 10,752 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (14,229) | 3,597 |
Cash, cash equivalents and restricted cash at beginning of the period | 85,046 | 20,183 |
Cash, cash equivalents and restricted cash at end of the period | 70,817 | 23,780 |
Supplemental and non-cash items reconciliations: | ||
Right-of-use asset obtained in exchange for lease liabilities | 1,131 | |
Non-cash leasehold improvements | 1,196 | |
Vesting of founders’ restricted stock | 3 | 3 |
Deferred offering costs | 286 | |
(Settlement) of derivative tranche liability | $ (11,659) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Description of Business Jasper Therapeutics, Inc. (“Jasper” or the “Company”), formerly known as Amplitude Healthcare Acquisition Corporation (“AMHC”), is a clinical-stage biotechnology company dedicated to enabling cures through hematopoietic stem cell therapy. The Company is focused on the development and commercialization of safer and more effective conditioning agents and mRNA-based stem cell engineering to allow for expanded use of stem cell transplantation and ex vivo gene therapy, a technique in which genetic manipulation of cells is performed outside of the body prior to transplantation. The Company is also developing novel therapeutics directed at diseased hematopoietic stem cells. Its drug development pipeline includes multiple product candidates designed to improve hematopoietic stem cell therapy. The lead product candidate, JSP191, is in clinical development as a novel conditioning antibody that clears hematopoietic stem cells from bone marrow in patients prior to undergoing allogeneic stem cell therapy or stem cell gene therapy. The Company plans to initiate a registrational clinical study in acute myeloid leukemia patients undergoing stem cell transplantation by the end of the first quarter of 2023. The Company is also initiating a pilot study of JSP191 as a therapeutic in lower-risk myelodysplastic syndrome, which it expects to commence in the second half of this year. The Company is headquartered in Redwood City, California. On September 24, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination” or “Reverse Recapitalization” for accounting purposes) pursuant to the terms of the Business Combination Agreement, dated as of May 5, 2021 (the “BCA”), by and among AMHC, Ample Merger Sub, Inc., a then-wholly-owned subsidiary of AMHC (“Merger Sub”), and the pre-Business Combination Jasper Therapeutics, Inc. (now named Jasper Tx Corp.) (“Old Jasper”). Pursuant to the terms of the BCA, on the Closing Date, (i) Merger Sub merged with and into Old Jasper, with Old Jasper as the surviving company in the Business Combination, and, after giving effect to such Business Combination, Old Jasper became a wholly owned subsidiary of AMHC and changed its name to “Jasper Tx Corp.”, and (ii) AMHC changed its name to “Jasper Therapeutics, Inc.”. In addition, concurrently with the execution of the BCA, certain investors (“PIPE Investors”) entered into Subscription Agreements with AMHC whereby such investors subscribed for the purchase of an aggregate of 10,000,000 shares of AMHC’s Class A Common Stock at a price of $10.00 per share for aggregate gross proceeds of $100.0 million (“PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Business Combination. Please refer to Note 3, “Reverse Recapitalization”, for further details of the Business Combination. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception. During the three months ended March 31, 2022 and 2021, the Company incurred net losses of $2.2 million and $9.8 million, respectively. During the three months ended March 31, 2022 and 2021, the Company had negative operating cash flows of $14.2 million and $6.2 million, respectively. As of March 31, 2022 and December 31, 2021, the Company had an accumulated deficit of $69.7 million and $67.5 million, respectively. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure. The Company’s cash and cash equivalents of $70.4 million as of March 31, 2022 are not sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed consolidated financial statements. Additional funds are necessary to maintain current operations and to continue research and development activities. The Company’s management plans to monitor expenses and raise additional capital through a combination of public and private equity, debt financings, strategic alliances, and licensing arrangements. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts, needed, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Coronavirus Pandemic In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (“COVID-19”) outbreak a pandemic. The Company is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention as well as federal, state, and local governments regarding working-from-home practices for non-essential employees as well as return-to-work policies and procedures. The Company expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees and other business partners in light of the pandemic. While the Company’s operations to date have not been significantly impacted by the COVID-19 pandemic, it cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its business, financial condition and operations, including planned clinical trials and clinical development timelines. The Company experienced slower than anticipated patient enrollment in its severe combined immunodeficiency clinical trial in 2020 due to reluctance of these immunocompromised patients to travel and undergo hospitalization during the pandemic. The Company may continue to experience interruptions to its clinical trials due to the COVID-19 pandemic, including the spread of variants. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on future developments, including the duration and spread of the pandemic, its impact on the Company’s clinical trial enrollment, trial sites, contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other third parties with whom it does business, its impact on regulatory authorities and the Company’s key scientific and management personnel, progress of vaccination and related governmental advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying condensed financial statements are consolidated for the three months ended March 31, 2022 and include the accounts of Jasper Therapeutics, Inc. (i.e., formerly known as AMHC) and its wholly-owned subsidiary, Jasper Tx Corp., following the Reverse Recapitalization as further discussed in Note 3, “Reverse Recapitalization”. All intercompany transactions and balances have been eliminated upon consolidation. All historical share data and per-share amounts were retrospectively adjusted to reflect the effect of the exchange ratio of 0.2823780 per one share, which was determined at the closing of the Reverse Recapitalization, except for the 100 shares of Series A-2 redeemable convertible preferred stock. The Series A-2 shares were not subject to the exchange ratio as a part of the recapitalization; rather, the shares were converted into 2,200,000 shares of common stock upon the closing of the business combination. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 18, 2022. The information as of December 31, 2021, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any other interim period or for any other future year. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include but are not limited to the valuation of common and redeemable convertible preferred stock before the Reverse Recapitalization, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of derivative liability, valuation of earnout liability and the measurement of stock-based compensation expense. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total amount shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2022 2021 Cash and cash equivalents $ 70,400 $ 84,701 Restricted cash 417 345 Total cash, cash equivalents and restricted cash $ 70,817 $ 85,046 Cash and cash equivalents consist of a checking account and investments in money market funds with an original maturity of three months or less at the time of purchase. The recorded carrying amount of cash and cash equivalents approximates their fair value. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 9). Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards, the Earnout Shares, the Common Stock Warrants and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the three months ended March 31, 2022 and 2021, the diluted net loss per common share was the same as basic net loss per common share, as the impact of potentially dilutive securities was antidilutive to the net loss per common share. The Earnout Shares and common stock subject to restricted stock awards are contingently issuable shares and are not included in the diluted net loss per share calculation until contingencies are resolved. Segment Reporting The Company has determined it operates as a single operating and reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. All long-lived assets are located in the United States. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public companies, this ASU is effective for fiscal years beginning after December 15, 2020. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company used the extended transition period for emerging growth companies and adopted this ASU on January 1, 2022. The adoption of this ASU did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | NOTE 3. REVERSE RECAPITALIZATION On the Closing Date, the Company consummated the Business Combination in accordance with the BCA. Merger Sub merged with Old Jasper, with Old Jasper as the surviving company and as a wholly owned subsidiary of AMHC. AMHC was renamed Jasper Therapeutics, Inc., and Old Jasper was renamed Jasper Tx Corp. In accordance with the BCA, at the closing of the Business Combination, each share of Old Jasper common stock and Old Jasper redeemable convertible preferred stock outstanding immediately prior to the closing was automatically cancelled, extinguished and converted into the number of shares of the Company’s common stock or, in certain circumstances, the Company’s non-voting common stock, based on Old Jasper’s equity value of $275.0 million divided by $10.00. The exchange ratio agreed between the parties was one-for-0.282378 share of the Company’s common stock for all Old Jasper stockholders, except for Amgen Inc. (“Amgen”). Amgen’s 100 shares of Series A-2 redeemable convertible preferred stock were converted into 2,200,000 shares of the Company’s common stock, which represented 8% of the Old Jasper equity value, as per the terms of the Amgen’s agreement with Old Jasper. Each vested and unvested option to purchase shares of Old Jasper’s common stock outstanding at the closing of the Business Combination was converted into a comparable option to purchase shares of the Company’s common stock, with the same terms after giving effect of the exchange ratio. Each unvested award of restricted shares of Old Jasper common stock outstanding immediately prior to the closing was converted into a comparable right to receive restricted shares of the Company’s common stock, after giving effect of the same exchange ratio. In connection with the Business Combination, the Company received $95.3 million in net cash proceeds. This amount was comprised of $5.5 million of cash held in AMHC’s trust account from its initial public offering (after payment of redemptions and public offering expenses paid at the closing of the Business Combination) and $100.0 million of cash received by AMHC in connection with the PIPE Financing, net of AMHC’s transaction costs and placement agents’ fees of $9.0 million and operating expense payments of $1.2 million. The Company incurred $5.3 million of transaction costs, consisting of legal, professional, and banking fees, which were recorded as a reduction to additional paid-in capital. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4. FAIR VALUE MEASUREMENTS The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: ● Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; ● Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and ● Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. Level 1 securities consist of highly liquid money market funds. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy. Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. The Company had no financial instruments classified at Level 2 as of March 31, 2022 and December 31, 2021. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. Level 3 liabilities that are measured at fair value on a recurring basis included the derivative tranche liability, which was extinguished in February 2021, and earnout liability, which was recognized in connection with the Business Combination in September 2021. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at estimated fair value using Level 3 inputs. There were no transfers within the hierarchy during the three months ended March 31, 2022 and 2021. The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 69,400 $ - $ - $ 69,400 Total fair value of assets $ 69,400 $ - $ - $ 69,400 Financial liabilities Common stock warrant liability $ 1,300 $ - $ - $ 1,300 Earnout liability - - 1,150 1,150 Total fair value of financial liabilities $ 1,300 $ - $ 1,150 $ 2,450 December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 83,701 $ - $ - $ 83,701 Total fair value of assets $ 83,701 $ - $ - $ 83,701 Financial liabilities Common stock warrant liability $ 7,350 $ - $ - $ 7,350 Earnout liability - - 5,743 5,743 Total fair value of financial liabilities $ 7,350 $ - $ 5,743 $ 13,093 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Derivative Earnout Fair Value as of January 1, 2021 $ 8,158 $ — Change in the fair value included in other expense 3,501 — Settlement of obligation (11,659 ) — Fair Value as of March 31, 2021 $ — $ — Fair Value as of January 1, 2022 $ — $ 5,743 Change in the fair value included in other income — (4,593 ) Fair Value as of March 31, 2022 $ — $ 1,150 The derivative tranche liability was measured using the option pricing method by estimating the value using the Black-Scholes model. The significant inputs used in the Black-Scholes model include the fair value of the redeemable convertible preferred stock, the risk-free interest rate, the expected volatility and the expected term when each tranche will be settled. The fair value of the derivative tranche liability equaled its intrinsic value, a difference between the issued redeemable convertible preferred stock shares’ fair value and the price paid by investors, at the date of settlement in February 2021. The estimated fair value of the earnout liability is determined using a Monte Carlo simulation model, which uses a distribution of potential outcomes on a monthly basis over the earnout period prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company’s common stock price, expected volatility, risk-free rate and expected term. The estimates of fair value are uncertain and changes in any of the estimated inputs used as of the date of this report could have resulted in significant adjustments to the fair value. The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurement classified in Level 3 of the fair value hierarchy at March 31, 2022: Fair value Valuation Significant Earnout liability $ 1,150 Monte Carlo Simulation Common stock price $ 3.55 Expected term (in years) 2.49 Expected volatility 70.00 % Risk-free interest rate 2.34 % The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurement classified in Level 3 of the fair value hierarchy at December 31, 2021: Fair value (in thousands) Valuation methodology Significant Earnout liability $ 5,743 Monte Carlo Simulation Common stock price $ 7.85 Expected term (in years) 2.73 Expected volatility 74.00 % Risk-free interest rate 0.90 % |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS | NOTE 5. CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS Prepaid expenses and other current assets The following table summarizes the details of prepaid expenses and other current assets as of the dates set forth below (in thousands): March 31, December 31, 2022 2021 Prepaid insurance $ 1,422 $ 2,074 Other prepaid expenses 791 171 Research and development prepaid expenses 569 139 Payroll tax credit receivable 548 548 Rent deposit 27 27 Other current assets 27 21 Other receivables 15 150 Total $ 3,399 $ 3,130 Property and equipment, net The following table summarizes the details of property and equipment, net as of the dates set forth below (in thousands): March 31, December 31, 2022 2021 Leasehold improvements $ 2,056 $ 2,056 Lab equipment 1,598 1,569 Office furniture & fixtures 208 208 Computer equipment 140 140 Capitalized software 90 90 4,092 4,063 Less: accumulated depreciation and amortization (593 ) (377 ) Property and equipment, net $ 3,499 $ 3,686 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $0.2 million and less than 0.1 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): March 31, December 31, 2022 2021 Research and development accrued expenses $ 2,780 $ 1,660 Accrued employee and related compensation expenses 349 1,151 License option liability, current 200 200 Accrued tax liability 105 - Other 548 585 Total $ 3,982 $ 3,596 Other non-current liabilities The following table summarizes the details of other non-current liabilities as of the dates set forth below (in thousands): March 31, December 31, CIRM grant liability $ 600 $ 600 Accrued tax liability 24 24 Restricted stock liability 17 19 Total $ 641 $ 643 |
