Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 01, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Year Focus | 2021 | |||
Document Fiscal Period Focus | FY | |||
Trading Symbol | FSTX | |||
Title of 12(b) Security | Common Stock, $0.0001 par value | |||
Security Exchange Name | NASDAQ | |||
Entity Registrant Name | F-STAR THERAPEUTICS, INC. | |||
Entity Central Index Key | 0001566373 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Voluntary Filers | No | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Entity File Number | 001-37718 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 52-2386345 | |||
Entity Address, Address Line One | B920 Babraham Research Campus | |||
Entity Address, City or Town | Cambridge | |||
Entity Address, Postal Zip Code | CB22 3AT | |||
Entity Address, Country | GB | |||
City Area Code | 44 | |||
Local Phone Number | 1223-497400 | |||
Entity Public Float | $ 176.8 | |||
Entity Common Stock, Shares Outstanding | 21,064,788 | |||
Documents Incorporated by Reference | The registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2022 Annual Meeting of Stockholders within 120 days of the end of the registrant’s fiscal year ended December 31, 2021. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Name | RSM US LLP | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 49 | 876 | ||
Auditor Location | Boston, Massachusetts | Cambridge, United Kingdom |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 78,549 | $ 18,526 |
Prepaid expenses and other current assets | 3,879 | 3,976 |
Research and development incentives receivable | 2,311 | 3,563 |
Total current assets | 84,739 | 26,065 |
Property and equipment, net | 887 | 789 |
Right of use asset | 3,281 | 2,782 |
Goodwill | 14,898 | 14,926 |
In-process research and development, net | 18,765 | 18,986 |
Other long-term assets | 451 | 61 |
Total | 123,021 | 63,609 |
Current liabilities: | ||
Accounts payable | 3,081 | 4,597 |
Accrued expenses and other current liabilities | 6,241 | 9,461 |
Contingent value rights | 1,907 | 2,080 |
Lease obligations, current | 906 | 539 |
Deferred revenue | 0 | 300 |
Total current liabilities | 12,135 | 16,977 |
Term debt, net | 9,605 | 0 |
Lease obligations | 2,723 | 2,622 |
Contingent value rights | 1,694 | 440 |
Deferred tax liability | 7 | 576 |
Total liabilities | 26,164 | 20,615 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Common Stock, $0.0001 par value; authorized 200,000,000 shares at December 31, 2021 and 2020; 20,874,590 and 9,100,117 shares issues and outstanding at December 31, 2021 and 2010 | 2 | 1 |
Additional paid-in capital | 176,808 | 91,238 |
Accumulated other comprehensive loss | (1,502) | (1,077) |
Accumulated deficit | (78,451) | (47,168) |
Total stockholders' equity | 96,857 | 42,994 |
Total | 123,021 | 63,609 |
Seed Preferred Shares [Member] | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2010 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 20,874,590 | 9,100,117 | |
Common stock, shares outstanding | 20,874,590 | 9,100,117 | |
Seed Preferred Shares [Member] | |||
Preferred Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited | |
Preferred stock, par value | $ 0.00759446 | $ 0.00759446 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | Unlimited | |
Preferred stock, par value | $ 0.00759446 | $ 0.00759446 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
License revenue | $ 21,167,000 | $ 11,256,000 |
Operating expenses: | ||
Research and development | 28,750,000 | 14,128,000 |
General and administrative | 23,131,000 | 19,513,000 |
Total operating expenses | 51,881,000 | 33,641,000 |
Loss from operations | (30,714,000) | (22,385,000) |
Other non-operating (expense)income: | ||
Other income | 1,240,000 | 152,000 |
Interest expense | (844,000) | (1,001,000) |
Change in fair value of contingent value rights | (1,337,000) | 0 |
Change in fair value of convertible debt | 0 | (2,386,000) |
Total other non-operating (expense) income, net | (941,000) | (3,235,000) |
Net loss before income taxes | (31,655,000) | (25,620,000) |
Income tax benefit | 372,000 | 1,000 |
Net loss | $ (31,283,000) | $ (25,619,000) |
Basic and diluted adjusted net loss per common shares | $ (1.88) | $ (9.69) |
Weighted-average number of common shares outstanding, basic and diluted | 16,647,481 | 2,643,175 |
Other comprehensive gain (loss): | ||
Net loss | $ (31,283,000) | $ (25,619,000) |
Foreign currency translation | (425,000) | 557,000 |
Total comprehensive loss | $ (31,708,000) | $ (25,062,000) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Capital in Excess of par Value | Common Shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | Seed Preferred Shares [member] | Series A Preferred Stock [member] |
Balance at Dec. 31, 2019 | $ 8,536 | $ 31,718 | $ 1 | $ (1,634) | $ (21,549) | ||
Balance, shares at Dec. 31, 2019 | 4,128,441 | 103,611 | 1,441,418 | ||||
Issuance of common stock for services rendered, Value | |||||||
Issuance of common stock for services rendered, shares | 15,636 | ||||||
Issuance of common stock in connection with at-the-market offering, net of issuance costs, shares | 172,724 | ||||||
Issuance of common stock pursuant to vesting of restricted stock units, shares | 133,000 | ||||||
Purchase of fractional shares | (242) | ||||||
Exchange of common stock in connection of the transaction, net of issuance costs | 55,781 | 55,781 | |||||
Exchange of common stock in connection of the transaction, net of issuance costs, Share | (4,620,618) | (103,611) | (1,441,418) | ||||
Issuance of ordinary shares for professional services | 250 | 250 | |||||
Issuance of ordinary shares for professional services, shares | 29,940 | ||||||
Equity adjustment from foreign currency translation | 557 | 557 | |||||
Net loss | (25,619) | (25,619) | |||||
Stock-based compensation | 3,489 | 3,489 | |||||
Balance at Dec. 31, 2020 | 42,994 | 91,238 | $ 1 | (1,077) | (47,168) | ||
Balance, shares at Dec. 31, 2020 | 9,100,117 | ||||||
Issuance of common stock in connection with at-the-market offering, net of issuance costs, shares | 1,225,891 | ||||||
Issuance of common stock in connection with at-the-market offering, net of issuance costs | 10,165 | 10,165 | |||||
Issuance of warrants in connection with term loan | 326 | 326 | |||||
Issuance of common stock in connection with public offering, net of issuance costs , share | 10,439,347 | ||||||
Issuance of common stock in connection with public offering, net of issuance costs | 68,179 | 68,178 | $ 1 | ||||
Equity adjustment from foreign currency translation | (425) | (425) | |||||
RSU vesting and stock option exercises, Shares | 109,235 | ||||||
RSU vesting and stock option exercises | 3 | 3 | |||||
Net loss | (31,283) | (31,283) | |||||
Stock-based compensation | 6,898 | 6,898 | |||||
Balance at Dec. 31, 2021 | $ 96,857 | $ 176,808 | $ 2 | $ (1,502) | $ (78,451) | ||
Balance, shares at Dec. 31, 2021 | 20,874,590 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (31,283) | $ (25,619) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Share based compensation expense | 6,898 | 3,489 |
Foreign currency (gain) loss | (95) | 338 |
(Gain) loss on disposal of tangible fixed assets | (9) | 7 |
Depreciation | 562 | 1,144 |
Amortization | 80 | |
Interest expense | 71 | 1,002 |
Amortization of debt issuance costs | 92 | |
Fair Value Adjustments | 1,337 | 2,386 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 81 | 621 |
Research and development incentives receivable | 1,240 | 6,944 |
Right of use asset | 969 | |
Other long-term assets | (394) | |
Accounts payable | (1,499) | (2,847) |
Accrued expenses and other current liabilities | (3,191) | (2,890) |
Deferred revenue | (301) | (149) |
Lease obligations | (1,000) | (652) |
Deferred tax liability | (569) | |
Payment to contingent value rights holders | (256) | |
Net cash used in operating activities | (27,267) | (16,226) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (658) | |
Proceeds from Sale of Property, Plant, and Equipment | 15 | |
Cash acquired with transaction | 9,779 | |
Proceeds from sale of marketable securities | 5,000 | |
Purchase of intangible assets | (730) | |
Net cash (used in) provided by investing activities | (643) | 14,049 |
Cash flows from financing activities: | ||
Proceeds from Issuance of Common Stock | 78,346 | |
Proceeds received from long-term debt | 9,845 | |
Payment of debt issuance costs | (92) | |
Proceeds from issuance of convertible notes | 850 | |
Proceeds from private placement | 15,000 | |
Net cash provided by financing activities | 88,099 | 15,850 |
Net increase in cash and cash equivalents | 60,189 | 13,673 |
Effect of exchange rate changes on cash | (166) | (48) |
Cash and cash equivalents at beginning of year | 18,526 | 4,901 |
Cash and cash equivalents at end of year | 78,549 | 18,526 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 276 | 124 |
Cash paid for amounts included in the measurement of operating lease | 506 | 662 |
Cash paid for interest | 536 | |
Supplemental disclosure of non-cash information | ||
Fair value of net assets acquired | $ 21,536 |
Nature of the business
Nature of the business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the business | 1. Nature of the business F-star Therapeutics Inc. is a clinical-stage biopharmaceutical company dedicated to developing next generation immunotherapies to transform the lives of patients with cancer. We are pioneering the use of tetravalent (2+2) bispecific antibodies to create a paradigm shift in cancer therapy. We have four second generation immuno-oncology (also referred to as "IO") therapeutics in the clinic, each directed against some of the most promising IO targets in drug development, including LAG-3 and CD137. Our proprietary antibody discovery platform is protected by an extensive intellectual property estate. We have attracted multiple partnerships with biotechnology and pharmaceutical companies targeting significant unmet needs across several disease areas, including oncology, immunology, and indications affecting the central nervous system (“CNS”) with over 20 programs, based on our technology, developed by our partners. Our goal is to offer patients better and more durable benefits than currently available immuno-oncology treatments by developing medicines that seek to block tumor immune evasion. Through our proprietary tetravalent, bispecific natural antibody (mAb²) format, our mission is to generate highly differentiated medicines with monoclonal antibody-like manufacturability, good safety and tolerability. Share Exchange Agreement On November 20, 2020, F-star Therapeutics, Inc. (the “Company or F-star”), formerly known as Spring Bank Pharmaceuticals, Inc.(“Spring Bank”), completed its business combination (the “Transaction”) with F-star Therapeutics Limited (“F-star Ltd”) in accordance with the terms of the Share Exchange Agreement, dated July 29, 2020 (the “Exchange Agreement”), by and among the Company, F-star Ltd and the holders of issued shares in the capital stock of F-star Ltd and the holders of convertible notes of F-star Ltd each as set forth therein (each a “Seller”, and collectively with holders of F-star Ltd securities who subsequently became parties to the Exchange Agreement, the “Sellers”). Pursuant to the Exchange Agreement, each ordinary share of F-star Ltd outstanding immediately prior to the closing of the Transaction (the “Closing”) was exchanged by the Seller that owns such F-star Ltd shares for such number of duly authorized, validly issued, fully paid and non-assessable shares of Company common stock as is equal to the exchange ratio formula determined pursuant to the Exchange Agreement (the “Exchange Ratio”), rounded to the nearest whole share of Company common stock (after aggregating all fractional shares of Company common stock issuable to such Seller). Also, on November 20, 2020, in connection with, and prior to completion of, the Transaction, Spring Bank effected a 1-for-4 reverse stock split of its common stock (the “Reverse Stock Split”) and, following the completion of the Transaction, changed its name to “F-star Therapeutics, Inc.” Following the completion of the Transaction, the business of F-star Ltd became the business conducted by Company, which is a clinical-stage immuno-oncology company focused on cancer treatment through its proprietary tetravalent bispecific antibody programs. Unless otherwise noted, all references to share amounts in this report reflect the reverse stock split. Under the terms of the Exchange Agreement, at the Closing, Spring Bank issued an aggregate of 4,620,618 shares of its common stock to F-star Ltd stockholders, based on an exchange ratio of 0.1125 shares of the Company’s common stock for each F-star Ltd ordinary share, stock option and RSU outstanding immediately prior to the Closing. The exchange ratio was determined through arms-length negotiations between Spring Bank and F-star Ltd pursuant to a formula set forth in the Exchange Agreement. Pursuant to the Exchange Agreement, immediately prior to the Closing, certain investors in F-star Ltd purchased $ 15.0 million of F-star Ltd ordinary shares (the “Pre-Closing Financing”). These ordinary shares of F-star Ltd were then exchanged at the Closing for shares of the Company’s common stock in the Transaction at the same exchange rate. Pursuant to the Exchange Agreement, all outstanding options to purchase Spring Bank common stock were accelerated immediately prior to the Closing and each outstanding option with an exercise price greater than the closing price of the stock on the Closing Date was exercised in full and all other outstanding options to purchase Company common stock were cancelled effective as of the Closing Date. Immediately following the Reverse Stock Split and the Closing, there were approximately 4,449,559 shares of Spring Bank common stock outstanding. Following the Closing, the F-star Ltd stockholders beneficially owned approximately 53.7 % of the combined Company’s common stock and the existing stockholders of Spring Bank beneficially owned approximately 46.3 % of the Company’s common stock outstanding. Concurrently with the execution of the Exchange Agreement, certain officers and directors of Spring Bank and F-star Ltd and certain stockholders of F-star Ltd entered into lock-up agreements (the “Lock-up Agreements”), pursuant to which they agreed to certain restrictions on transfers of any shares of the Company’s common stock for the 180 -day period following the Closing, other than the shares of the Company’s common stock received in exchange for ordinary shares of F-star Ltd subscribed for in the Pre-Closing Financing and pursuant to certain other limited exceptions. In addition, at the Closing, Spring Bank, F-star Ltd, a representative of Spring Bank stockholders prior to the Closing, and Computershare Trust Company N.A., as the Rights Agent, entered into a STING Agonist Contingent Value Rights Agreement (the “STING Agonist CVR Agreement”). Pursuant to the Exchange Agreement and the STING Agonist CVR Agreement, each pre-Reverse Stock Split share of Company common stock held by stockholders as of the record date on November 19, 2020 immediately prior to the Closing received a dividend of one contingent value right (“STING Agonist CVR”), payable on a pre-Reverse Stock Split basis, entitling such holders to receive, in connection with certain transactions involving proprietary STimulator of INterferon Genes (STING) agonist compound designated as SB 11285 occurring on or prior to the STING Agonist CVR Expiration Date (as defined below) that result in aggregate Net Proceeds (as defined in the STING Agonist CVR Agreement) at least equal to the Target Payment Amount (as defined below): an aggregate amount equal to the greater of (i) 25 % of the Net Proceeds received from all CVR Transactions (as defined in the STING Agonist CVR Agreement) and (ii) an aggregate amount equal to the product of $ 1.00 and the total number of shares of Company common stock outstanding as of such record date (not to exceed an aggregate amount of $ 18.0 million) (the “Target Payment Amount”). The CVR payment obligation expires on the later of 18 months following the Closing or the one-year anniversary of the date of the final database lock of the Company’s current STING clinical trial (as defined in the STING Agonist CVR Agreement) (the “STING Agonist CVR Expiration Date”). The STING Agonist CVRs are not transferable, except in certain limited circumstances, are not certificated or evidenced by any instrument, do not accrue interest and are not registered with the Securities and Exchange Commission (the “SEC”) or listed for trading on any exchange. Until the STING Agonist CVR Expiration Date, subject to certain exceptions, the Company is required to use commercially reasonable efforts to (a) complete the STING Trial and (b) pursue a CVR Transaction. Unless terminated earlier in accordance with its terms, the STING Agonist CVR Agreement became effective upon the Closing will continue in effect until the STING Agonist CVR Expiration Date the payment of all CVR payment amounts are paid pursuant to its terms. At the Closing, Spring Bank, F-star Ltd, a representative of Spring Bank stockholders prior to the Closing, and Computershare Trust Company N.A., as the Rights Agent, also entered into a STING Antagonist Contingent Value Rights Agreement (the “STING Antagonist CVR Agreement”). Pursuant to the Exchange Agreement and the STING Antagonist CVR Agreement, each share of common stock held by stockholders as of a record date immediately prior to the Closing will receive a dividend of one contingent value right (“STING Antagonist CVR”) entitling such holders to receive, in connection with the execution of a potential development agreement (the “Approved Development Agreement”) and certain other transactions involving proprietary STING antagonist compound occurring on or prior to the STING Antagonist CVR Expiration Date (as defined below) equal to: 80 % of all net proceeds (as defined in the STING Antagonist CVR Agreement) received by the Company after the Closing pursuant to (i) the Approved Development Agreement, if any, and (ii) all CVR Transactions (as defined in the STING Antagonist CVR Agreement) entered into prior to the STING Antagonist CVR Expiration Date (as defined below). The CVR payment obligations expire on the seventh anniversary of the Closing (the “STING Antagonist CVR Expiration Date”). The STING Antagonist CVRs are not transferable, except in certain limited circumstances, are not certificated or evidenced by any instrument, do not accrue interest and are not registered with the SEC or listed for trading on any exchange. Until the STING Antagonist CVR Expiration Date, subject to certain exceptions, the Company is required to use commercially reasonable efforts to (a) consummate the Approved Development Agreement to the extent not entered into prior to Closing, (b) to perform the terms of the Approved Development Agreement and (c) pursue CVR Transactions. Unless terminated earlier in accordance with its terms, the STING Antagonist CVR Agreement became effective upon the Closing and will continue in effect until the STING Antagonist CVR Expiration Date or all CVR payment amounts are paid pursuant to its terms. At the Closing, all issued share options and restricted stock units granted by F-star Ltd under the F-star Therapeutics Limited 2019 Equity Incentive Plan were replaced by options (“Replacement Options”) and awards (“Replacement RSUs”), on the same terms (including vesting), for Company common stock, based on the Exchange Ratio. The Company’s common stock, which was listed on the Nasdaq Capital Market, traded through the close of business on Friday, November 20, 2020 under the ticker symbol “SBPH” and continued trading on the Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the ticker symbol “FSTX” beginning on Monday, November 23, 2020. Commencing on November 23, 2020, the Company’s common stock was represented by a new CUSIP number, 30315R 107. The combined company is now headquartered out of F-star Ltd existing facilities in Cambridge, U.K. and office in Cambridge, MA. The Transaction was accounted for as a business combination using the acquisition method of accounting under the provisions of Financial Accounting Standards Board, Accounting Standards Codification (“ASC 805”), Topic 805 “Business Combinations” (“ASC 805”). The Transaction was accounted for as a reverse acquisition with F-star Ltd being deemed the acquiring company for accounting purposes. Under ASC 805, F-star Ltd as the accounting acquirer, recorded the assets acquired and liabilities assumed of Spring Bank Pharmaceuticals, Inc in the Transaction at their fair values as of the acquisition date (Note 4). F-star Ltd was determined to be the accounting acquirer based on an analysis of the criteria outlined in ASC 805 and the facts and circumstances specific to the Transaction, including the fact that immediately following the Transaction: (1) F-star Ltd shareholders owned the majority of the voting rights of the combined company; (2) F-star Ltd designated a majority (five of eight) of the initial members of the board of directors of the combined company; and (3) F-star Ltd senior management held the key positions in senior management of the combined company. As a result, upon consummation of the Transaction, the historical financial statements of F-star Ltd became the historical financial statements of the combined organization. Risks and Uncertainties The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel and collaboration partners, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations, and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. Even if the Company’s research and development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Impact of COVID-19 on our Business The continued spread of the COVID-19 pandemic has been evolving, and to date has led to the implementation of various responses, including government-imposed quarantines, travel restrictions and other public health safety measures. Management continues to closely monitor the impact of the COVID-19 pandemic on all aspects of the business, including how it will impact operations and the operations of customers, vendors, and business partners. The extent to which COVID-19 impacts the future business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence at this time, such as new information that may emerge concerning the emergence or severity of other strains of COVID-19 or the effectiveness of actions to vaccinate against or contain COVID-19 or treat its impact, among others. If we or any of the third parties with which we engage, however, were to experience shutdowns or other business disruptions, the ability to conduct business in the manner and on the timelines presently planned could be materially and negatively affected, which could have a material adverse impact on business, results of operations and financial condition. The estimates of the impact on our business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact and the economic impact on local, regional, national, and international markets. Management have not identified any triggering events which would result in any significant impairment losses in the carrying values of assets as a result of the pandemic and are not aware of any specific related event or circumstance that would require management to revise estimates reflected in these consolidated financial statements |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of F-star Therapeutics Inc. and its wholly owned subsidiaries: F-star Therapeutics Limited, (F-star Ltd) and F-star Therapeutics Securities Corporation. All intercompany balances and transactions between the consolidated companies have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the assets and liabilities acquired in the Transaction between Spring Bank and F-star Ltd, fair value of the convertible loan, the accrual for research and development expenses, revenue recognition, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. Foreign currency and currency translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in the United Kingdom and United States. The Company’s reporting currency is the U.S dollar. The Company translates the assets and liabilities of its subsidiaries into U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of shareholders’ equity as a component of accumulated other comprehensive loss. Translation differences resulting from the conversion from functional currency to reporting currency are included as part of the cumulative foreign currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at the exchange rates prevailing at the date of the Transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other (expense) income in the consolidated statements of operations and comprehensive loss as incurred. The Company recorded a foreign exchange loss of $ 0.4 million and a gain of $ 0.6 million included in other (expense) income in the consolidated statement of operations and comprehensive loss for the years ended December 31, 2021, and 2020, respectively. Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. The Company had no cash equivalents on December 31, 2021, and 2020 . Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation . Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful Economic Life Leasehold property improvements, right of use assets Lesser of lease term or useful life Laboratory equipment 5 years Furniture and office equipment 3 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. As of December 31, 2021, and 2020 , there have been no significant asset retirements to date . Expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. Impairment of long-lived assets Long-lived assets consist of property, plant and equipment, goodwill, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations. Business Combinations and Goodwill Business combinations are accounted for in accordance with ASC Topic 805 “Business Combinations”. The total purchase price of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, probabilities of success, discount rates, and asset lives, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. To perform its quantitative test, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. Required annual testing of goodwill for impairment was completed as of December 31, 2021 and determined that goodwill is no t impaired. Contingent value rights The fair value of the contingent value rights is based on the Company’s probability-weighted discounted cash flow assessment that considers probability and timing of future payments in relation to the achievement of a sale or licensing arrangement for the STING product candidates, or the achievement of future development, regulatory and sales-based milestones in existing agreements. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving a sale, licensing agreement or milestone, anticipated timelines, and discount rate. Changes in the fair value of the liability will be recognized in the consolidated statement of operations and comprehensive loss until settlement. Acquired In-Process Research and Development (IPR&D) Acquired IPR&D represents the fair value assigned to research and development assets that the Company acquires and have not been completed at the acquisition date. The fair value of IPR&D acquired in a business combination is recorded on the consolidated balance sheets at the acquisition-date fair value and is determined by estimating the costs to develop the technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the projected net cash flows to present value. Indefinite lived IPR&D is not amortized, but rather is reviewed for impairment on an annual basis or more frequently if indicators of impairment are present, until the project is completed, abandoned or transferred to a third party. The projected discounted cash flow models used to estimate the fair value of partnered assets and cost approach model used to estimate proprietary assets as part of the Company’s Indefinite lived IPR&D reflect significant assumptions regarding the estimates a market participant would make in order to evaluate a drug development asset, including the following: • Estimates of obsolescence of development expenditure; • Probability of successfully completing clinical trials and obtaining regulatory approval; • Estimates of future cash flows from potential milestone payments and royalties related to out-licensed product sales; and • A discount rate reflecting the Company’s weighted average cost of capital and specific risk inherent in the underlying assets. Once brought into use, Indefinite lived IPR&D is reclassified into Long lived IPR&D assets and are amortized over their estimated useful economic lives, which is the lower of the expected royalty term or the remaining life of the relevant patents, whichever is shorter. The Company periodically reviews its Long lived IPR&D assets to determine whether events and circumstances warrant a revision to the remaining period of amortization or asset impairment. Fair value measurements of financial instruments The Company’s financial instruments consist of cash, accounts payable, CVR and liability classified warrants. The carrying amounts of cash and accounts payable approximate their fair value due to the short-term nature of those financial instruments. The fair value of CVR and the liability classified warrants are remeasured to fair value each reporting period. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, and other current assets, research and development incentives receivable, accounts payable and term debt and accrued liabilities and other current liabilities approximate their fair values, due to their short-term nature. Segment and geographic information Operating segments are defined as components of a business for which separate discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and its chief operating decision maker, the Company’s Chief Executive Officer, view the Company’s operations and manage its business as a single operating segment. The Company operates in two geographic areas: the United Kingdom and United States. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. The Company has not entered any financing leases. ROU assets represent the Company’s right to use and control an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes lease payments made before the lease commencement date and excludes any lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The components of a lease shall be split into three categories, if applicable: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any related to non-components) must then be allocated based on fair values to the lease components and non-lease components. The Company’s facilities operating leases may have lease and non-lease components to which the Company has elected to apply a practical expedient to account for each lease component and related non-lease component as one single component. The lease component results in a right-of-use asset being recorded on the consolidated balance sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. License and collaboration arrangements and revenue recognition The Company’s revenues are generated primarily through license and collaboration agreements with pharmaceutical and biotechnology companies. The terms of these arrangements may include (i) the grant of intellectual property rights (IP licenses) to therapeutic drug candidates against specified targets, developed using the Company’s proprietary mAb 2 bispecific antibody platform, (ii) performing research and development services to optimize drug candidates, and (iii) the grant of options to obtain additional research and development services or licenses for additional targets, or to optimize product candidates, upon the payment of option fees. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; payments for research and development services; fees upon the exercise of options to obtain additional services or licenses; payments based upon the achievement of defined collaboration objectives; future regulatory and sales-based milestone payments; and royalties on net sales of future products. The Company accounts for contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). The company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performs the following steps: (i) identify the promised goods or services in the contract; (ii) determine whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must make significant judgments, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer. The promised goods or services in the Company’s contracts with customers primarily consist of license rights to the Company’s intellectual property for research and development, research and development services, options to acquire additional research and development services, and options to obtain additional licenses, such as a commercialization license for a potential product candidate. Promised goods or services are considered distinct when: (i) the customer can benefit from the good or service on its own or together with other readily available resources; and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own and whether the required expertise is readily available. In addition, the Company considers whether the collaboration partner can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises. The Company estimates the transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of the potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate variable consideration to include in the transaction price based on which method better predicts the amount of consideration expected to be received. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. After the transaction price is determined it is allocated to the identified performance obligations based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, probabilities of technical and regulatory success and the estimated costs. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time based on the use of an input method. The Company accounts for contract modifications as a separate contract if both of the following conditions are met: (i) the scope of the contract increases because of the addition of promised goods or services that are distinct; and (ii) the price of the contract increases by an amount of consideration that reflects standalone selling prices of the additional promised goods or services and any appropriate adjustments to that price to reflect the circumstances of the particular contract. If a contract modification is deemed to not be a separate contract, then the transaction price is updated and allocated to the remaining performance obligations (both from the existing contract and the modification). Previously recognized revenue for goods and services that are not distinct from the modified goods or services is adjusted based upon an updated measure of progress for the partially satisfied performance obligations. If a contract modification is deemed to be a separate contract, any revenue recognized under the original contract is not retrospectively adjusted and any performance obligations remaining under the original contract continue to be recognized under the terms of that contract. The Company’s collaboration revenue arrangements include the following: Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: The Company’s collaboration agreements may include development and regulatory milestones. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue and net loss in the period of adjustment. Customer Options: The Company evaluates the customer options to obtain additional items (i.e., additional license rights) for material rights, or options to acquire additional goods or services for free or at a discount. Optional future services that reflect their standalone selling prices do not provide the customer with a material right and, therefore, are not considered performance obligations and are accounted for as separate contracts. If optional future services include a material right, they are accounted for as performance obligations. The Company determines an estimated standalone selling price of any material rights for the purpose of allocating the transaction price. The Company considers factors such as the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires. Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales. Research and Development Services: The promises under the Company’s collaboration agreements may include research and development services to be performed by the Company on behalf of the partner. Payments or reimbursements resulting from the Company’s research and development efforts are recognized as the services are performed and presented on a gross basis because the Company is the principal for such efforts. Research and development costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, facilities costs and laboratory supplies, depreciation, amortization and impairment expense, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials as well as the cost of licensing technology. Typically, upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred, except for payments relating for intellectual property rights with future alternative use which will be expensed when the intellectual property is in use. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Research and manufacturing contract costs and accruals The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Research and development incentives and receivable The Company, through its subsidiary in the United Kingdom, receives reimbursements of certain research and development expenditures as part of a United Kingdom government’s research and development tax reliefs program. Under the program, the Company is able to surrender trading losses that arise from qualifying research and development expenses incurred in the United Kingdom for a tax credit of up to 14.5 % of the surrender able losses. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each period end, management estimates the reimbursement available |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern [Abstract] | |