Cirm Grant
Cirm Grant | 3 Months Ended |
Mar. 31, 2022 | |
Cirm Grant Disclosure [Abstract] | |
CIRM GRANT | NOTE 6. CIRM GRANT In November 2020, California Institute for Regenerative Medicine (“CIRM”) awarded the Company $2.3 million in support of the research project related to a monoclonal antibody that depletes blood stem cells and enables chemotherapy-free transplants. The award is payable to the Company upon achievement of milestones over the next three years that are primarily based on patients’ enrollment to the Company’s clinical trials. CIRM may permanently cease disbursements if milestones are not met within four months of the scheduled completion date. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include but are not limited to salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on 0.1% of net sales of CIRM-funded product candidates or CIRM-funded technology per $1.0 million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus 25% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounted for this award as a liability. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, and upon determination of amounts that would become due, the Company will adjust accordingly. In the absence of explicit US GAAP guidance on contributions received by business entities from government entities, the Company has applied to the CIRM grant the recognition and measurement guidance in Accounting Standards Codification Topic 958-605 by analogy. As of December 31, 2020, the Company met a milestone and had recorded $0.6 million in other receivables for the milestone that was met and $0.6 million in other long-term liabilities related to this grant. The Company received an aggregate of $0.6 million from CIRM in January and March 2021. As of March 31, 2022, the Company recorded $0.6 million in other long-term liabilities related to this grant. As of March 31, 2022, $1.7 million is available for future distribution to the Company under the grant upon achievement of milestones. |
Significant Agreements
Significant Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Significant Agreements [Abstract] | |
SIGNIFICANT AGREEMENTS | NOTE 7. SIGNIFICANT AGREEMENTS Amgen License Agreement On November 21, 2019, the Company entered into a license agreement with Amgen (the “Amgen License Agreement”), pursuant to which the Company obtained an exclusive, sublicensable license for certain patents, data, and non-data know-how related to Amgen’s proprietary monoclonal antibody known as AMG 191, as renamed to JSP191 (“JSP191”). The Amgen License Agreement terminates on a country-by-country basis on the 10th anniversary of the date on which the exploitation of the licensed products is no longer covered by a valid claim under a licensed patent in such country. On a country-by-country basis, upon the expiration of the term in each country with respect to the licensed products, the licenses to the Company by Amgen become fully paid and non-exclusive. The Company and Amgen have the right to terminate the agreement for a material breach as specified in the agreement. Stanford License Agreement In March 2021, the Company entered into a definitive license agreement (the “Stanford License Agreement”) with Stanford University (“Stanford”). The Company received a worldwide, exclusive license with a right to sublicense for JSP191 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 JSP191 (together, the “Licensed Technology”). Under the terms of this agreement, the Company will use commercially reasonable efforts to develop, manufacture, and sell licensed product and to develop markets for a licensed product. In addition, the Company will use commercially reasonable efforts to meet the milestones as specified in the agreement over the six years from execution of the Stanford License Agreement and must notify Stanford in writing as each milestone is met. The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company paid a $25,000 license maintenance fee in March 2022, which was recognized as research and development expense in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2022. The Stanford License Agreement expires on a country-by-country basis on the last-to-expire valid claim of a licensed patent in such country. The Company may terminate the agreement by giving Stanford written notice at least 12 months in advance of the effective date of termination. The Company may also terminate the agreement solely with respect to any particular patent application or patent by giving Stanford written notice at least 60 days in advance of the effective date of termination. Stanford may terminate the agreement after 90 days from a written notice by Stanford, specifying a problem, including a delinquency on any report required pursuant to agreement or any payment, missing a milestone or for a material breach, unless the Company remediates the problem in that 90-day period. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS Common Stock Warrants The Common Stock Warrants are traded on the Nasdaq Capital Market and may only be exercised for a whole number of shares. The Common Stock Warrants became exercisable on October 24, 2021 and expire on September 24, 2026, unless early redeemed or if the Company extends the exercise period. The fair value of $7.9 million of Common Stock Warrants was recognized as a liability on September 24, 2021, the Closing Date, based on the closing market price. 130 Common Stock Warrants have been exercised as of March 31, 2022. The Company recognized a gain of $6.1 million for the three months ended March 31, 2022, classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations and comprehensive loss. The Common Stock Warrants’ fair value was $1.3 million and $7.4 million as of March 31, 2022 and December 31, 2021, respectively. Contingent Earnout Liability Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until the September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”). The Earnout Shares placed in escrow are legally issued and outstanding shares that participate in voting and dividends. The Earnout Shares (along with related escrowed dividends, if any) will be forfeited and not released from escrow at the end of the Earnout Period unless the triggering events described above are achieved during the Earnout Period. Upon the closing of the Business Combination, the contingent obligation to release the Earnout Shares was accounted for as a liability classified financial instrument upon their initial recognition because the triggering events that determine the number of shares required to be released from escrow include events that were not solely indexed to the common stock of the Company. The earnout liability is remeasured each reporting period with changes in fair value recognized in earnings. The estimated fair value of the earnout liability was $1.2 million and $5.7 million as of March 31, 2022 and December 31, 2021, respectively, based on a Monte Carlo simulation model. Assumptions used in the valuations are described in Note 4. No triggering event occurred as of March 31, 2022. The Company recognized a gain of $4.6 million for the three months ended March 31, 2022, classified within change in fair value of earnout liability in the condensed consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES Operating Leases In August 2020, the Company entered into a 68-month operating lease for laboratory and office space in Redwood City, California, with a lease commencement date in September 2020. In January 2022, the Company amended its operating lease in Redwood City, California to add an additional 5,611 rentable square feet with a lease commencement date on March 1, 2022. The total additional lease payments for the extra space from the commencement date are estimated at $1.8 million. In March 2022, the Company entered into an agreement