Going Concern | 3. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, pre-clinical and clinical activities, recruiting management and technical staff, and securing funding via collaborations. The Company has historically funded its operations with proceeds from its collaboration arrangements, sale of equity capital, proceeds from sales of convertible notes and debt financing. As of December 31, 2021, the Company has incurred significant losses and has an accumulated deficit of $ 78.5 million. The Company had approximately $ 78.5 million in cash and cash equivalents as of December 31, 2021. The Company expects to continue to generate operating losses in the foreseeable future, particularly as the Company advances its pre-clinical activities and clinical trials for its product candidates in development. The Company plans to seek additional funding through public equity, private equity, debt financing, collaboration partnerships, or other sources. There are no assurances, however, that the Company will be successful in these endeavors. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, or reduce product candidate expansion, which could adversely affect its business prospects. Although management continues to pursue its funding plans, there is no assurance that the Company will be successful in obtaining sufficient funding to continue operations on terms acceptable to the Company, if at all. Management believes that its existing cash and cash equivalents at December 31, 2021 will fund our current operating plan into February 2023. Accordingly, the Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of the financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 4. Business Combination As described in Note 1 above, on November 20, 2020, F-star Ltd completed its business combination with Spring Bank. For accounting purposes, the purchase price was based on (i) the fair value of Spring Bank common stock as of the Transaction date of $ 21.5 million which was determined based on the number of shares of common stock in connection with the Transaction, (ii) the portion of the fair value attributable to in the money fully and partially vested stock options and warrants. Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities based on their fair values as of the acquisition date. Any excess purchase price over the fair value of assets acquired and liabilities assumed is allocated to goodwill. Acquired in-process research and development assets will be classified as indefinite-lived intangible assets and will be amortized over their estimated useful economic lives when put into use. The fair values of acquired in-process research and development assets were calculated using an income approach based on the expected future cash flows associated with the respective asset using an estimated discount rate of 14 %. We are one segment and one reporting unit. The goodwill was primarily attributable to the access F-star Ltd gained to the Nasdaq public listing. The Company determined that the underlying goodwill and intangible assets are not deductible for tax purposes. For the year ended December 31, 2020 , the Company incurred acquisition-related expenses of approximately $ 4.2 million which are included in general and administrative expenses. The purchase price is allocated to the fair value of assets and liabilities acquired as follows (in thousands, except common shares and fair value per share): Number of full common shares 4,449,559 Multiplied by fair value per share of common stock $ 4.84 Purchase price $ 21,535,866 Cash and cash equivalents $ 9,779 Marketable securities 5,000 Prepaid expenses and other assets 935 Operating lease right of use asset 2,784 Intangible assets 4,720 Goodwill 10,451 Accounts payable, accrued expenses and other liabilities ( 5,453 ) Contingent value rights ( 2,520 ) Liability and equity based warrants ( 422 ) Deferred tax liability ( 576 ) Operating lease liability ( 3,162 ) Fair value of net assets acquired $ 21,536 A liability was recognized for the contingent value rights assumed by the Transaction. The fair value estimate for the contingent value rights was estimated at $ 2.5 million and is based on the probability weighted achieved over the estimated period. Any change in the fair value of the contingent value rights to the acquisition date, including changes from events after the acquisition date, such as changes in our estimate will be recognized in earnings in the period the estimated fair value changes. A change in fair value of the contingent value rights could have a material effect on the statement of operations and financial position in the period of the change in estimate. The results of this acquisition were included in the Company’s consolidated statement of operations and comprehensive loss beginning on November 20, 2020. The Company’s consolidated net loss for the year ended December 31, 2020 , included a loss of $ 1.7 million for Spring Bank operations since the Transaction date. |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 5. Property, plant and equipment, net Property, plant and equipment, net consisted of the following (in thousands): 2021 2020 Leasehold improvements $ 154 $ 15 Laboratory equipment 2,227 1,788 Furniture and office equipment 162 169 2,543 1,972 Less: Accumulated depreciation 1,656 1,183 $ 887 $ 789 Property, plant and equipment are recorded at historical cost, net of accumulated depreciation. Depreciation expense was $ 0.6 million and $ 1.1 million for the years ended December 31, 2021 and 2020 , respectively. During the year ended December 31, 2021, the Company disposed of property, plant and equipment with a gross book value and accumulated depreciation of less than $ 0.1 million. There was no material gain or loss resulting from the disposals. |
Goodwill and In-process Researc
Goodwill and In-process Research and Development | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 6. Goodwill and In-process Research and Development The changes in the carrying amount of Goodwill and In-process Research and Development were as follows (in thousands): Indefinite-lived intangible assets Definite-lived intangible assets Goodwill In-process In-process Cost Balance at December 31, 2019 $ 4,320 $ 17,201 $ — Capitalized — 730 — Acquired by the Transaction 10,451 4,720 — Effect of changes in exchange rate used for translation 155 903 — Balance at December 31, 2020 $ 14,926 $ 23,554 $ — Transfer — ( 4,469 ) 4,469 Effect of changes in exchange rate used for translation ( 28 ) ( 124 ) 4 Balance at December 31, 2021 $ 14,898 $ 18,961 $ 4,473 Amortization Balance as at December 31, 2019 $ — $ 4,152 $ — Effect of changes in exchange rate used for translation — 416 — Balance at December 31, 2020 $ — $ 4,568 $ — Amortization — — 130 Effect of changes in exchange rate used for translation — ( 29 ) — Balance at December 31, 2021 $ — $ 4,539 $ 130 Net book value at December 31, 2021 $ 14,898 $ 14,422 $ 4,343 Net book value at December 31, 2020 $ 14,926 $ 18,986 $ — Definite-lived intangible assets generally are amortized using the straight-line method. The remaining weighted average amortization periods is 17 years . Amortization of intangible assets was $ 0.1 million and zero in the years ended December 31, 2021 and 2020, respectively. Amortization of definite-lived assets is included in Consolidated Statements of Operations and Comprehensive Loss in research and development expenses. Estimated future amortization expense for intangible assets is as follows (in thousands): Year 2022 $ 259 2023 259 2024 259 2025 259 2026 259 Thereafter 3,048 Total $ 4,343 Definite-lived intangible assets are reviewed whenever events and circumstances indicate that the carrying amount may not be recoverable and remaining useful lives are appropriate. No impairment charges related to definite-lived assets were recognized in the years ended December 31, 2021 and 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 3,601 $ 3,601 Warrants $ — — — — $ — $ — $ 3,601 $ 3,601 Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 2,520 $ 2,520 Warrants $ — — 37 37 $ — $ — $ 2,557 $ 2,557 The Company classified the contingent value rights within Level 3 because their fair values are determined using net present value techniques, based upon non-public information estimated by management. The fair value of the contingent value rights is based on the Company’s probability-weighted discounted cash flow assessment that considers probability and timing of future payments. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving a sale or licensing agreement, anticipated timelines, and discount rate. The Company classified the Warrants as Level 3 because the fair values are based upon non-public information estimated by management. Further disclosure of these estimates are disclosed in Note 10 Warrants . The following table reflects the change in the Company’s Level 3 liabilities, which consists of the liability based warrants outstanding as of December 31, 2020 through December 31, 2021 (in thousands): Contingent Value Rights Warrants Fair value of liability as of December 31, 2020 $ 2,520 $ 37 Payment to CVR holders ( 256 ) — Change in fair value estimate 1,337 ( 37 ) Balance at December 31, 2021 $ 3,601 $ — |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and Other Current Liabilities at December 31, 2021 and 2020 were comprised of the following (in thousands): 2021 2020 Clinical Trial Costs $ 2,834 $ 3,394 Severance — 1,953 Compensation and Benefits 1,819 1,361 Professional Fees 1,135 1,593 Other 453 1,160 $ 6,241 $ 9,461 |
Term Debt
Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Term Debt | 9. Term Debt On April 1, 2021, the Company, as borrower, entered into the Loan and Security Agreement with Horizon, as lender and collateral agent for itself. The Loan and Security Agreement provides for four separate and independent $ 2.5 million term loans (Loan A, Loan B, Loan C, and Loan D), whereby, upon the satisfaction of all the conditions to the funding of the Term Loans, each Term Loan will be delivered by Horizon to the Company in the following manner: (i) Loan A was delivered by Horizon to the Company by April 1, 2021, (ii) Loan B was delivered by Horizon to the Company by April 1, 2021, (iii) Loan C was delivered by Horizon to the Company by June 30, 2021, and (iv) Loan D was delivered by Horizon to the Company by June 30, 2021. The Company may only use the proceeds of the Term Loans for working capital or general corporate purposes as contemplated by the Loan and Security Agreement. On April 1, 2021, the Company drew down $ 5 million. On June 22, 2021, the Company drew down another $ 5 million under this facility. The Company incurred $ 0.2 million of debt issuance costs and issued $ 0.3 million of warrants. The term note matures on the 48 -month anniversary following the funding date, therefore $ 5 million plus an additional fee of $ 0.2 million becomes due on April 1, 2025, and $ 5 million plus an additional fee of $ 0.2 million will become due on June 22, 2025. The principal balance the Term Loan bears a floating interest. The interest rate is calculated initially and, thereafter, each calendar month as the sum of (a) the per annum rate of interest from time to time published in The Wall Street Journal as contemplated by the Loan and Security Agreement, or any successor publication thereto, as the “prime rate” then in effect, plus (b) 6.25 %; provided that, in the event such rate of interest is less than 3.25 %, such rate shall be deemed to be 3.25 % for purposes of calculating the interest rate. Interest is payable on a monthly basis based on each Term Loan principal amount outstanding the preceding month and at December 31, 2021 the effective rate applied was 13.4 %. The Company may, at its option upon at least five business days’ written notice to Horizon, prepay all or any portion of the outstanding Term Loan by simultaneously paying to Horizon an amount equal to (i) any accrued and unpaid interest on the outstanding principal balance of the Term Loan so prepaid; plus (ii) an amount equal to (A) if such Term Loan is prepaid on or before the Loan Amortization Date (as defined in the Loan and Security Agreement) applicable to such Term Loan, three percent of the then outstanding principal balance of such Term Loan, (B) if such Term Loan is prepaid after the Loan Amortization Date applicable to such Term Loan, but on or before the date that is 12 months after such Loan Amortization Date, two percent of the then outstanding principal balance of such Term Loan, or (C) if such Term Loan is prepaid more than 12) months after the Loan Amortization Date applicable to such Term Loan, one percent of the then outstanding principal balance of such Term Loan; plus (iii) the outstanding principal balance of such Term Loan; plus (iv) all other sums, if any, that had become due and payable under the Loan and Security Agreement. Term Debt December 31, December 31, Term Loan A and B due April 2025 $ 5,000 $ — Term Loan C and D due June 2025 5,000 — Term debt 10,000 — Less: Unamortized deferred issuance costs ( 197 ) — Less: Warrant discount and interest ( 198 ) — Total debt obligations- long term $ 9,605 $ — |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 10. Warrants During 2019, Spring Bank entered into an agreement with Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P., as lenders, and Pontifax Medison Finance GP, L.P warrants to purchase 62,500 shares of common stock (the “Pontifax Warrants”). The Pontifax Warrants are exercisable at $ 8.32 per share and expire on September 19, 2025 . The Company evaluated the terms of the warrants and concluded that they should be equity-classified. At December 31, 2021 , there were 62,500 warrants outstanding. In connection with the entry into the Loan and Security Agreement (refer to Note 9), the Company has issued to Horizon warrants to purchase an aggregate number of shares of the Company’s common stock in an amount equal to $ 100,000 divided by the exercise price for each respective warrant. The warrants, which are exercisable for an aggregate of 42,236 shares, will be exercisa ble for a period of seven years at a per-share exercise price of $ 9.47 , which is equal to the 10 -day average closing price prior to January 15, 2021, the date on which the term sheet relating to the Loan and Security Agreement was entered into, subject to certain adjustments as specified in the warrant. At December 31, 2021 , there were 42,236 warrants outstanding A summary of the warrant activity for the Company since December 31, 2020 to the year ended December 31, 2021 is as follows: Warrants Warrants outstanding as of December 31, 2020 144,384 Issued 42,236 Exercised ( 71,047 ) Expired ( 10,837 ) Outstanding at December 31, 2022 104,736 |
Stock Option Plans
Stock Option Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plans | 11. Stock Option Plans Incentive Plans 2019 Equity Incentive plan On June 14, 2019, the F-star Ltd board of directors and shareholders approved the 2019 Equity Incentive Plan (or the “2019 Plan”). As of December 31, 2020 there were 33,778 shares available for issuance. On January 1, 2021, pursuant to the evergreen provision of the 2019 Plan, the 2019 Plan was increased by 364,005 to 397,783 shares available for issuance under the 2019 plan. Awards granted under the 2019 Plan generally vest over a four-year service period with 25 % or 28 % of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years. Awards generally expire 10 years from the date of the grant. For certain senior members of management and directors, the board of directors approved an alternative vesting schedule. As of December 31, 2021 , there were 79,242 shares available for issuance under the 2019 Plan. Amended and Restated 2015 Stock Incentive Plan In March 2018, the Board approved the Amended and Restated 2015 Plan. Upon receipt of stockholder approval at the Company’s 2018 annual meeting in June 2018, the 2015 Plan was amended and restated in its entirety increasing the authorized number of shares of common stock reserved for issuance by 800,000 shares (together with the 2014 Plan, the 2015 Plan, the “Stock Incentive Plans”). Pursuant to the Amended and Restated 2015 Plan, there are 1,666,863 shares authorized for issuance. In addition, to the extent any outstanding awards under the 2014 Plan expire, terminate or are otherwise surrendered, cancelled or forfeited after the closing of the Company’s IPO, those shares are added to the authorized shares under the Amended and Restated 2015 Plan. The total amount of shares authorized for issuance under both the 2014 Plan and the Amended and Restated 2015 Plan is 2,300,000 . Pursuant to the Exchange Agreement, all outstanding options to purchase Company common stock were accelerated immediately prior to the Closing and each outstanding option with an exercise price less than the trading price of the Company common stock as of the close of trading on the Closing Date was exercised in full and all other outstanding options to purchase Company common stock were cancelled effective as of the Closing Date. As of December 31, 2021 , the Company had 101,583 shares available for issuance under the Amended and Restated 2015 Plan. Stock option valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model with the following assumptions:. 2021 2020 Risk-free interest rate 0.42 % - 1.34 % 0.17 % - 0.42 % Expected volatility 97.18 % - 98.96 % 82.8 % - 98.3 % Expected dividend yield — % — % Expected life (in years) 6.1 5.1 Expected Term —The expected term represents management’s best estimate for the options to be exercised by option holders. Volatility —Since F-star Ltd did not have a trading history for its common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry that are considered to be comparable to F-star Ltd business over a period equivalent to the expected term of the share-based awards. After the closing of the Transaction, the volatility of the Company’s Common Stock is used to determine volatility of the share-based awards at grant date. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the share-based awards’ expected term. Dividend Rate —The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future. Fair Value of Common Stock — Prior to the Transaction on November 20, 2020, F-star Ltd estimated fair value used three different methodologies, the income approach, the market approach and cost approach. The income approach uses the estimated present value of economic benefits. The market approach exams observable market values for similar assets or securities. The cost approach uses the concept of replacement cost as an indicator of value and the notion that an investor would pay no more for an asset that what it would cost to replace the asset with one of equal utility. After the closing of the Transaction, the fair value of the Company’s Common Stock is used to estimate the fair value of the share-based awards at grant date. Stock option activity Number of Weighted Average Weighted Average Aggregate Intrinsic (in years) (in thousands) Balance on December 31, 2020 533,599 $ 3.33 9.30 $ 8,494 Granted 646,886 7.68 10 ( 1,129 ) Exercised ( 20,947 ) 0.12 8 521 Forfeited ( 61,404 ) 5.94 9 218 Outstanding as of December 31, 2021 1,098,134 $ 5.80 8.76 $ 5,808 Options exercisable at December 31, 2021 331,299 $ 5.88 8.32 $ 3,075 The weighted average grant date fair value of options granted during the year ended December 31, 2021 and 2020 , was $ 5.94 and $ 14.45 per share, respectively. The total fair value of options vested during the years ended December 31, 2021 , and 2019, was $ 4.7 million and $ 2.0 million, respectively. Restricted Stock Unit The following table summarizes the movement in the number of Restricted Stock Units (RSU) issued by the Company under the Amended and Restated 2015 Plan during the year ended December 31, 2021. RSU Activity Restricted Weighted- Total nonvested units at December 31, 2020 69,749 $ 11.73 Granted 310,385 8.57 Vested ( 88,248 ) 9.46 Total nonvested units at December 31, 2021 291,886 $ 9.06 The vesting for the RSUs occurs either immediately, after one year or after four years . For the years ended December 31, 2021 and December 31, 2020 , the Company recognized approximately $ 2.2 million and $ 0.3 million expense related to the time-based RSUs respectively. Share-based compensation The Company recorded share-based compensation expense in the following expense categories for the year ended December 31, 2021 and 2020 of its consolidated statements of operations and comprehensive loss (in thousands): 2021 2020 Research and development expenses $ 1,722 $ 684 General and administrative expenses 5,176 2,805 $ 6,898 $ 3,489 As of December 31, 2021, and 2020 , the total unrecognized compensation cost relating to unvested options granted was $ 3.3 million and $ 5.1 million, respectively, which is expected to be realized over a period of 2.6 years and 3.2 years, respectively. The Company will issue shares upon exercise of options from shares reserved under the Plan. As of December 31, 2021, and 2020 , the total unrecognized compensation cost relating to RSUs was $ 1.1 million and $ 0.6 million, which is expected to be realized over a period of 2.7 years and 3.5 years, respectively. The Company will issue shares upon vesting of RSUs under the Plan. |
Significant agreements
Significant agreements | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant agreements | 12. Significant agreements License and Collaboration agreements For the years ended December 31, 2021 and 2020, the Company had License and Collaboration agreements (“LCA”s) with Ares Trading S.A. ("Ares"), an affiliate of Merck KGaA, Darmstadt, Germany, Denali Therapeutics Inc ("Denali"), Janssen Biotech, Inc. (“Janssen”), one of the Janssen Pharmaceutical Companies of Johnson & Johnson and AstraZeneca AB (“AstraZeneca”). The following table summarizes the revenue recognized in the Company’s consolidated statements of operations and comprehensive loss from these arrangements, (in thousands): Year Ended 2021 2020 Collaboration revenues Ares (Switzerland) $ 2,800 $ 9,930 Denali (US) 117 1,326 AstraZeneca (Sweden) 500 — Janssen (US) 17,500 — Other (UK) 250 — Total collaboration revenues $ 21,167 $ 11,256 2019 License and collaboration agreement with Ares Trading S.A. Summary On May 14, 2019, the Company entered into a licensing and collaboration agreement ("2019 LCA") with Ares, pursuant to which the Company granted the option to enter into a worldwide, exclusive license to certain patents and know-how to develop, manufacture and commercialize two separate mAb 2 antibody products that each contain a specific Fcab and a Fab target pair (each a licensed product). For the exclusive rights granted in relation to the first molecule, an option fee of $ 11.1 million was paid by Ares to the Company. Following receipt of the option fee, Ares became responsible for the development of the molecule and development, regulatory and sales-based royalties become payable to Company upon achievement of specified events. On July 15, 2020, a deed of amendment (the “2020 Amendment”) was entered into in respect of the 2019 LCA. The 2020 Amendment had two main purposes (i) to grant additional options to acquire intellectual property rights for a third and fourth molecule; and (ii) to allow Ares to exercise its option early to acquire intellectual property rights to the second molecule included in the 2019 LCA as well as to terminate the research and development services. On execution of the amendment, an option fee of $ 8.5 million was paid by Ares to the Company to acquire rights to the second molecule. During March 2021 Ares paid an option fee of $ 2.7 million to acquire the rights to the third molecule. As a result of the 2020 Amendment, the maximum amount payable by Ares on the achievement of certain development and regulatory milestones in the aggregate was increased to $ 473.9 million, and the maximum amount payable on the achievement of certain commercial milestones was increased to $ 292.3 million. In addition, to the extent that any product candidates covered by the exclusive licenses granted to Ares are commercialized, the Company will be entitled to receive a single digit royalty based on a percentage of net sales on a country-by-country basis. Revenue recognition Management has considered the performance obligations identified in the Ares LCA and concluded that where research and development services are supplied to the customer in relation to a specific molcule the option for the grant of intellectual property rights is not distinct from the provision of research and development services, as the services would significantly modify the early-stage intellectual property. As a result, the option for the grant of intellectual property rights and the provision of research and development services has been combined into a single performance obligation for the second molcule included in the 2019 LCA. The Company recognized revenue related to this molecule using the cost-to-cost method, which it believes best depicted the transfer of control of the services to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. The total transaction price for the 2019 LCA, was determined as $ 15.4 million at inception of the contract, consisting of the upfront payment, was effectively a licensing fee for the first molecule and research and development services for the second molecule. Variable consideration to be paid to the company upon reaching certain milestones had been excluded from the calculation, as at the inception of the contract, it was not probable that a significant reversal of revenue recognized would not occur in a subsequent reporting period. There were two components identified in the 2020 Amendment, each of which was accounted for as a separate performance obligation. The first component, the grant of the additional options to acquire intellectual property rights for the third and fourth molecule, was deemed to be distinct, as the customer can benefit from it on its own, and it is independent of the delivery of other performance obligations in the 2019 LCA. The initial transaction price of the amendment was deemed by management to be zero at inception. The second component, which allowed the customer to exercise its option to acquire intellectual property rights to the second molecule early, is considered to be a modification of the 2019 LCA. This is because the option is not independent of the research and development services provided under the 2019 LCA, and therefore the goods and services are not distin ct. All performance obligations under the May 13, 2019 agreement in respect of the second molecule were deemed to have been fully satisfied on July 15, 2020. The Company updated the transaction price to $ 22.4 million on inception of the amendment, due to the addition of $ 8.5 million for the option exercise for the second molecule and a reduction in research and development services of $ 1.5 million, due to the early termination of the services. During the year ended December 31, 2020 , $ 9.9 million was recognized over time in respect of the single performance obligation relating to the second molecule, which consisted of the $ 8.5 million option exercise fee and $ 1.4 million in research and development services. During the year ended December 31, 2021 , Ares provided notice of its intention to exercise its option granted under the 2020 Amendment to acquire the intellectual property rights for the third molecule, and $ 2.7 million was recognized at a point in time in respect of the option exercise. On January 3, 2022, Ares provided notice of its intention to exercise its option granted under the 2020 Amendment to acquire the intellectual property rights for the fourth molecule. An option fee of $ 2.6 million is payable upon option exercise. License and collaboration agreement with Denali Therapeutics Inc. Summary In August 2016 the Company entered into an exclusive license and collaboration agreement (the “Denali LCA”) with Denali. Under the terms of the Denali LCA, Denali was granted the right to nominate up to three Fcab targets for approval (“Accepted Fcab Targets”), within the first three years of the date of the agreement. Upon entering into the Denali LCA, Denali had selected Transferrin receptor as the first Accepted Fcab Target and paid an upfront fee of $ 5.5 million to the Company. In May 2018, Denali exercised its right to nominate two additional Fcab targets and identified a second Accepted Fcab Target. Denali made a one-time payment to the F-star group for the two additional Accepted Fcab Targets of $ 6.0 million and extended the time period for its selection of the third Accepted Fcab Target until August 2020. Under the terms of the agreement the Company is entitled to receive contingent payments that relate to certain defined preclinical, clinical, regulatory, and commercial milestones with a maximum value of $ 49.5 million. Revenue recognition The Company has considered the performance obligations identified in the contracts and concluded that the grant of intellectual property rights is not distinct from the provision of R&D services, as the R&D services are expected to significantly modify the early-stage intellectual property. As a result, the grant of intellectual property rights and the provision of R&D services has been combined into a single performance obligation for this contract. The initial transaction price for first Accepted Fcab Target was deemed to be $ 7.1 million consisting of $ 5.0 million for the grant of intellectual property rights and $ 2.1 million for R&D services. The initial transaction price for the second Accepted Fcab target was $ 5.1 million, consisting of $ 3.0 million for the grant of intellectual property rights and $ 2.1 million for R&D services. During the year ended December 31, 2019, the transaction price for the first Accepted Fcab was increased to $ 8.6 million due to achievement of a $ 1.5 million milestone that on initial recognition of the Denali LCA was not included in the transaction price, as it was not deemed probable that a reversal would not occur in a future reporting period. All performance obligations were deemed to have been fully satisfied during the year ended December 31, 2019 in respect of the first Accepted Fcab Target, and during the three months ended March 30, 2021 in respect of the second Accepted Fcab Target. As a result, no revenue was recognized in respect of the first accepted target for the years ended December 31, 2021 and 2020. In respect of the second Accepted Fcab Target for the years ended December 31, 2021 and 2020 , the Company recognized $ 0.1 million and $ 1.3 million, respectively. 2021 Agreement with AstraZeneca Summary On July 7, 2021 the Company entered into a License Agreement with AstraZeneca AB. Under the terms of the agreement the Company has granted an exclusive license to certain patents and know-how to develop, manufacture and commercialize STING inhibitor compounds. AstraZeneca will be responsible for all future research, development and commercialization activities. For the exclusive rights granted, an initial upfront fee of $ 0.5 million was paid by AstraZeneca to the Company during the three months ended September 2021. The Company is entitled to receive additional contingent near-term preclinical milestones of $ 11.5 million, plus maximum contingent payments that relate to certain defined development and regulatory milestones of $ 85.0 million and commercial milestones of $ 221.3 million, as well as royalty payments based upon a single digit percentage on net sales of products developed. Pursuant to the STING Antagonist CVR Agreement, 80 % of net proceeds received the Company under the License Agreement with AstraZeneca will be payable, pursuant to the Exchange Agreement, to common stockholders of Spring Bank as of November 19, 2020, immediately prior to the Closing of the transaction. Revenue recognition Management has identified a single performance obligation in the contract, which is the grant of intellectual property rights. The total transaction price was initially determined to be $ 0.5 million, consisting only of the upfront payment. Variable consideration to be paid to the company upon reaching certain milestones has been excluded from the calculation, as at the inception of the contract, it is not probable that a significant reversal of revenue recognized would not occur in a subsequent reporting period. The transaction price was allocated to the single performance obligation, which was deemed to be fully satisfied on the grant of intellectual property rights, and therefore the initial upfront fee was recognized at a point in time. In the year ended December 31, 2021, the Company recorded revenue of $ 0.5 million in respect of this contract. 2021 License and Collaboration Agreement with Janssen Biotech, Inc. On October 19, 2021, we entered into a license and collaboration agreement (the “Janssen Agreement”) with Janssen Biotech, Inc., one of the Janssen Pharmaceutical Companies of Johnson & Johnson. The Janssen Agreement was facilitated by Johnson & Johnson Innovation. Under the Janssen Agreement, Janssen received a worldwide exclusive license to research, develop and the option to commercialize up to five novel bispecific antibodies directed to Janssen therapeutic targets using F-star’s proprietary Fcab and mAb 2 platforms. Janssen is responsible for all research, development, and commercialization activities under the agreement. F-star received or is entitled to receive upfront fees of $ 17.5 million, and near-term fees and potential further milestones of up to $ 1.35 billion. F-star is also eligible to receive potential tiered mid-single digit royalties on annual net sales of any products that receive regulatory approval and are commercialized using the licensed technology. Revenue recognition The Company assessed the arrangement in accordance with ASC 606 and concluded that Janssen is a customer based on the arrangement structure. The Company identified a single performance obligation under the arrangement consisting of the grant of intellectual property rights at the inception of the contract. There are no R&D services included in the arrangement or needed for Janssen to use the technology. Revenue is recognized as functional IP, at the point in time control of the license is transferred. The Company determined that the transaction price at the onset of the arrangement is the total upfront payment received in the amount of $ 17.5 million. The transaction price was allocated to the single performance obligation, which was deemed to be fully satisfied upon the grant of intellectual property rights, and therefore the initial upfront fee was recognized at a point in time. Separately, we also identified customer options, which include our obligations to grant an additional 18-month period to the research license granted at contract inception and to grant exploitation licenses for up to five Subject mAb 2 molecules. These options do not represent a material right, as they are not offered at a significant and incremental discount and will be recorded as separate contracts when and if they are executed. In the year ended December 31, 2021 , the Company recorded revenue of $ 17.5 million in respect of this contract. Summary of Contract Assets and Liabilities Up-front payments and fees are recorded as deferred revenue upon receipt or when due until such time as the Company satisfies its performance obligations under these arrangements. A contract asset is a conditional right to consideration in exchange for goods or services that the Company has transferred to a customer. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The following table presents changes in the balances of the Company’s contract assets and liabilities (in thousands): Year ended December 31, 2021 Balance at Additions Recognized Impact of Balance at Contract liabilities: Ares collaboration $ 37 $ — $ ( 37 ) $ — $ — Denali collaboration 263 — ( 263 ) — — Total deferred revenue $ 300 $ — $ ( 300 ) $ — $ — Year ended December 31, 2020 Balance at Additions Recognized Impact of Balance at Contract liabilities: Ares collaboration $ 33 $ 37 $ ( 33 ) $ — $ 37 Denali collaboration 409 — ( 151 ) 5 263 Total deferred revenue $ 442 $ 37 $ ( 184 ) $ 5 $ 300 During the years ended December 31, 2021, and 2020 , all revenue recognized by the Company as a result of changes in the contract liability balances in the respective periods was based on proportional performance. As at the year ended December 31, 2021 all the service components of these contracts were complete. |