for 5,144 square feet of temporary office space in Redwood City, California, for use while the extra space leased in January 2022 is under construction. The Company will pay $26,000 monthly for the temporary office space rent. The Company’s operating lease will expire in August 2026. In conjunction with signing the lease, the Company secured a letter of credit in favor of the lessor in the amount of $0.4 million. The funds related to this letter of credit are presented as restricted cash on the Company’s condensed consolidated balance sheets. The lease agreement includes an escalation clause for increased base rent and a renewal provision allowing the Company to extend this lease for an additional 60 months at the prevailing rental rate, which the Company is not reasonably certain to exercise. In addition to base rent, the Company will pay its share of operating expenses and taxes. To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.5 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised. The Company recognized $1.6 million in leasehold improvements covered by these allowances as of December 31, 2021. As of March 31, 2022, no additional leasehold improvements covered by these allowances have been recognized. In accordance with the lease agreement, the lessor will manage and supervise the construction of the improvements. In exchange for these services, the Company paid the lessor a fee equal to 5% of total construction costs. The leasehold improvements constructed are presented under property and equipment on the Company’s condensed consolidated balance sheets and will be depreciated on a straight-line basis over the remaining lease term. In addition to the construction management and supervision fee noted above, the Company pays variable costs related to its share of operating expenses and taxes. These variable costs are recorded as lease expense as incurred and presented as operating expenses in the condensed consolidated statements of operations and comprehensive loss. The components of lease costs, which were included in the Company’s statements of operations and comprehensive loss, are as follows (in thousands): Three Months Ended 2022 2021 Lease cost Operating lease cost $ 119 $ 96 Short-term lease cost 45 70 Total lease cost $ 164 $ 166 Supplemental information related to the Company’s operating leases is as follows: Three Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 176 $ - Weighted average remaining lease term (years) 4.4 5.2 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 March 31, 2022 (in thousands): Year ending December 31, Amount 2022 (remainder) $ 758 2023 1,121 2024 1,154 2025 1,189 2026 743 Total undiscounted lease payments 4,965 Less imputed interest (781 ) Less: tenant improvement incentive (280 ) Total discounted lease payments 3,904 Less current portion of lease liability (521 ) Noncurrent portion of lease liability $ 3,383 Stanford Sponsored Research Agreement In September 2020, the Company entered into a sponsored research agreement with Stanford for a research program related to the treatment of Fanconi Anemia patients in Bone Marrow Failure requiring allogeneic transplant with non-sibling donors at Stanford Lucile Packard Children’s Hospital (the “Research Project”) using JSP191. 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 exclusively Stanford’s rights in the Fanconi Anemia Research Project IP (the “Fanconi Anemia Option”) in the field of commercialization of JSP191. There is no license granted or other intellectual property transferred under this agreement until the Fanconi Anemia Option is exercised. As of March 31, 2022, the Company has not yet exercised the Fanconi Anemia Option. As consideration for the services performed by Stanford under this sponsored research agreement, the Company agreed to pay Stanford a total of $0.9 million over approximately 3 years upon the achievement of development and clinical milestones, including FDA filings and patients’ enrollment. As of December 31, 2020, the Company had accrued $0.3 million related to the achievement of the first milestone under this agreement, which was paid in February 2021. In February 2022, the second milestone was achieved. The Company paid $0.3 million in March 2022 and recognized this as a research and development expense in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2022. The third milestone is based on the progress of the clinical trials and will be recognized when achieved. License Agreements In March 2021, the Company entered into the Stanford License Agreement (Note 7), pursuant to which the Company is required to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. The Company will also pay low single-digit royalties on net sales of licensed products. All products are in development as of March 31, 2022, and no such royalties were due as of such date. The Company paid a $25,000 license maintenance fee in March 2022. Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the three months ended March 31, 2022 and the year ended December 31, 2021, and, to the best of its knowledge, no material legal proceedings are currently pending. Guarantees and Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of March 31, 2022 and December 31, 2021, the Company does not have any material indemnification claims that are probable or reasonably possible and consequently has not recorded related liabilities. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock [Abstract] | |
COMMON STOCK | NOTE 10: COMMON STOCK On September 24, 2021, upon the closing of the Business Combination, the Company issued (1) 13,037,901 shares of voting common stock in exchange for AMHC’s outstanding shares of Class A common stock, (2) 23,482,387 shares of voting common stock and (3) 1,296,022 shares of non-voting common stock in exchange for outstanding shares of Old Jasper preferred stock and 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 36,578,185 shares of voting common stock, 1,296,022 shares of non-voting common stock and no shares of preferred stock issued and outstanding as of March 31, 2022. 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. As of March 31, 2022 and December 31, 2021, the Company had shares of its common stock reserved for future issuance as follows: March 31, December 31, 2022 2021 Outstanding and issued common stock options 5,888,872 2,660,383 Common stock warrants 4,999,863 4,999,883 Shares available for grant under 2021 Equity Incentive Plan 4,393,450 4,422,480 Shares available for grant under 2022 Inducement Equity Incentive Plan 1,295,672 - Shares available for grant under 2021 Employee Stock Purchase Plan 928,551 550,000 Total shares of common stock reserved 17,506,408 12,632,746 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11. STOCK-BASED COMPENSATION On September 23, 2021, the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”) became effective upon the prior approval of Old Jasper’s board of directors and stockholders. The 2021 Plan and 2021 ESPP provide for annual automatic increases in the number of shares reserved under each plan, beginning on January 1, 2022. The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the 2021 ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of March 31, 2022, 5,914,204 shares were reserved for issuance under the 2021 Plan, of which 4,298,478 shares were available for future grant and 1,662,311 shares were subject to outstanding options and restricted stock units (“RSUs”), including performance-based awards. As of March 31, 2022, no shares have been issued under the 2021 ESPP and 928,551 shares were reserved and available for future issuance. On March 14, 2022, the compensation committee of the board adopted the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”) under which the Company may grant equity awards to new employees. The only persons eligible to receive grants under the 2022 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. As of March 31, 2022, 3,000,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 1,295,672 shares were available for future grant and 1,704,328 shares were subject to an outstanding stock option. Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and other awards to employees, directors and consultants. Under the 2022 Inducement Plan, the Company can grant nonstatutory stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards and other awards, but only to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. Under the 2021 ESPP, the Company can grant purchase rights to employees to purchase shares of common stock at a purchase price which equal to 85% of the fair market value of common stock on the offering date or on the exercise date, whichever is lower. Stock options under the 2021 Plan and the 2022 Inducement Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant, provided, however, that the exercise price of an ISO (which cannot be granted pursuant to the 2022 Inducement Plan) granted to a 10% stockholder may not be less than 110% of the fair market value of the shares. Stock options granted to employees and non-employees generally vest ratably over four years. Stock Options The following table summarizes the activity under the 2021 Plan, the 2022 Inducement Plan and the 2019 Plan for the three months ended March 31, 2022: Options Outstanding Shares Number of Weighted Weighted - Aggregate Balance, January 1, 2022 4,422,480 2,660,383 $ 0.81 8.54 18,731,908 Shares authorized 4,514,204 Options granted (3,271,667 ) 3,271,667 $ 3.54 Options exercised - (19,073 ) $ 0.71 Options cancelled/forfeited 24,105 (24,105 ) $ 1.59 Balance, March 31, 2022 5,689,122 5,888,872 $ 2.32 7.31 7,223,553 Vested and expected to vest, March 31, 2022 5,888,872 $ 2.32 7.31 7,223,553 Exercisable – March 31, 2022 1,829,401 $ 0.94 3.99 4,768,458 The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the three months ended March 31, 2022 was $0.1 million. The total fair value of options that vested during the three months ended March 31, 2022 was $0.4 million. The weighted-average grant date fair value of options granted during the three months ended March 31, 2022 was $1.95 per share. Future stock-based compensation for unvested options as of March 31, 2022 was $7.2 million, which is expected to be recognized over a weighted-average period of 3.4 years. Restricted Stock Units (RSUs) The following table provides a summary of RSUs activity under the 2021 Plan during the three months ended March 31, 2022: Number of Weighted Average Unvested restricted stock units at January 1, 2022 - $ - Granted 94,972 3.54 Unvested restricted stock units at March 31, 2022 94,972 $ 3.54 Unamortized stock-based compensation for restricted stock units as of March 31, 2022 was less than $0.1 million, which is expected to be recognized over a weighted-average period of 0.8 years. Stock-Based Compensation Expense The following table presents stock-based compensation expenses related to options and RSUs granted to employees and non-employees, and restricted common stock shares issued to founders (in thousands): Three Months Ended 2022 2021 General and administrative $ 556 $ 128 Research and development 222 199 Total $ 778 $ 327 Valuation of Stock Options The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended 2022 2021 Expected term (in years) 1.00 – 6.08 5.29 – 6.08 Expected volatility 43.25% – 60.35% 75.27% – 75.79% Risk-free interest rate 1.40% – 2.35% 0.65% – 0.80% Expected dividend yield — — |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | NOTE 12. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended 2022 2021 Numerator: Net loss attributable to common stockholders $ (2,207 ) $ (9,754 ) Denominator: Weighted average common shares outstanding 37,868,748 2,772,353 Less: Weighted-average unvested restricted shares (509,065 ) (791,443 ) Less: Shares subject to earnout (1,050,000 ) - Weighted average shares used to compute basic and diluted net loss per share 36,309,683 1,980,910 Net loss per share attributable to common stockholders – basic and diluted $ (0.06 ) $ (4.92 ) 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: March 31, 2022 2021 Outstanding and issued common stock options 5,888,872 3,126,478 Common stock warrants 4,999,863 - Unvested restricted common stock 470,630 753,008 Unvested RSUs 94,972 - Convertible preferred stock - 21,722,660 Total 11,454,337 25,602,146 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 13. RELATED PARTIES The Company entered into consulting agreements with two founders, who also received founders’ common stock shares for services and assigned patents. The Company recorded $0.1 million and less than $0.1 million for the founders’ advisory and consulting services performed for the three months ended March 31, 2022 and 2021, respectively. These expenses were recorded as research and development expenses in the consolidated statements of operations and comprehensive loss. Also, the Company’s Licensed Technology from Stanford (see Note 7) was created in the Stanford laboratory of Professor Judith Shizuru, one of the Company’s founders. In December 2020, the Company entered into a material transfer agreement with Zai Lab Limited where both companies will collaborate on a research project and share total expenses of up to $0.3 million equally. The Company recorded zero and $36,000 as a reduction to research and development expenses for expenses reimbursed by Zai Lab Limited for the three months ended March 31, 2022 and 2021, respectively. The Company’s chairman is a board member of Zai Lab Limited. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying condensed financial statements are consolidated for the three months ended March 31, 2022 and include the accounts of Jasper Therapeutics, Inc. (i.e., formerly known as AMHC) and its wholly-owned subsidiary, Jasper Tx Corp., following the Reverse Recapitalization as further discussed in Note 3, “Reverse Recapitalization”. All intercompany transactions and balances have been eliminated upon consolidation. All historical share data and per-share amounts were retrospectively adjusted to reflect the effect of the exchange ratio of 0.2823780 per one share, which was determined at the closing of the Reverse Recapitalization, except for the 100 shares of Series A-2 redeemable convertible preferred stock. The Series A-2 shares were not subject to the exchange ratio as a part of the recapitalization; rather, the shares were converted into 2,200,000 shares of common stock upon the closing of the business combination. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 18, 2022. The information as of December 31, 2021, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial statements. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any other interim period or for any other future year. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include but are not limited to the valuation of common and redeemable convertible preferred stock before the Reverse Recapitalization, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of derivative liability, valuation of earnout liability and the measurement of stock-based compensation expense. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total amount shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2022 2021 Cash and cash equivalents $ 70,400 $ 84,701 Restricted cash 417 345 Total cash, cash equivalents and restricted cash $ 70,817 $ 85,046 Cash and cash equivalents consist of a checking account and investments in money market funds with an original maturity of three months or less at the time of purchase. The recorded carrying amount of cash and cash equivalents approximates their fair value. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 9). |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards, the Earnout Shares, the Common Stock Warrants and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock, common stock subject to repurchase, common stock subject to restricted stock awards and the Earnout Shares to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. For the three months ended March 31, 2022 and 2021, the diluted net loss per common share was the same as basic net loss per common share, 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 | Segment Reporting The Company has determined it operates as a single operating and reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. All long-lived assets are located in the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public companies, this ASU is effective for fiscal years beginning after December 15, 2020. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company used the extended transition period for emerging growth companies and adopted this ASU on January 1, 2022. The adoption of this ASU did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of cash and restricted cash | March 31, December 31, 2022 2021 Cash and cash equivalents $ 70,400 $ 84,701 Restricted cash 417 345 Total cash, cash equivalents and restricted cash $ 70,817 $ 85,046 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities | March 31, 2022 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 69,400 $ - $ - $ 69,400 Total fair value of assets $ 69,400 $ - $ - $ 69,400 Financial liabilities Common stock warrant liability $ 1,300 $ - $ - $ 1,300 Earnout liability - - 1,150 1,150 Total fair value of financial liabilities $ 1,300 $ - $ 1,150 $ 2,450 December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets Money market funds $ 83,701 $ - $ - $ 83,701 Total fair value of assets $ 83,701 $ - $ - $ 83,701 Financial liabilities Common stock warrant liability $ 7,350 $ - $ - $ 7,350 Earnout liability - - 5,743 5,743 Total fair value of financial liabilities $ 7,350 $ - $ 5,743 $ 13,093 |