Other income (expense)
Other income (expense) | 12 Months Ended |
Dec. 31, 2021 | |
Income Statement [Abstract] | |
Other income (expense) | 13. Other income (expense) The following table presents the components of other income and expense (in thousands): Year Ended 2021 2020 Sublease income $ 651 $ 60 Coronavirus Job Retention Scheme income — 507 Foreign exchange gains (losses) 589 ( 415 ) $ 1,240 $ 152 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes For the years ended December 31, 2021, and 2020 , the Company recognized a total income tax benefit of $ 0.4 million and $ 1.0 thousand, respectively. The Company is subject to corporate taxation in the United Kingdom, United States and Austria. The Company’s income tax benefit in the year ended December 31, 2021 is mainly the result of changes in the deferred tax liability offset by US federal, state taxes and foreign tax charges. The income tax benefit in the year ended December 31, 2020 is mainly the result of US federal branch taxes and a prior year adjustment in Austria. The components of net (loss)/profit before tax provision from income taxes are as follows (in thousands): Year Ended 2021 2020 United Kingdom $ ( 18,416 ) $ ( 24,490 ) Austria 926 315 United States ( 14,165 ) ( 1,445 ) Total $ ( 31,655 ) $ ( 25,620 ) The components of the benefit for income taxes are as follows (in thousands): Year Ended 2021 2020 Federal $ ( 112 ) $ ( 41 ) State ( 52 ) — Foreign ( 33 ) 42 Total current income tax (provision) benefit ( 197 ) 1 Total deferred income tax (benefit) 569 — Total benefit from income taxes $ 372 $ 1 The Company is subject to the corporate tax rate in the United States, United Kingdom and Austria. In the year ended December 31, 2021 the Company was subject to the rate of corporate tax in the United States ( 21 %) due to the ultimate parent entity (FTI) being US-domiciled. The Finance Bill 2021 had its third reading on May 24, 2021 and is now considered to be substantively enacted. This means that the 25 % main rate of UK corporation tax and marginal relief will be relevant for any asset sale or timing differences expected to reverse on or after April 1, 2023. The following table summarizes a reconciliation of income tax benefit compared with the amounts at the United States statutory income tax rate: Year Ended 2021 2020 Income tax (provision) benefit at statutory rate 21.0 % 21.0 % Reduction of NOL carryforwards related to Sec 382 limitaions ( 36.7 )% — Permanent items ( 4.2 )% ( 9.4 )% Net losses surrendered for U.K. R&D tax credit ( 0.6 )% ( 4.6 )% Change in the UK tax rate 4.7 % — State tax, net of federal benefit ( 9.1 )% — Other ( 3.2 )% 0.1 % Change in valuation allowance 29.3 % ( 7.1 )% Actual income tax expense effective tax rate 1.2 % 0.0 % The benefit for income taxes shown on the consolidated statements of operations differs from amounts that would result from applying the statutory tax rate to income before taxes primarily because of certain non-deductible expenditures, net operating losses adjustment for 382 limitation, and the change in the Company's valuation allowance on its deferred tax assets. Significant components of the Company’s current and deferred tax assets (liabilities) as at December 31, 2021 and 2020, were as follows (in thousands): Year Ended 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 30,684 $ 45,053 Research and development credit carryforwards 608 957 Capitalized R&D expenditures 5,966 5,238 Lease Obligation 728 860 Share based compensation 2,813 1,206 Other 1 18 Total gross deferred tax assets $ 40,800 $ 53,332 Valuation Allowance ( 35,202 ) ( 49,304 ) Net deferred tax assets 5,598 4,028 Deferred tax liabilities: Acquired Intangibles ( 4,549 ) ( 3,763 ) Right of Use Assets ( 893 ) ( 769 ) Capital Allowances ( 163 ) ( 72 ) Net deferred tax liability $ ( 7 ) $ ( 576 ) The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighed the evidence based on its objectivity. After consideration of the evidence, including forecasts and strategic plans, management has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets and accordingly the Company has provided a valuation allowance for the full amount of the net deferred tax assets. The release of the valuation allowance would result in the recognition of certain deferred tax assets and an increase to the benefit for income taxes for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve. Management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, and has determined that it is more likely than not that the Company will not recognize the benefits of its federal, state, and foreign deferred tax assets, and as a result, a valuation allowance of $ 35.2 million and $ 49.3 million has been established at December 31, 2021, and 2020, respectively. In the year ended December 31, 2021 the decrease in the valuation allowance was $ 14.0 million. At December 31, 2021 , the Company had federal, state, and foreign NOL carryforwards of $ 81.3 million, $ 79.8 million, and $ 34.9 million, respectively, which expire beginning in 2029. The Company's unsurrendered U.K. net operating losses, and its U.S. federal net operating losses generated after December 31, 2017, do not expire. U.K. losses may be utilized to offset future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £ 5.0 million plus an incremental 50 % of U.K. taxable profits. As of December 31, 2021, the Company had federal and state research and development tax credit carryforwards of $ 0.3 million and $ 0.4 million respectively, which expire beginning in 2032. The Internal Revenue Code of 1986, as amended (the Code), provides for a limitation of the annual use of net operating losses and other tax attributes (such as research and development tax credit carryforwards) following certain ownership changes (as defined by the Code) that could limit the Company’s ability to utilize these carryforwards. The Company completed a study to assess ownership changes under Section 382 of the Code during the year ended December 31, 2021. The results of the study indicated that $ 56.0 million of the Company's accumulated NOLs are projected to expire before utilization. The Company recognizes, in its consolidated financial statements, the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company had no uncertain tax positions during the years ended of December 31, 2021, and 2020. There are no amounts of interest or penalties recognized in the consolidated statements of operations or accrued on the consolidated balance sheet for any period presented. The Company does not expect any material changes in these uncertain tax benefits within the next 12 months. The Company files income tax returns in the United Kingdom, Austria, and the United States for federal income taxes and in Massachusetts for state income taxes. In the ordinary course of business, the Company is subject to examination by tax authorities in these jurisdictions. The 2019 and 2020 tax year remains open to examination by HM Revenue & Customs. The statute of limitations for assessment with the Internal Revenue Service is generally three years from filing of the tax return; however, all of the Company’s tax years remain open to examination in the United States, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they have or will be used in future periods. The statute of limitations for assessment with the Austrian tax authorities is a period of five years following the end of each fiscal year. Therefore, all fiscal years from 2017 to 2020 remain open for assessment. The Company is currently not under examination by any jurisdictions for any tax years. The Company recognizes, in its consolidated financial statements, the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company had no uncertain tax positions during the years ended of December 31, 2021, and 2020 . There are no amounts of interest or penalties recognized in the consolidated statement of operations or accrued on the consolidated balance sheets for any period presented. The Company does not expect any material changes in these uncertain tax benefits within the next 12 months. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021, and 2020 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 15. Net loss per share The following table summarizes the computation of basic and diluted net loss per share of the Company for such years (in thousands, except share and per share data): 2021 2020 Net loss $ ( 31,283 ) $ ( 25,619 ) Weighted average number shares outstanding, basic and diluted 16,647,481 2,643,175 Net loss income per common, basic and diluted $ ( 1.88 ) $ ( 9.69 ) Diluted net loss per common share is the same as basic net loss per common share for all years presented. The Company’s potentially dilutive securities, which include share options and warrants to subscribe for ordinary shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same . For the year ended December 31, 2021, and December 31, 2020, the weighted average number of potentially dilutive shares was 603,348 and 709,591 respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Lease Obligations On January 27, 2021, the Company signed an operating lease for three years for its corporate headquarters in Cambridge, UK. The Company also has leases for the former Spring Bank headquarters and laboratory space in Hopkinton, Massachusetts which are or were being subleased. One of the two leases expired on May 31, 2021 and the remaining lease has terms of approximately 6.8 years for its former principal office and laboratory space, which includes an option to extend the lease for up to 5 years. The Company’s former headquarters location is being subleased through the remainder of the lease term. As of December 31, 2021, and 2020 , the weighted average discount rate for operating leases was 5 %. Operating lease costs under the leases for the year ended December 31, 2021 and 2020 , were approximately $ 1.1 million and $ 0.3 million. Total operating lease costs for the year ended December 31, 2021 , were offset by $ 0.5 million for sublease income. The following table summarizes the Company’s maturities of operating lease liabilities as of December 31, 2021 (in thousands): Year 2022 $ 906 2023 919 2024 393 2025 382 2026 372 Thereafter 657 Total lease payments $ 3,629 Sublease The Company subleases a former Spring Bank office in Hopkinton, Massachusetts. Operating sublease income under the operating lease agreement for the year ended December 31, 2021 was $ 0.6 million. This sublease has a remaining lease term 6.8 years. Future expected cash receipts from subleases as of December 31, 2021 is as follows (in thousands): Year 2022 $ 462 2023 474 2024 486 2025 498 2026 511 Thereafter 970 Total sublease receipts $ 3,401 Service Agreements As of December 31, 2021, and 2020 , the Company has contractual commitments of $ 4.1 million and $ 4.7 million, respectively with a contract manufacturing organization (“CMO”) for activities that are ongoing or are scheduled to start between 3 and 9 months of the date of the statement of financial position. Under the terms of the agreement with the CMO, the Company is committed to pay for some activities if those activities are cancelled up to 3, 6 or 9 months prior to the commencement date. |
Employee Plans
Employee Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Disclosure [Abstract] | |
Employee Plans | 17. Employee Plans The Company provides a defined contribution plan for its employees in the United Kingdom and United States, pursuant to which the Company may match employees’ contributions each year. During each of the years ended December 31, 2021, and 2020, the Company made contributions totaling $ 0.6 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions 2019 Reorganization | 18. Related Party Transactions During the year ended December 31, 2021 and 2020 , the Company had purchases totaling zero and $ 0.2 million, respectively, from Avacta Life Sciences Limited, a company in which the Company’s Chief Executive Officer also holds a directorship. As of December 31, 2021, and 2020 , the amounts outstanding and included in trade and other payables was zero and $ 0.1 million, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent events On January 3, 2022, Ares provided notice of its intention to exercise its option granted under the 2020 Amendment to acquire the intellectual property rights for an additional molecule. An option fee of $ 2.6 million is payable to the Company upon option exercise. During January 2022, the Company issued and sold 116,613 ordinary shares, pursuant to its ATM program for gross proceeds of $ 0.60 million, resulting in net proceeds of $ 0.58 million after deducting sales commissions and offering expenses of $ 0.02 million. On January 1, 2022, pursuant to the evergreen provision of the 2019 Plan, the number of shares that could be issued under the plan was increased by an additional 834,984 shares to 914,226 shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of F-star Therapeutics Inc. and its wholly owned subsidiaries: F-star Therapeutics Limited, (F-star Ltd) and F-star Therapeutics Securities Corporation. All intercompany balances and transactions between the consolidated companies have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the assets and liabilities acquired in the Transaction between Spring Bank and F-star Ltd, fair value of the convertible loan, the accrual for research and development expenses, revenue recognition, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. |
Foreign currency and currency translation | Foreign currency and currency translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in the United Kingdom and United States. The Company’s reporting currency is the U.S dollar. The Company translates the assets and liabilities of its subsidiaries into U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of shareholders’ equity as a component of accumulated other comprehensive loss. Translation differences resulting from the conversion from functional currency to reporting currency are included as part of the cumulative foreign currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at the exchange rates prevailing at the date of the Transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other (expense) income in the consolidated statements of operations and comprehensive loss as incurred. The Company recorded a foreign exchange loss of $ 0.4 million and a gain of $ 0.6 million included in other (expense) income in the consolidated statement of operations and comprehensive loss for the years ended December 31, 2021, and 2020, respectively. |
Concentrations of credit risk and of significant suppliers | Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. The Company had no cash equivalents on December 31, 2021, and 2020 . |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation . Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful Economic Life Leasehold property improvements, right of use assets Lesser of lease term or useful life Laboratory equipment 5 years Furniture and office equipment 3 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. As of December 31, 2021, and 2020 , there have been no significant asset retirements to date . Expenditures for repairs and maintenance that do not improve or extend the lives of the respective assets are charged to expense as incurred. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets consist of property, plant and equipment, goodwill, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations. |
Business Combinations and Goodwill | Business Combinations and Goodwill Business combinations are accounted for in accordance with ASC Topic 805 “Business Combinations”. The total purchase price of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, probabilities of success, discount rates, and asset lives, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. To perform its quantitative test, the Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. Required annual testing of goodwill for impairment was completed as of December 31, 2021 and determined that goodwill is no t impaired. |
Contingent value rights | Contingent value rights The fair value of the contingent value rights is based on the Company’s probability-weighted discounted cash flow assessment that considers probability and timing of future payments in relation to the achievement of a sale or licensing arrangement for the STING product candidates, or the achievement of future development, regulatory and sales-based milestones in existing agreements. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving a sale, licensing agreement or milestone, anticipated timelines, and discount rate. Changes in the fair value of the liability will be recognized in the consolidated statement of operations and comprehensive loss until settlement. |
Acquired In-Process Research and Development (IPR&D) | Acquired In-Process Research and Development (IPR&D) Acquired IPR&D represents the fair value assigned to research and development assets that the Company acquires and have not been completed at the acquisition date. The fair value of IPR&D acquired in a business combination is recorded on the consolidated balance sheets at the acquisition-date fair value and is determined by estimating the costs to develop the technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the projected net cash flows to present value. Indefinite lived IPR&D is not amortized, but rather is reviewed for impairment on an annual basis or more frequently if indicators of impairment are present, until the project is completed, abandoned or transferred to a third party. The projected discounted cash flow models used to estimate the fair value of partnered assets and cost approach model used to estimate proprietary assets as part of the Company’s Indefinite lived IPR&D reflect significant assumptions regarding the estimates a market participant would make in order to evaluate a drug development asset, including the following: • Estimates of obsolescence of development expenditure; • Probability of successfully completing clinical trials and obtaining regulatory approval; • Estimates of future cash flows from potential milestone payments and royalties related to out-licensed product sales; and • A discount rate reflecting the Company’s weighted average cost of capital and specific risk inherent in the underlying assets. Once brought into use, Indefinite lived IPR&D is reclassified into Long lived IPR&D assets and are amortized over their estimated useful economic lives, which is the lower of the expected royalty term or the remaining life of the relevant patents, whichever is shorter. The Company periodically reviews its Long lived IPR&D assets to determine whether events and circumstances warrant a revision to the remaining period of amortization or asset impairment. |