Schedule of changes in the fair value | Derivative Earnout Fair Value as of January 1, 2021 $ 8,158 $ — Change in the fair value included in other expense 3,501 — Settlement of obligation (11,659 ) — Fair Value as of March 31, 2021 $ — $ — Fair Value as of January 1, 2022 $ — $ 5,743 Change in the fair value included in other income — (4,593 ) Fair Value as of March 31, 2022 $ — $ 1,150 |
Schedule of fair value measurements | Fair value Valuation Significant Earnout liability $ 1,150 Monte Carlo Simulation Common stock price $ 3.55 Expected term (in years) 2.49 Expected volatility 70.00 % Risk-free interest rate 2.34 % Fair value (in thousands) Valuation methodology Significant Earnout liability $ 5,743 Monte Carlo Simulation Common stock price $ 7.85 Expected term (in years) 2.73 Expected volatility 74.00 % Risk-free interest rate 0.90 % |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | March 31, December 31, 2022 2021 Prepaid insurance $ 1,422 $ 2,074 Other prepaid expenses 791 171 Research and development prepaid expenses 569 139 Payroll tax credit receivable 548 548 Rent deposit 27 27 Other current assets 27 21 Other receivables 15 150 Total $ 3,399 $ 3,130 |
Schedule of property and equipment, net | March 31, December 31, 2022 2021 Leasehold improvements $ 2,056 $ 2,056 Lab equipment 1,598 1,569 Office furniture & fixtures 208 208 Computer equipment 140 140 Capitalized software 90 90 4,092 4,063 Less: accumulated depreciation and amortization (593 ) (377 ) Property and equipment, net $ 3,499 $ 3,686 |
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2022 2021 Research and development accrued expenses $ 2,780 $ 1,660 Accrued employee and related compensation expenses 349 1,151 License option liability, current 200 200 Accrued tax liability 105 - Other 548 585 Total $ 3,982 $ 3,596 |
Schedule of other non-current liabilities | March 31, December 31, CIRM grant liability $ 600 $ 600 Accrued tax liability 24 24 Restricted stock liability 17 19 Total $ 641 $ 643 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of components of lease costs | Three Months Ended 2022 2021 Lease cost Operating lease cost $ 119 $ 96 Short-term lease cost 45 70 Total lease cost $ 164 $ 166 |
Schedule of operating leases | Three Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 176 $ - Weighted average remaining lease term (years) 4.4 5.2 Weighted average discount rate 8.00 % 8.00 % |
Schedule of operating lease liabilities showing aggregate lease payments | Year ending December 31, Amount 2022 (remainder) $ 758 2023 1,121 2024 1,154 2025 1,189 2026 743 Total undiscounted lease payments 4,965 Less imputed interest (781 ) Less: tenant improvement incentive (280 ) Total discounted lease payments 3,904 Less current portion of lease liability (521 ) Noncurrent portion of lease liability $ 3,383 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock [Abstract] | |
Schedule of common stock reserved for future issuance | March 31, December 31, 2022 2021 Outstanding and issued common stock options 5,888,872 2,660,383 Common stock warrants 4,999,863 4,999,883 Shares available for grant under 2021 Equity Incentive Plan 4,393,450 4,422,480 Shares available for grant under 2022 Inducement Equity Incentive Plan 1,295,672 - Shares available for grant under 2021 Employee Stock Purchase Plan 928,551 550,000 Total shares of common stock reserved 17,506,408 12,632,746 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Options Outstanding Shares Number of Weighted Weighted - Aggregate Balance, January 1, 2022 4,422,480 2,660,383 $ 0.81 8.54 18,731,908 Shares authorized 4,514,204 Options granted (3,271,667 ) 3,271,667 $ 3.54 Options exercised - (19,073 ) $ 0.71 Options cancelled/forfeited 24,105 (24,105 ) $ 1.59 Balance, March 31, 2022 5,689,122 5,888,872 $ 2.32 7.31 7,223,553 Vested and expected to vest, March 31, 2022 5,888,872 $ 2.32 7.31 7,223,553 Exercisable – March 31, 2022 1,829,401 $ 0.94 3.99 4,768,458 |
Schedule of RSUs activity under | Number of Weighted Average Unvested restricted stock units at January 1, 2022 - $ - Granted 94,972 3.54 Unvested restricted stock units at March 31, 2022 94,972 $ 3.54 |
Schedule of stock-based compensation expense | Three Months Ended 2022 2021 General and administrative $ 556 $ 128 Research and development 222 199 Total $ 778 $ 327 |
Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model | Three Months Ended 2022 2021 Expected term (in years) 1.00 – 6.08 5.29 – 6.08 Expected volatility 43.25% – 60.35% 75.27% – 75.79% Risk-free interest rate 1.40% – 2.35% 0.65% – 0.80% Expected dividend yield — — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Three Months Ended 2022 2021 Numerator: Net loss attributable to common stockholders $ (2,207 ) $ (9,754 ) Denominator: Weighted average common shares outstanding 37,868,748 2,772,353 Less: Weighted-average unvested restricted shares (509,065 ) (791,443 ) Less: Shares subject to earnout (1,050,000 ) - Weighted average shares used to compute basic and diluted net loss per share 36,309,683 1,980,910 Net loss per share attributable to common stockholders – basic and diluted $ (0.06 ) $ (4.92 ) |
Schedule of diluted net loss per share attributable to common stockholders | March 31, 2022 2021 Outstanding and issued common stock options 5,888,872 3,126,478 Common stock warrants 4,999,863 - Unvested restricted common stock 470,630 753,008 Unvested RSUs 94,972 - Convertible preferred stock - 21,722,660 Total 11,454,337 25,602,146 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization and Description of Business (Details) [Line Items] | |||
Incurred net losses | $ 2.2 | $ 9.8 | |
Operating cash flows | 14.2 | $ 6.2 | |
Accumulated deficit | 69.7 | $ 67.5 | |
Cash and cash equivalents | $ 70.4 | ||
Class A Common Stock [Member] | |||
Organization and Description of Business (Details) [Line Items] | |||
Purchase of aggregate shares (in Shares) | 10,000,000 | ||
Share price per unit (in Dollars per share) | $ 10 | ||
Aggregate gross proceeds | $ 100 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Converted shares | 2,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash and restricted cash - Cash Cash Equivalents and Restricted Cash [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash and cash equivalents | $ 70,400 | $ 84,701 |
Restricted cash | 417 | 345 |
Total cash, cash equivalents and restricted cash | $ 70,817 | $ 85,046 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Reverse Recapitalization (Details) [Line Items] | |
Business combination description | each share of Old Jasper common stock and Old Jasper redeemable convertible preferred stock outstanding immediately prior to the closing was automatically cancelled, extinguished and converted into the number of shares of the Company’s common stock or, in certain circumstances, the Company’s non-voting common stock, based on Old Jasper’s equity value of $275.0 million divided by $10.00. The exchange ratio agreed between the parties was one-for-0.282378 share of the Company’s common stock for all Old Jasper stockholders, except for Amgen Inc. (“Amgen”). |
Common stock represented percentage | 8.00% |
Net proceeds | $ 95.3 |
Cash held in trust account | 5.5 |
Cash received | 100 |
Payments of operating expense | 1.2 |
Transaction costs | 5.3 |
AMHC’s [Member] | |
Reverse Recapitalization (Details) [Line Items] | |
Transaction costs and placement agents fees | $ 9 |
Series A-2 Redeemable Convertible Preferred Stock [Member] | |
Reverse Recapitalization (Details) [Line Items] | |
Convertible preferred stock shares (in Shares) | shares | 2,200,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Financial assets | ||