Fair value measurements of financial instruments | Fair value measurements of financial instruments The Company’s financial instruments consist of cash, accounts payable, CVR and liability classified warrants. The carrying amounts of cash and accounts payable approximate their fair value due to the short-term nature of those financial instruments. The fair value of CVR and the liability classified warrants are remeasured to fair value each reporting period. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or 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 a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, and other current assets, research and development incentives receivable, accounts payable and term debt and accrued liabilities and other current liabilities approximate their fair values, due to their short-term nature. |
Segment and geographic information | Segment and geographic information Operating segments are defined as components of a business for which separate discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and its chief operating decision maker, the Company’s Chief Executive Officer, view the Company’s operations and manage its business as a single operating segment. The Company operates in two geographic areas: the United Kingdom and United States. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. The Company has not entered any financing leases. ROU assets represent the Company’s right to use and control an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes lease payments made before the lease commencement date and excludes any lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The components of a lease shall be split into three categories, if applicable: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any related to non-components) must then be allocated based on fair values to the lease components and non-lease components. The Company’s facilities operating leases may have lease and non-lease components to which the Company has elected to apply a practical expedient to account for each lease component and related non-lease component as one single component. The lease component results in a right-of-use asset being recorded on the consolidated balance sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
License and collaboration arrangements and revenue recognition | License and collaboration arrangements and revenue recognition The Company’s revenues are generated primarily through license and collaboration agreements with pharmaceutical and biotechnology companies. The terms of these arrangements may include (i) the grant of intellectual property rights (IP licenses) to therapeutic drug candidates against specified targets, developed using the Company’s proprietary mAb 2 bispecific antibody platform, (ii) performing research and development services to optimize drug candidates, and (iii) the grant of options to obtain additional research and development services or licenses for additional targets, or to optimize product candidates, upon the payment of option fees. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; payments for research and development services; fees upon the exercise of options to obtain additional services or licenses; payments based upon the achievement of defined collaboration objectives; future regulatory and sales-based milestone payments; and royalties on net sales of future products. The Company accounts for contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). The company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performs the following steps: (i) identify the promised goods or services in the contract; (ii) determine whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must make significant judgments, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer. The promised goods or services in the Company’s contracts with customers primarily consist of license rights to the Company’s intellectual property for research and development, research and development services, options to acquire additional research and development services, and options to obtain additional licenses, such as a commercialization license for a potential product candidate. Promised goods or services are considered distinct when: (i) the customer can benefit from the good or service on its own or together with other readily available resources; and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own and whether the required expertise is readily available. In addition, the Company considers whether the collaboration partner can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises. The Company estimates the transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of the potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate variable consideration to include in the transaction price based on which method better predicts the amount of consideration expected to be received. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. After the transaction price is determined it is allocated to the identified performance obligations based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, probabilities of technical and regulatory success and the estimated costs. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time based on the use of an input method. The Company accounts for contract modifications as a separate contract if both of the following conditions are met: (i) the scope of the contract increases because of the addition of promised goods or services that are distinct; and (ii) the price of the contract increases by an amount of consideration that reflects standalone selling prices of the additional promised goods or services and any appropriate adjustments to that price to reflect the circumstances of the particular contract. If a contract modification is deemed to not be a separate contract, then the transaction price is updated and allocated to the remaining performance obligations (both from the existing contract and the modification). Previously recognized revenue for goods and services that are not distinct from the modified goods or services is adjusted based upon an updated measure of progress for the partially satisfied performance obligations. If a contract modification is deemed to be a separate contract, any revenue recognized under the original contract is not retrospectively adjusted and any performance obligations remaining under the original contract continue to be recognized under the terms of that contract. The Company’s collaboration revenue arrangements include the following: Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: The Company’s collaboration agreements may include development and regulatory milestones. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue and net loss in the period of adjustment. Customer Options: The Company evaluates the customer options to obtain additional items (i.e., additional license rights) for material rights, or options to acquire additional goods or services for free or at a discount. Optional future services that reflect their standalone selling prices do not provide the customer with a material right and, therefore, are not considered performance obligations and are accounted for as separate contracts. If optional future services include a material right, they are accounted for as performance obligations. The Company determines an estimated standalone selling price of any material rights for the purpose of allocating the transaction price. The Company considers factors such as the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires. Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales. Research and Development Services: The promises under the Company’s collaboration agreements may include research and development services to be performed by the Company on behalf of the partner. Payments or reimbursements resulting from the Company’s research and development efforts are recognized as the services are performed and presented on a gross basis because the Company is the principal for such efforts. |
Research and development costs | Research and development costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, facilities costs and laboratory supplies, depreciation, amortization and impairment expense, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials as well as the cost of licensing technology. Typically, upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred, except for payments relating for intellectual property rights with future alternative use which will be expensed when the intellectual property is in use. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. |
Research and manufacturing contract costs and accruals | Research and manufacturing contract costs and accruals The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Research and development incentives and receivable | Research and development incentives and receivable The Company, through its subsidiary in the United Kingdom, receives reimbursements of certain research and development expenditures as part of a United Kingdom government’s research and development tax reliefs program. Under the program, the Company is able to surrender trading losses that arise from qualifying research and development expenses incurred in the United Kingdom for a tax credit of up to 14.5 % of the surrender able losses. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each period end, management estimates the reimbursement available to the Company based on available information at the time. The Company recognizes income from the research and development incentives when the relevant expenditure has been incurred, the associated conditions have been satisfied and there is reasonable assurance that the reimbursement will be received. The Company records these research and development incentives as a reduction to research and development expenses in the consolidated statements of operations and comprehensive loss, as the research and development tax credits are not dependent on the Company generating future taxable income, the Company’s ongoing tax status, or tax position. The research and development incentives receivable represent an amount due in connection with the above program. The Company recorded a reduction to research and development expense of $ 2.2 million and $ 3.3 million for the years ended December 31, 2021 and 2020 , respectively. |
Patent costs | Patent costs All patent-related costs incurred in connection with preparing, filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Warrants | Warrants The Company accounts for freestanding warrants within stockholder’s equity or as liabilities based on the characteristics and provisions of each instrument. The Company evaluates outstanding warrants in accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . If none of the criteria in the evaluation in these standards are met, the warrants are classified as a component of stockholders’ equity and initially recorded at their grant date fair value without subsequent remeasurement. Warrants that meet the criteria are classified as liabilities and remeasured to their fair value at the end of each reporting period. |
Share-based compensation | Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, "Compensation – Stock Compensation”(“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations and comprehensive loss. The Company records the expense for option awards using a graded vesting method. The Company accounts for forfeitures as they occur. For share-based awards granted to non-employee consultants, the measurement date for non-employee awards is the date of grant. The compensation expense is then recognized over the requisite service period, which is the vesting period of the respective award. The Company reviews stock award modifications when there is an exchange of original award for a new award. The Company calculates for the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The Company immediately recognizes the incremental value as compensation cost for vested awards and recognizes, on a prospective basis over the remaining requisite service period, the sum of the incremental compensation cost and any remaining unrecognized compensation cost for the original award on the modification date. The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. Prior to November 20, 2020, given the absence of an active market for the ordinary shares of F-star Ltd, the board of directors determined the estimated fair value of the Company’s equity instruments based on input from management, which utilized the most recently available independent third-party valuation, and considering a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector. Each valuation methodology includes estimates and assumptions that require judgment. These estimates and assumptions include a number of objective and subjective factors in determining the value of F-star Ltd ordinary shares at each grant date. The expected volatility for F star Ltd was calculated based on reported volatility data for a representative group of publicly traded companies for which historical information was available. The historical volatility is calculated based on a period of time commensurate with the assumption used for the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. F-star Ltd used the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. F-star Ltd utilized this method due to the lack of historical exercise data and the plain nature of its share-based awards. The Company uses the remaining contractual term for the expected life of non-employee awards. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Comprehensive loss | Comprehensive loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation as a component of other comprehensive loss in the consolidated statements of operations and comprehensive loss. |
Contingencies | Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the consolidated statements of operations and comprehensive loss. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that will more likely than not be realized upon ultimate settlement. Any provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Research and development tax credits received in the U.K. are recorded as a reduction to research and development expenses. The U.K. research and development tax credit is payable to the Company after surrendering tax losses and is not dependent on current or future taxable income. As a result, it is not reflected as part of the income tax provision. If, in the future, any U.K. research and development tax credits generated are utilized to offset a corporate income tax liability in the U.K., that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded as a reduction to research and development expenses. |
Net loss per share | Net loss per share The Company computes net loss per share in accordance with ASC Topic 260,"Earnings Per Share”(“ASC 260”) and related guidance, which requires two calculations of net loss attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are participating securities and are included in the calculation of basic and diluted net loss per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net loss. Diluted net loss per share is the same as basic net loss per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive. |
Reclassifications | Reclassifications Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current presentation. |
Recently adopted accounting pronouncements | Recently issued and adopted accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. Government assistance In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance to add annual disclosure requirements related to transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The standard is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted the new standard on January 1, 2022 and does not expect the adoption of this standard to have a significant impact on the disclosures of its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Property Plant and Equipment Useful lives | Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful Economic Life Leasehold property improvements, right of use assets Lesser of lease term or useful life Laboratory equipment 5 years Furniture and office equipment 3 years |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |
Summary of Purchase Price is Allocated to the Fair Value of Assets and Liabilities Acquired | The purchase price is allocated to the fair value of assets and liabilities acquired as follows (in thousands, except common shares and fair value per share): Number of full common shares 4,449,559 Multiplied by fair value per share of common stock $ 4.84 Purchase price $ 21,535,866 Cash and cash equivalents $ 9,779 Marketable securities 5,000 Prepaid expenses and other assets 935 Operating lease right of use asset 2,784 Intangible assets 4,720 Goodwill 10,451 Accounts payable, accrued expenses and other liabilities ( 5,453 ) Contingent value rights ( 2,520 ) Liability and equity based warrants ( 422 ) Deferred tax liability ( 576 ) Operating lease liability ( 3,162 ) Fair value of net assets acquired $ 21,536 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment, net consisted of the following (in thousands): 2021 2020 Leasehold improvements $ 154 $ 15 Laboratory equipment 2,227 1,788 Furniture and office equipment 162 169 2,543 1,972 Less: Accumulated depreciation 1,656 1,183 $ 887 $ 789 |
Goodwill and In-process Resea_2
Goodwill and In-process Research and Development (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and In Process Research and Development | The changes in the carrying amount of Goodwill and In-process Research and Development were as follows (in thousands): Indefinite-lived intangible assets Definite-lived intangible assets Goodwill In-process In-process Cost Balance at December 31, 2019 $ 4,320 $ 17,201 $ — Capitalized — 730 — Acquired by the Transaction 10,451 4,720 — Effect of changes in exchange rate used for translation 155 903 — Balance at December 31, 2020 $ 14,926 $ 23,554 $ — Transfer — ( 4,469 ) 4,469 Effect of changes in exchange rate used for translation ( 28 ) ( 124 ) 4 Balance at December 31, 2021 $ 14,898 $ 18,961 $ 4,473 Amortization Balance as at December 31, 2019 $ — $ 4,152 $ — Effect of changes in exchange rate used for translation — 416 — Balance at December 31, 2020 $ — $ 4,568 $ — Amortization — — 130 Effect of changes in exchange rate used for translation — ( 29 ) — Balance at December 31, 2021 $ — $ 4,539 $ 130 Net book value at December 31, 2021 $ 14,898 $ 14,422 $ 4,343 Net book value at December 31, 2020 $ 14,926 $ 18,986 $ — |
Schedule of Estimated future amortization expense | Estimated future amortization expense for intangible assets is as follows (in thousands): Year 2022 $ 259 2023 259 2024 259 2025 259 2026 259 Thereafter 3,048 Total $ 4,343 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 3,601 $ 3,601 Warrants $ — — — — $ — $ — $ 3,601 $ 3,601 Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 2,520 $ 2,520 Warrants $ — — 37 37 $ — $ — $ 2,557 $ 2,557 |
Summary of Change in Company's Level 3 Liabilities, Warrants Issued in a Private Placement | The following table reflects the change in the Company’s Level 3 liabilities, which consists of the liability based warrants outstanding as of December 31, 2020 through December 31, 2021 (in thousands): Contingent Value Rights Warrants Fair value of liability as of December 31, 2020 $ 2,520 $ 37 Payment to CVR holders ( 256 ) — Change in fair value estimate 1,337 ( 37 ) Balance at December 31, 2021 $ 3,601 $ — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and Other Current Liabilities at December 31, 2021 and 2020 were comprised of the following (in thousands): 2021 2020 Clinical Trial Costs $ 2,834 $ 3,394 Severance — 1,953 Compensation and Benefits 1,819 1,361 Professional Fees 1,135 1,593 Other 453 1,160 $ 6,241 $ 9,461 |
Term Debt (Tables)
Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Term Debt December 31, December 31, Term Loan A and B due April 2025 $ 5,000 $ — Term Loan C and D due June 2025 5,000 — Term debt 10,000 — Less: Unamortized deferred issuance costs ( 197 ) — Less: Warrant discount and interest ( 198 ) — Total debt obligations- long term $ 9,605 $ — |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | A summary of the warrant activity for the Company since December 31, 2020 to the year ended December 31, 2021 is as follows: Warrants Warrants outstanding as of December 31, 2020 144,384 Issued 42,236 Exercised ( 71,047 ) Expired ( 10,837 ) Outstanding at December 31, 2022 104,736 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Valuation | The fair value of stock option grants is estimated using the Black-Scholes option-pricing model with the following assumptions:. 2021 2020 Risk-free interest rate 0.42 % - 1.34 % 0.17 % - 0.42 % Expected volatility 97.18 % - 98.96 % 82.8 % - 98.3 % Expected dividend yield — % — % Expected life (in years) 6.1 5.1 |
Summary of Option Activity | Stock option activity Number of Weighted Average Weighted Average Aggregate Intrinsic (in years) (in thousands) Balance on December 31, 2020 533,599 $ 3.33 9.30 $ 8,494 Granted 646,886 7.68 10 ( 1,129 ) Exercised ( 20,947 ) 0.12 8 521 Forfeited ( 61,404 ) 5.94 9 218 Outstanding as of December 31, 2021 1,098,134 $ 5.80 8.76 $ 5,808 Options exercisable at December 31, 2021 331,299 $ 5.88 8.32 $ 3,075 |
Summary of RSU Activity | The following table summarizes the movement in the number of Restricted Stock Units (RSU) issued by the Company under the Amended and Restated 2015 Plan during the year ended December 31, 2021. RSU Activity Restricted Weighted- Total nonvested units at December 31, 2020 69,749 $ 11.73 Granted 310,385 8.57 Vested ( 88,248 ) 9.46 Total nonvested units at December 31, 2021 291,886 $ 9.06 |
Summary of Stock-Based Compensation Expense | The Company recorded share-based compensation expense in the following expense categories for the year ended December 31, 2021 and 2020 of its consolidated statements of operations and comprehensive loss (in thousands): 2021 2020 Research and development expenses $ 1,722 $ 684 General and administrative expenses 5,176 2,805 $ 6,898 $ 3,489 |
Significant agreements (Tables)
Significant agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of License and Collaboration Agreements | For the years ended December 31, 2021 and 2020, the Company had License and Collaboration agreements (“LCA”s) with Ares Trading S.A. ("Ares"), an affiliate of Merck KGaA, Darmstadt, Germany, Denali Therapeutics Inc ("Denali"), Janssen Biotech, Inc. (“Janssen”), one of the Janssen Pharmaceutical Companies of Johnson & Johnson and AstraZeneca AB (“AstraZeneca”). The following table summarizes the revenue recognized in the Company’s consolidated statements of operations and comprehensive loss from these arrangements, (in thousands): Year Ended 2021 2020 Collaboration revenues Ares (Switzerland) $ 2,800 $ 9,930 Denali (US) 117 1,326 AstraZeneca (Sweden) 500 — Janssen (US) 17,500 — Other (UK) 250 — Total collaboration revenues $ 21,167 $ 11,256 |
Summary of Contract Assets and Liabilities | The following table presents changes in the balances of the Company’s contract assets and liabilities (in thousands): Year ended December 31, 2021 Balance at Additions Recognized Impact of Balance at Contract liabilities: Ares collaboration $ 37 $ — $ ( 37 ) $ — $ — Denali collaboration 263 — ( 263 ) — — Total deferred revenue $ 300 $ — $ ( 300 ) $ — $ — Year ended December 31, 2020 Balance at Additions Recognized Impact of Balance at Contract liabilities: Ares collaboration $ 33 $ 37 $ ( 33 ) $ — $ 37 Denali collaboration 409 — ( 151 ) 5 263 Total deferred revenue $ 442 $ 37 $ ( 184 ) $ 5 $ 300 |
Other income (expense) (Tables)
Other income (expense) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Statement [Abstract] | |
Schedule of components of other income and expense | The following table presents the components of other income and expense (in thousands): Year Ended 2021 2020 Sublease income $ 651 $ 60 Coronavirus Job Retention Scheme income — 507 Foreign exchange gains (losses) 589 ( 415 ) $ 1,240 $ 152 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of net (loss)/profit before tax provision from income taxes are as follows (in thousands): Year Ended 2021 2020 United Kingdom $ ( 18,416 ) $ ( 24,490 ) Austria 926 315 United States ( 14,165 ) ( 1,445 ) Total $ ( 31,655 ) $ ( 25,620 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the benefit for income taxes are as follows (in thousands): Year Ended 2021 2020 Federal $ ( 112 ) $ ( 41 ) State ( 52 ) — Foreign ( 33 ) 42 Total current income tax (provision) benefit ( 197 ) 1 Total deferred income tax (benefit) 569 — Total benefit from income taxes $ 372 $ 1 |
Reconciliation of Statutory U.S. Federal Tax Rate with Effective Tax Rate | The following table summarizes a reconciliation of income tax benefit compared with the amounts at the United States statutory income tax rate: Year Ended 2021 2020 Income tax (provision) benefit at statutory rate 21.0 % 21.0 % Reduction of NOL carryforwards related to Sec 382 limitaions ( 36.7 )% — Permanent items ( 4.2 )% ( 9.4 )% Net losses surrendered for U.K. R&D tax credit ( 0.6 )% ( 4.6 )% Change in the UK tax rate 4.7 % — State tax, net of federal benefit ( 9.1 )% — Other ( 3.2 )% 0.1 % Change in valuation allowance 29.3 % ( 7.1 )% Actual income tax expense effective tax rate 1.2 % 0.0 % |
Components of Deferred Tax Assets | Significant components of the Company’s current and deferred tax assets (liabilities) as at December 31, 2021 and 2020, were as follows (in thousands): Year Ended 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 30,684 $ 45,053 Research and development credit carryforwards 608 957 Capitalized R&D expenditures 5,966 5,238 Lease Obligation 728 860 Share based compensation 2,813 1,206 Other 1 18 Total gross deferred tax assets $ 40,800 $ 53,332 Valuation Allowance ( 35,202 ) ( 49,304 ) Net deferred tax assets 5,598 4,028 Deferred tax liabilities: Acquired Intangibles ( 4,549 ) ( 3,763 ) Right of Use Assets ( 893 ) ( 769 ) Capital Allowances ( 163 ) ( 72 ) Net deferred tax liability $ ( 7 ) $ ( 576 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table summarizes the computation of basic and diluted net loss per share of the Company for such years (in thousands, except share and per share data): 2021 2020 Net loss $ ( 31,283 ) $ ( 25,619 ) Weighted average number shares outstanding, basic and diluted 16,647,481 2,643,175 Net loss income per common, basic and diluted $ ( 1.88 ) $ ( 9.69 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | The following table summarizes the Company’s maturities of operating lease liabilities as of December 31, 2021 (in thousands): Year 2022 $ 906 2023 919 2024 393 2025 382 2026 372 Thereafter 657 Total lease payments $ 3,629 |
Summary of Future expected cash receipts from subleases | Future expected cash receipts from subleases as of December 31, 2021 is as follows (in thousands): Year 2022 $ 462 2023 474 2024 486 2025 498 2026 511 Thereafter 970 Total sublease receipts $ 3,401 |
Nature of the business - Additi
Nature of the business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | 1-for-4 | ||
Proceeds from Issuance of Common Stock | $ 78,346 | ||
Stock Issued During Period, Shares, Reverse Stock Splits | 4,449,559 | ||
Cash | $ 78,549 | $ 18,526 | |
Contingent Value Rights Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage Of Net Proceeds | 25.00% | ||
Product Price | $ 1 | ||
Target Payment Amount | $ 18,000 | ||
Pre Closing Financing [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 15,000 | ||
Spring Bank [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Issuance of shares for acquisition, Share | 4,620,618 | ||
Share Exchange Price Per Share | $ 0.1125 | ||
Ownership Percentage by parent | 53.70% | ||
Minority Interest Ownership Percentage | 46.30% | ||
Share Transfer Lock In Period | 180 days | ||
Spring Bank [Member] | Contingent Value Rights Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage Of Net Proceeds | 80.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Useful lives (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements And Right Of Use Assets [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of lease term or useful life |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture And Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Gain loss on foreign currency translation | $ 400,000 | $ 600,000 |
Cash equivalents | $ 0 | $ 0 |
Significant Assets Retirement | there have been no significant asset retirements to date | there have been no significant asset retirements to date |
Impairment of long-lived assets | $ 0 | |
UNITED KINGDOM | ||
Business Acquisition [Line Items] | ||
Research And Development Tax Credit Percentage | 14.50% | |
Research and Development Expense [Member] | ||
Business Acquisition [Line Items] | ||
Research and development incentive | $ 2,200,000 | $ 3,300,000 |
Going Concern - Additional info
Going Concern - Additional information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (78,451) | $ (47,168) |
Cash and cash equivalents | $ 78,549 | $ 18,526 |
Business Combination - Summary
Business Combination - Summary of Purchase Price is Allocated to the Fair Value of Assets and Liabilities Acquired (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 14,926 | $ 14,898 | |
Contingent value rights | $ (440) | $ (1,694) | |
Spring Bank [Member] | |||
Business Acquisition [Line Items] | |||
Number of full common shares | 4,449,559 | ||
Multiplied by fair value per share of common stock | $ 4.84 | ||
Purchase price | $ 21,500 | $ 21,535,866 | |
Cash and cash equivalents | 9,779 | ||
Marketable securities | 5,000 | ||
Prepaid expenses and other assets | 935 | ||
Operating lease right of use asset | 2,784 | ||
In-process research and development | 4,720 | ||
Goodwill | 10,451 | ||
Accounts payable, accrued expenses and other liabilities | (5,453) | ||
Contingent value rights | (2,520) | ||
Liability and equity based warrants | (422) | ||
Deferred tax liability | (576) | ||
Operating lease liability | (3,162) | ||
Fair value of net assets acquired | $ 21,536 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Warrants Outstanding | 42,236 | ||
Net loss | $ (31,283) | $ (25,619) | |
Spring Bank [member] | |||
Business Acquisition [Line Items] | |||
Consideration | $ 21,500 | 21,535,866 | |
Net loss | 1,700 | ||
Contingent Consideration Liability | 2,500 | ||
Business combination acquired in process and research and development assets acquired discount rate used in estimating the fair value | 14.00% | ||
Spring Bank [member] | Selling, General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition costs included in general and administrative expenses | $ 4,200 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,543 | $ 1,972 |
Less: accumulated depreciation | 1,656 | 1,183 |
Property and equipment, net | 887 | 789 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 154 | 15 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,227 | 1,788 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 162 | $ 169 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 562 | $ 1,144 |
Disposal of property, plant and machinery | $ 100 |
Goodwill and In-process Resea_3
Goodwill and In-process Research and Development - Schedule of Goodwill and In Process Research and Development (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Accounting Estimate [Line Items] | ||
Balance | $ 14,926 | $ 4,320 |
Acquired by the Transaction | 10,451 | |
Effect of changes in exchange rate used for translation | (28) | 155 |
Balance | 14,898 | 14,926 |
Balance | 23,554 | 17,201 |
Capitalized | 730 | |
Indefinite lived Intangible Assets Transfer | (4,469) | |
Acquired by merger | 4,720 | |
Effect of changes in exchange rate used for translation | (124) | 903 |
Balance | 18,961 | 23,554 |
Finite-Lived Intangible Assets Transfer | 4,469 | |
Effect of changes in exchange rate used for translation | 4 | |
Finite-Lived Intangible Assets, Gross, Ending Balance | 4,473 | |
Net book value, Goodwil | 14,898 | 14,926 |
Net book value of indefinite-lived Intangible Assets | 14,422 | 18,986 |
Net book value Finite Lived Intangible Assets | 4,343 | |
Amortization | ||
Change in Accounting Estimate [Line Items] | ||
Balance | 4,568 | 4,152 |
Effect of changes in exchange rate used for translation | (29) | 416 |
Balance | 4,539 | $ 4,568 |
Amortization | 130 | |
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance | $ 130 |
Goodwill and In-process Resea_4
Goodwill and In-process Research and Development - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 259 |
2023 | 259 |
2024 | 259 |
2025 | 259 |
2026 | 259 |
Thereafter | 3,048 |
Total | $ 4,343 |
Goodwill and In-process Resea_5
Goodwill and In-process Research and Development - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted average amortization period | 17 years | |
Amortization Of Intangible Assets | $ 100 | $ 0 |
Impairment of intangible assets | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | $ 3,601 | $ 2,557 |
Contingent Value Rights [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | 3,601 | 2,520 |
Warrant Liabilities [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | 37 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | 3,601 | 2,557 |
Level 3 | Contingent Value Rights [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | $ 3,601 | 2,520 |
Level 3 | Warrant Liabilities [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | $ 37 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of change in the Company's Level 3 liabilities, liability based warrants outstanding (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value estimate | $ (1,337) | $ 0 |
Level 3 | Contingent Value Right [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 2,520 | |
Payment to CVR holders | (256) | |
Change in fair value estimate | 1,337 | |
Balance at December 31, 2020 | 3,601 | 2,520 |
Level 3 | Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 37 | |
Change in fair value estimate | (37) | |
Balance at December 31, 2020 | $ 0 | $ 37 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Clinical Trial Costs | $ 2,834 | $ 3,394 |
Severance | 0 | 1,953 |
Compensation and Benefits | 1,819 | 1,361 |
Professional Fees | 1,135 | 1,593 |
Other | 453 | 1,160 |
Total accrued expenses and other current liabilities | $ 6,241 | $ 9,461 |
Term Debt - Additional Informat
Term Debt - Additional Information (Details) $ in Millions | Jun. 22, 2021USD ($) | Apr. 01, 2021USD ($)Loan | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||
Debt issuance costs incurred | $ 0.2 | ||
Issuance of warrants | $ 0.3 | ||
Maturity period | 48 months | ||
Line of Credit Facility, Interest Rate at Period End | 6.25% | ||
Line of Credit Facility, Interest Rate During Period | 3.25% | ||
Line of Credit Facility, Commitment Fee Percentage | 3.25% | ||
Applied interest rate | 13.40% | ||
Line of Credit Facility, Frequency of Payment and Payment Terms | The Company may, at its option upon at least five business days’ written notice to Horizon, prepay all or any portion of the outstanding Term Loan by simultaneously paying to Horizon an amount equal to (i) any accrued and unpaid interest on the outstanding principal balance of the Term Loan so prepaid; plus (ii) an amount equal to (A) if such Term Loan is prepaid on or before the Loan Amortization Date (as defined in the Loan and Security Agreement) applicable to such Term Loan, three percent of the then outstanding principal balance of such Term Loan, (B) if such Term Loan is prepaid after the Loan Amortization Date applicable to such Term Loan, but on or before the date that is 12 months after such Loan Amortization Date, two percent of the then outstanding principal balance of such Term Loan, or (C) if such Term Loan is prepaid more than 12) months after the Loan Amortization Date applicable to such Term Loan, one percent of the then outstanding principal balance of such Term Loan; plus (iii) the outstanding principal balance of such Term Loan; plus (iv) all other sums, if any, that had become due and payable under the Loan and Security Agreement. | ||
Due on April 1 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | $ 5 | ||
Debt Instrument, Fee Amount | 0.2 | ||
Due on June-22-2025 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 5 | ||
Debt Instrument, Fee Amount | $ 0.2 | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Number Of Loans | Loan | 4 | ||
Long-term Line of Credit | $ 2.5 | ||
Proceeds from Lines of Credit | $ 5 | $ 5 |
Term Debt - Summary of Debt (De
Term Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Term debt | $ 10,000 | |
Less: Unamortized deferred issuance costs | (197) | |
Less: Warrant discount and interest | (198) | |
Total debt obligations- long term | 9,605 | 0 |
Term Loan A and B due April 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Term debt | 5,000 | |
Term Loan C and D due June 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Term debt | $ 5,000 |
Term Debt - Summary of Debt (Pa