Money market funds | $ 69,400 | $ 83,701 |
Total fair value of assets | 69,400 | 83,701 |
Financial liabilities | ||
Common stock warrant liability | 1,300 | 7,350 |
Earnout liability | 1,150 | 5,743 |
Total fair value of financial liabilities | 2,450 | 13,093 |
Level 1 [Member] | ||
Financial assets | ||
Money market funds | 69,400 | 83,701 |
Total fair value of assets | 69,400 | 83,701 |
Financial liabilities | ||
Common stock warrant liability | 1,300 | 7,350 |
Earnout liability | ||
Total fair value of financial liabilities | 1,300 | 7,350 |
Level 2 [Member] | ||
Financial assets | ||
Money market funds | ||
Total fair value of assets | ||
Financial liabilities | ||
Common stock warrant liability | ||
Earnout liability | ||
Total fair value of financial liabilities | ||
Level 2 [Member] | ||
Financial assets | ||
Money market funds | ||
Total fair value of assets | ||
Financial liabilities | ||
Common stock warrant liability | ||
Earnout liability | 1,150 | 5,743 |
Total fair value of financial liabilities | $ 1,150 | $ 5,743 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of changes in the fair value - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Tranche Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value, beginning | $ 8,158 | |
Change in fair value included in other expense (income) | 3,501 | |
Settlement of obligation | (11,659) | |
Fair value, ending | ||
Earnout Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value, beginning | 5,743 | |
Change in fair value included in other expense (income) | (4,593) | |
Settlement of obligation | ||
Fair value, ending | $ 1,150 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements - Earnout liability [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value (in Dollars) | $ 1,150 | $ 5,743 |
Valuation methodology | Monte Carlo Simulation | Monte Carlo Simulation |
Common stock price (in Dollars per share) | $ 3.55 | $ 7.85 |
Expected term (in years) | 2 years 5 months 26 days | 2 years 8 months 23 days |
Expected volatility | 70.00% | 74.00% |
Risk-free interest rate | 2.34% | 0.90% |
Condensed Consolidated Balanc_5
Condensed Consolidated Balance Sheet Components (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | ||
Depreciation and amortization expense | $ 0.2 | $ 0.1 |
Condensed Consolidated Balanc_6
Condensed Consolidated Balance Sheet Components (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid insurance | $ 1,422 | $ 2,074 |
Other prepaid expenses | 791 | 171 |
Research and development prepaid expenses | 569 | 139 |
Payroll tax credit receivable | 548 | 548 |
Rent deposit | 27 | 27 |
Other current assets | 27 | 21 |
Other receivables | 15 | 150 |
Total | $ 3,399 | $ 3,130 |
Condensed Consolidated Balanc_7
Condensed Consolidated Balance Sheet Components (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of property and equipment, net [Abstract] | ||
Leasehold improvements | $ 2,056 | $ 2,056 |
Lab equipment | 1,598 | 1,569 |
Office furniture & fixtures | 208 | 208 |
Computer equipment | 140 | 140 |
Capitalized software | 90 | 90 |
Total property and equipment | 4,092 | 4,063 |
Less: accumulated depreciation and amortization | (593) | (377) |
Property and equipment, net | $ 3,499 | $ 3,686 |
Condensed Consolidated Balanc_8
Condensed Consolidated Balance Sheet Components (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Research and development accrued expenses | $ 2,780 | $ 1,660 |
Accrued employee and related compensation expenses | 349 | 1,151 |
License option liability, current | 200 | 200 |
Accrued tax liability | 105 | |
Other | 548 | 585 |
Total | $ 3,982 | $ 3,596 |
Condensed Consolidated Balanc_9
Condensed Consolidated Balance Sheet Components (Details) - Schedule of other non-current liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of other non-current liabilities [Abstract] | ||
CIRM grant liability | $ 600 | $ 600 |
Accrued tax liability | 24 | 24 |
Restricted stock liability | 17 | 19 |
Total | $ 641 | $ 643 |
Cirm Grant (Details)
Cirm Grant (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | |
Cirm Grant Disclosure [Abstract] | ||||
Research project related cost | $ 2.3 | |||
Percentage of licensing fees | 0.10% | |||
CIRM fund technology | $ 1 | |||
Percentage of converted loan | 60.00% | |||
Received from interest rate | 25.00% | |||
Other receivables milestone | $ 0.6 | |||
Other long-term liabilities | $ 0.6 | $ 0.6 | ||
Received aggregate from CIRM | $ 0.6 | |||
Future distribution to company under grant value | $ 1.7 |
Significant Agreements (Details
Significant Agreements (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Significant Agreements [Abstract] | |
Annual license maintenance fees description | The Company will pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. |
Sales milestone payments | $ 9,000,000 |
license maintenance fee | $ 25,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 24, 2021 | |
Derivative Financial Instruments (Details) [Line Items] | |||
Market fair value | $ 7.9 | ||
Recognized gain | $ 6.1 | ||
Change in fair value | $ 1.3 | $ 7.4 | |
Description of contingent earnout liability | Upon the closing of the Business Combination and pursuant to the Sponsor Support Agreement, the Sponsor agreed to place the Earnout Shares into escrow, which will be released as follows: (a) 250,000 Earnout Shares will be released if, during the period from and after September 24, 2021 until the September 24, 2024 (the “Earnout Period”), over any twenty trading days within any thirty day consecutive trading day period, the volume-weighted average price of the Company’s common stock (the “Applicable VWAP”) is greater than or equal to $11.50, (b) 500,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $15.00, and (c) 300,000 Earnout Shares will be released if, during the Earnout Period, the Applicable VWAP is greater than or equal to $18.00 (the “triggering events”). | ||
Contingent Earnout Liability [Member] | |||
Derivative Financial Instruments (Details) [Line Items] | |||
Recognized gain | $ 4.6 | ||
Monte Carlo Valuation Model [Member] | |||
Derivative Financial Instruments (Details) [Line Items] | |||
Estimated fair value of earnout liability | $ 1.2 | $ 5.7 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Mar. 01, 2022ft² | Mar. 31, 2022USD ($)ft² | Mar. 31, 2021 | Mar. 31, 2022USD ($) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rentable square feet with lease commencement (in Square Feet) | ft² | 5,611 | ||||
Additional lease payment for extra space | $ 1,800,000 | ||||
Agreement for square feet of temporary office space (in Square Feet) | ft² | 5,144 | ||||
Temporary office space rent | 26,000 | ||||
Lessor amount | $ 400,000 | ||||
Improvement allowance, description | To complete certain leasehold improvements, the lessor agreed to provide the Company a tenant improvement allowance of $1.5 million as well as an option to take an additional allowance of $0.4 million to be repaid over the lease term at an interest rate of 9% per annum, which the Company exercised. | ||||
Leasehold improvements | $ 1,600,000 | $ 1,600,000 | |||
Net construction costs, percentage | 5.00% | ||||
Pay stanford net | $ 900,000 | ||||
Pay stanford net term | 3 years | ||||
First milestone agreement paid | $ 300,000 | ||||
Research and development expense | $ 300,000 | ||||
License agreements, description | on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestones and first commercial sales milestone payments of up to $9.0 million in total. | ||||
License maintenance fee | $ 25,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of components of lease costs - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of components of lease costs [Abstract] | ||
Operating lease cost | $ 119 | $ 96 |
Short-term lease cost | 45 | 70 |
Total lease cost | $ 164 | $ 166 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of operating leases - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of operating leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities (in thousands) | $ 176 | |
Weighted average remaining lease term (years) | 4 years 4 months 24 days | 5 years 2 months 12 days |
Weighted average discount rate | 8.00% | 8.00% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of operating lease liabilities showing aggregate lease payments $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of operating lease liabilities showing aggregate lease payments [Abstract] | |
2022 (remainder) | $ 758 |
2023 | 1,121 |
2024 | 1,154 |
2025 | 1,189 |
2026 | 743 |
Total undiscounted lease payments | 4,965 |
Less imputed interest | (781) |
Less: tenant improvement incentive | (280) |
Total discounted lease payments | 3,904 |
Less current portion of lease liability | (521) |
Noncurrent portion of lease liability | $ 3,383 |
Common Stock (Details)
Common Stock (Details) - shares | Sep. 24, 2021 | Mar. 31, 2022 |
Common Stock (Details) [Line Items] | ||
Shares of voting common stock | 23,482,387 | 36,578,185 |
Shares of non-voting common stock | 1,296,022 | 1,296,022 |
Authorized to issue of voting common stock | 490,000,000 | |
Shares of undesignated preferred stock | 10,000,000 | |
Voting common stock percentage | 9.90% | |
Common Stock [Member] | ||
Common Stock (Details) [Line Items] | ||
Shares of non-voting common stock | 2,000,000 | |
Class A Common Stock [Member] | ||
Common Stock (Details) [Line Items] | ||
Common stock shares, issued | 13,037,901 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of common stock reserved for future issuance - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of common stock reserved for future issuance [Abstract] | ||
Outstanding and issued common stock options | 5,888,872 | 2,660,383 |
Common stock warrants | 4,999,863 | 4,999,883 |
Shares available for grant under 2021 Equity Incentive Plan | 4,393,450 | 4,422,480 |
Shares available for grant under 2022 Inducement Equity Incentive Plan | 1,295,672 | |
Shares available for grant under 2021 Employee Stock Purchase Plan | 928,551 | 550,000 |
Total shares of common stock reserved | 17,506,408 | 12,632,746 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Stock-Based Compensation (Details) [Line Items] | |
Equity incentive plan description | (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the 2021 ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. |
Shares reserved and available for grants | 928,551 |
Outstanding option and restricted stock | 1,662,311 |
Outstanding stock option | 1,704,328 |
Fair market value of common stock percentage | 85.00% |
Granted stockholder percentage | 10.00% |
Fair value percentage | 110.00% |
Non-employees generally vest term | 4 years |
Total intrinsic value (in Dollars) | $ | $ 0.1 |
Total fair value (in Dollars) | $ | $ 0.4 |
Weighted-average grant date fair value per share (in Dollars per share) | $ / shares | $ 1.95 |
Unvested stock based compensation (in Dollars) | $ | $ 7.2 |
Weighted average period | 3 years 4 months 24 days |
2021 Equity Incentive Plan [Member] | |
Stock-Based Compensation (Details) [Line Items] | |
Shares reserved and available for grants | 5,914,204 |
Shares available for future grants | 4,298,478 |
Inducement Plan 2022 [Member] | |
Stock-Based Compensation (Details) [Line Items] | |
Shares reserved and available for grants | 3,000,000 |
Shares available for future grants | 1,295,672 |
Inducement Plan 2021 and 2022 [Member] | |
Stock-Based Compensation (Details) [Line Items] | |
Grant period | 10 years |
Price percentage | 100.00% |
Restricted Stock Units (RSUs) [Member] | |
Stock-Based Compensation (Details) [Line Items] | |
Unvested stock based compensation (in Dollars) | $ | $ 0.1 |
Weighted average period | 9 months 18 days |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option activity $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Shares Available for Grant, at beginning | 4,422,480 |
Number of Shares, at beginning | 2,660,383 |
Weighted Average Exercise Price, at beginning (in Dollars per share) | $ / shares | $ 0.81 |
Weighted - Average Remaining Contractual Life (Years), at beginning | 8 years 6 months 14 days |
Aggregate Intrinsic Value, at beginning (in Dollars) | $ | $ 18,731,908 |
Shares Available for Grant, at ending | 5,689,122 |
Number of Shares, at ending | 5,888,872 |
Weighted Average Exercise Price, at ending (in Dollars per share) | $ / shares | $ 2.32 |
Weighted - Average Remaining Contractual Life (Years), at ending | 7 years 3 months 21 days |
Aggregate Intrinsic Value, at ending (in Dollars) | $ | $ 7,223,553 |
Shares Available for Grant, Shares authorized | 4,514,204 |
Shares Available for Grant, Options granted | (3,271,667) |
Number of Shares, Options granted | 3,271,667 |
Weighted Average Exercise Price, Options granted (in Dollars per share) | $ / shares | $ 3.54 |
Shares Available for Grant, Options exercised | |
Number of Shares, Options exercised | (19,073) |
Weighted Average Exercise Price, Options exercised (in Dollars per share) | $ / shares | $ 0.71 |
Shares Available for Grant, Options cancelled/forfeited | 24,105 |
Number of Shares, Options cancelled/forfeited | (24,105) |
Weighted Average Exercise Price, Options cancelled/forfeited (in Dollars per share) | $ / shares | $ 1.59 |
Number of Shares, Vested and expected to vest, March 31, 2022 | 5,888,872 |
Weighted Average Exercise Price, Vested and expected to vest, March 31, 2022 (in Dollars per share) | $ / shares | $ 2.32 |
Weighted - Average Remaining Contractual Life (Years), Vested and expected to vest, March 31, 2022 | 7 years 3 months 21 days |
Aggregate Intrinsic Value, Vested and expected to vest, March 31, 2022 (in Dollars) | $ | $ 7,223,553 |
Number of Shares, Exercisable – March 31, 2022 | 1,829,401 |
Weighted Average Exercise Price, Exercisable – March 31, 2022 (in Dollars per share) | $ / shares | $ 0.94 |
Weighted - Average Remaining Contractual Life (Years), Exercisable – March 31, 2022 | 3 years 11 months 26 days |
Aggregate Intrinsic Value, Exercisable – March 31, 2022 (in Dollars) | $ | $ 4,768,458 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of RSUs activity under | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of RSUs activity under [Abstract] | |
Unvested restricted stock units, Number of Shares beginning | shares | |
Unvested restricted stock units, Weighted Average Grant date Fair Value beginning | $ / shares | |
Number of Shares, Granted | shares | 94,972 |
Weighted Average Grant date Fair Value, Granted | $ / shares | $ 3.54 |
Unvested restricted stock units, Number of Shares ending | shares | 94,972 |
Unvested restricted stock units, Weighted Average Grant date Fair Value ending | $ / shares | $ 3.54 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of stock-based compensation expense [Abstract] | ||
General and administrative | $ 556 | $ 128 |
Research and development | 222 | 199 |
Total | $ 778 | $ 327 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items] | ||
Expected dividend yield | ||
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of fair value of employee stock options was estimated using a Black-Scholes option-pricing model [Line Items] | ||
Expected term (in years) | 1 year | 5 years 3 months 14 days |
Expected volatility | 43.25% | 75.27% |
Risk-free interest rate | 1.40% | 0.65% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of fair value of employee 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 | 60.35% | 75.79% |
Risk-free interest rate | 2.35% | 0.80% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of basic and diluted net loss per share attributable to common stockholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders (in Dollars) | $ (2,207) | $ (9,754) |
Denominator: | ||
Weighted average common shares outstanding | 37,868,748 | 2,772,353 |
Less: Weighted-average unvested restricted shares | (509,065) | (791,443) |
Less: Shares subject to earnout | (1,050,000) | |
Weighted average shares used to compute basic and diluted net loss per share | 36,309,683 | 1,980,910 |
Net loss per share attributable to common stockholders – basic and diluted (in Dollars per share) | $ (0.06) | $ (4.92) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of diluted net loss per share attributable to common stockholders [Abstract] | ||
Outstanding and issued common stock options | 5,888,872 | 3,126,478 |
Common stock warrants | 4,999,863 | |
Unvested restricted common stock | 470,630 | 753,008 |
Unvested RSUs | 94,972 | |
Convertible preferred stock | 21,722,660 | |
Total | 11,454,337 | 25,602,146 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Parties (Details) [Line Items] | |||
Advisory and consulting services expenses | $ 100,000 | $ 100,000 | |
Reduction to research and development expenses | 300,000 | ||
Zai Lab Limited [Member] | |||
Related Parties (Details) [Line Items] | |||
Research project and share total expenses | $ 300,000 | ||
Reduction to research and development expenses | $ 0 | $ 36,000 |