Term Debt - Summary of Debt (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Term Loan A and B due April 2025 [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturity month year | 2025-04 |
Term Loan C and D due June 2025 [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturity month year | 2025-06 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - Common Stock Warrants [Member] | 12 Months Ended |
Dec. 31, 2021shares | |
Class of Warrant or Right [Line Items] | |
Outstanding, Beginning Balance | 144,384 |
Issued | 42,236 |
Exercises | (71,047) |
Expired | (10,837) |
Outstanding, Ending balance | 104,736 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | Jan. 15, 2021d$ / sharesshares | Sep. 30, 2019$ / sharesshares | Dec. 31, 2021USD ($)shares |
Class of Warrant or Right [Line Items] | |||
Debt Conversion, Warrants issued to purchase of common shares | $ | $ 100,000 | ||
Debt instrument, convertible, threshold trading days | d | 10 | ||
Exercise price | $ / shares | $ 9.47 | ||
Shares Exercised During the period | 42,236 | ||
Warrants outstanding | 42,236 | ||
Common Stock Warrants [Member] | Pontifax [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ / shares | $ 8.32 | ||
Warrants expiration date | Sep. 19, 2025 | ||
Warrants issued to purchase shares of common stock | 62,500 | ||
Warrants outstanding | 62,500 |
Stock Option Plans - Summary of
Stock Option Plans - Summary of Stock Option Valuation (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk free rate, Minimum | 0.42% | 0.17% |
Risk free rate, Maximum | 1.34% | 0.42% |
Expected volatility, Minimum | 97.18% | 82.80% |
Expected volatility, Maximum | 98.96% | 98.30% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (in years) | 6 years 1 month 6 days | 5 years 1 month 6 days |
Stock Option Plans - Summary _2
Stock Option Plans - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Exercised | (42,236) | ||
Two Thousand And Nineteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 533,599 | ||
Number of Shares, Granted | 646,886 | ||
Number of Shares, Exercised | (20,947) | ||
Number of Shares, Forfeited | (61,404) | ||
Number of Shares, Ending balance | 1,098,134 | 533,599 | |
Number of Shares, Exercisable | 331,299 | ||
Weighted average exercise price, Options outstanding, Beginning Balance | $ 3.33 | ||
Weighted average exercise price, Granted | 7.68 | ||
Weighted average exercise price, Exercised | 0.12 | ||
Weighted average exercise price, Forfeited | 5.94 | ||
Weighted average exercise price, Options outstanding, Ending Balance | 5.80 | $ 3.33 | |
Weighted average exercise price, Options exercisable | $ 5.88 | ||
Weighted average contractual term | 8 years 9 months 3 days | 9 years 3 months 18 days | |
Weighted average contractual term, Granted | 10 years | ||
Weighted average contractual term, Exercised | 8 years | ||
Weighted average contractual term, Forfeited and expired | 9 years | ||
Weighted average contractual term ,Exercisable | 8 years 3 months 25 days | ||
Intrinsic Value, Options outstanding | $ 8,494 | ||
Intrinsic Value, Granted | (1,129) | ||
Intrinsic Value, Exercised | 521 | ||
Intrinsic Value, Forfeited and expired | 218 | ||
Intrinsic Value, Options outstanding | 5,808 | $ 8,494 | |
Intrinsic Value, Option exercisable | $ 3,075 |
Stock Option Plans - Summary _3
Stock Option Plans - Summary of RSU Activity (Details) - Performance Based Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested, Number, Beginning Balance | shares | 69,749 |
Nonvested units, Granted | shares | 310,385 |
Nonvested units, Vested | shares | (88,248) |
Nonvested, Number, Ending Balance | shares | 291,886 |
Weighted-Average Grant Date Fair Value Nonvested units, Beginning Balance | $ / shares | $ 11.73 |
Weighted-Average Grant Date Fair Value Granted | $ / shares | 8.57 |
Weighted-Average Grant Date Fair Value Vested | $ / shares | 9.46 |
Weighted-Average Grant Date Fair Value Nonvested units, Ending Balance | $ / shares | $ 9.06 |
Stock Option Plans - Summary _4
Stock Option Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 6,898 | $ 3,489 |
2014 and 2015 Stock Incentive Plans [Member] | Stock Options [Member] | Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,722 | 684 |
2014 and 2015 Stock Incentive Plans [Member] | Stock Options [Member] | General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,176 | $ 2,805 |
Stock Option Plans - Additional
Stock Option Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Arrangement term | 18 months | ||||
Stock-based compensation expense | $ 6,898 | $ 3,489 | |||
Time Based Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2,200 | $ 300 | |||
Maximum [Member] | Time Based Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Minimum [Member] | Time Based Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2019 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued increased | 397,783 | ||||
Vesting period | 4 years | ||||
Arrangement term | 10 years | ||||
Shares available for issuance | 364,005 | 79,242 | 33,778 | ||
Unrecognized stock-based compensation expense | $ 3,300 | $ 5,100 | |||
Weighted-average remaining vesting period | 2 years 7 months 6 days | 3 years 2 months 12 days | |||
2019 Equity Incentive Plan [Member] | Time Based Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 1,100 | $ 600 | |||
Weighted-average remaining vesting period | 2 years 8 months 12 days | 3 years 6 months | |||
2019 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 28.00% | ||||
2019 Equity Incentive Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
2014 and 2015 Stock Incentive Plans [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of authorized shares of common stock to be issued | 2,300,000 | ||||
2015 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of authorized shares of common stock to be issued | 1,666,863 | ||||
Shares available for issuance | 101,583 | ||||
Number of shares common stock reserved for issuance, increase | 800,000 | ||||
Weighted-average fair value of all stock options granted | $ 5.94 | $ 14.45 | |||
Fair value of stock options vested | $ 4,700 | $ 2,000 |
Significant agreements - Summar
Significant agreements - Summary of License and Collaboration Agreements (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total collaboration revenues | $ 21,167 | $ 11,256 |
Ares [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total collaboration revenues | 2,800 | 9,930 |
Denali [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total collaboration revenues | 117 | 1,326 |
US | ||
Disaggregation of Revenue [Line Items] | ||
Total collaboration revenues | 17,500 | |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total collaboration revenues | 250 | |
AstraZeneca [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total collaboration revenues | $ 500 |
Significant agreements - Summ_2
Significant agreements - Summary of Contract Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer Asset And Liability [Line Items] | ||
Balance at beginning of year | $ 300 | $ 442 |
Additions | 0 | 37 |
Recognized | (300) | (184) |
Impact of exchange rates | 0 | 5 |
Balance at end of year | 0 | 300 |
Ares [Member] | ||
Contract With Customer Asset And Liability [Line Items] | ||
Balance at beginning of year | 37 | 33 |
Additions | 0 | 37 |
Recognized | (37) | (33) |
Impact of exchange rates | 0 | |
Balance at end of year | 0 | 37 |
Denali [Member] | ||
Contract With Customer Asset And Liability [Line Items] | ||
Balance at beginning of year | 263 | 409 |
Additions | 0 | 0 |
Recognized | (263) | (151) |
Impact of exchange rates | 0 | (5) |
Balance at end of year | $ 0 | $ 263 |
Significant agreements - Additi
Significant agreements - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 03, 2022 | Oct. 19, 2021 | Jul. 15, 2020 | Mar. 31, 2021 | Aug. 31, 2020 | May 31, 2018 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | ||||||||||
Receivable in respect of license agreeement | $ 17,500 | |||||||||
Revenue from contract with customers revenue recognised under cost method | 21,167 | $ 11,256 | ||||||||
Payment received amount | $ 17,500 | |||||||||
Obligations to grant additional, period | 18 months | |||||||||
Denali Holding Limited [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Milestone payment receivable | $ 49,500 | |||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target One [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Upfront Fee Received | $ 6,000 | $ 5,500 | ||||||||
Transaction price allocated | 7,100 | |||||||||
Increase in the transaction price | $ 8,600 | |||||||||
Performance obligation revenue recognized | 0 | 0 | 1,500 | |||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target One [member] | For Grant Of Intellecutal Property Rights [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 5,000 | |||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target One [member] | For Research And Development Services [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 2,100 | |||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target Two [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 2,100 | |||||||||
Performance obligation revenue recognized | 100 | 1,300 | ||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target Two [member] | For Grant Of Intellecutal Property Rights [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 5,100 | |||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target Two [member] | For Research And Development Services [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 3,000 | |||||||||
Ares Trading [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Option Payment Received | $ 2,700 | |||||||||
Ares Trading [member] | Subsequent Event [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Option Payment Received | $ 2,600 | |||||||||
Ares Trading [member] | License And Collaboration Agreement [member] | Delta [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Option Payment Received | $ 8,500 | 11,100 | ||||||||
Ares Trading [member] | License And Collaboration Agreement [member] | Sales Based Milestone [member] | Delta [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Milestone payment receivable | 292,300 | |||||||||
Ares Trading [member] | License And Collaboration Agreement [member] | Development And Regulatory Milestone [member] | Delta [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Milestone payment receivable | 473,900 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement [member] | Delta [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 15,400 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement [member] | Phase Two Clinical Trial [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contract with customers revenue recognised under cost method | 2,700 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement [member] | Phase One Clinical Trial [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contract with customers revenue recognised under cost method | 9,900 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement [member] | Phase One Clinical Trial [member] | For Research And Development Services [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contract with customers revenue recognised under cost method | 1,400 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement [member] | Phase One Clinical Trial [member] | Exercise Fee [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contract with customers revenue recognised under cost method | $ 8,500 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | Delta [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 22,400 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | Development And Regulatory Milestone [member] | Delta [member] | Subsequent Event [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Option fee receivable | $ 2,600 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | For Research And Development Services [member] | Delta [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | 1,500 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | Exercise Fee [Member] | Delta [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Transaction price allocated | $ 8,500 | |||||||||
Astrazeneca [member] | License agreement [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Upfront Fee Received | $ 500 | |||||||||
Transaction price allocated | 500 | |||||||||
Performance obligation revenue recognized | $ 500 | |||||||||
Percentage Of Net Proceeds | 80.00% | |||||||||
Astrazeneca [member] | License agreement [member] | Development Milestone [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Milestone payment receivable | 11,500 | |||||||||
Astrazeneca [member] | License agreement [member] | Sales Based Milestone [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Milestone payment receivable | 221,300 | |||||||||
Astrazeneca [member] | License agreement [member] | Development And Regulatory Milestone [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Milestone payment receivable | $ 85,000 | |||||||||
F Star Gamma [member] | Amended And Restated License And Collaboration Agreement One [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Upfront Fee Received | $ 17,500 | |||||||||
Maximum [member] | F Star Gamma [member] | Amended And Restated License And Collaboration Agreement One [member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Milestone payment receivable | $ 1,350,000 |
Other income (expense) - Schedu
Other income (expense) - Schedule of components of components of other income and expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues [Abstract] | ||
Sublease income | $ 651 | $ 60 |
Coronavirus Job Retention Scheme income | 0 | 507 |
Foreign exchange gains (losses) | 589 | (415) |
Total other income and expense, net | $ 1,240 | $ 152 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax Domestic and Foreign (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Income Before Income Tax [Line Items] | ||
Net (loss)/profit before income taxes | $ (31,655) | $ (25,620) |
United Kingdom | ||
Schedule Of Income Before Income Tax [Line Items] | ||
Net (loss)/profit before income taxes | (18,416) | (24,490) |
Austria | ||
Schedule Of Income Before Income Tax [Line Items] | ||
Net (loss)/profit before income taxes | 926 | 315 |
Denali [Member] | ||
Schedule Of Income Before Income Tax [Line Items] | ||
Net (loss)/profit before income taxes | $ (14,165) | $ (1,445) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense Benefit (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Federal | $ (112,000) | $ (41,000) |
State | (52,000) | 0 |
Foreign | (33,000) | 42,000 |
Total current income tax (provision) benefit | (197,000) | 1,000 |
Total deferred income tax (benefit) | 569,000 | 0 |
Total benefit from income taxes | $ 372,000 | $ 1,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of The Statutory Federal Tax Rate to The Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income tax (provision) benefit at statutory rate | 21.00% | 21.00% |
Reduction of NOL carryforwards related to Sec 382 limitaions | (36.70%) | 0.00% |
Permanent items | (4.20%) | (9.40%) |
Net losses surrendered for U.K. R&D tax credit | (0.60%) | (4.60%) |
Change in the UK tax rate | 4.70% | |
State tax, net of federal benefit | (9.10%) | |
Other | (3.20%) | 0.10% |
Change in valuation allowance | 29.30% | (7.10%) |
Effective Income Tax Rate Reconciliation, Percent, Total | 1.20% | 0.00% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of the Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforwards | $ 30,684 | $ 45,053 |
Research and development credit carryforwards | 608 | 957 |
Capitalized Expenditures | 5,966 | 5,238 |
Lease Obligation | 728 | 860 |
Share based compensation | 2,813 | 1,206 |
Other | 1 | 18 |
Total gross deferred tax assets | 40,800 | 53,332 |
Valuation Allowance | (35,202) | (49,304) |
Net deferred tax assets | 5,598 | 4,028 |
Deferred tax liabilities: | ||
Acquired Intangibles | (4,549) | (3,763) |
Right of Use Assets | (893) | (769) |
Capital Allowances | (163) | (72) |
Net deferred tax liability | $ (7) | $ (576) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) £ in Millions | May 24, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Dec. 31, 2020USD ($) |
Income Taxes [Line Items] | ||||
Income tax (expense) benefit | $ (372,000) | $ (1,000) | ||
Minimum amount of loss incurred eligible for carryforward | £ | £ 5 | |||
Losses as a percentage of incremental taxable profits that can be carried forward | 50.00% | 50.00% | ||
Unrecognized tax benefits | $ 0 | 0 | ||
Accrued interest and penalties on unrecognized tax benefits | 0 | |||
Deferred tax assets valuation allowance | $ 35,200,000 | $ 49,300,000 | ||
Corporate Tax | 25.00% | (21.00%) | (21.00%) | |
Deferred tax assets increase decrease in valuation allowance | $ 14,000,000 | |||
Net operating loss carryforwards | 56,000,000 | |||
Domestic Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 34,900,000 | |||
Foreign Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 81,300,000 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 79,800,000 | |||
Tax Year 2032 | Domestic Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Research and development tax credit carryforwards | 300,000 | |||
Tax Year 2032 | State [Member] | ||||
Income Taxes [Line Items] | ||||
Research and development tax credit carryforwards | $ 400,000 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss | $ (31,283) | $ (25,619) |
Weighted average number shares outstanding, basic and diluted | 16,647,481 | 2,643,175 |
Net loss income per common, basic and diluted | $ (1.88) | $ (9.69) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 603,348 | 709,591 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 906 |
2023 | 919 |
2024 | 393 |
2025 | 382 |
2026 | 372 |
Thereafter | 657 |
Total lease payments | $ 3,629 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Expected Cash Receipts From Subleases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 462 |
2023 | 474 |
2024 | 486 |
2025 | 498 |
2026 | 511 |
Thereafter | 970 |
Total sublease receipts | $ 3,401 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sublease term | 6 years 9 months 18 days | |
Operating leases, weighted average discount rate | 5.00% | 5.00% |
Operating lease costs | $ 1,100 | $ 300 |
Contractual Obligation | 4,100 | 4,700 |
Sublease income | 500 | |
Operating sublease income | $ 651 | $ 60 |
Principal Office And Laboratory Space [Member] | ||
Operating leases, weighted average remaining lease term | 6 years 9 months 18 days | |
Operating leases, option to extend lease | an option to extend the lease for up to 5 years. | |
Operating sublease income | $ 600 |
Employee Plans - Additional Inf
Employee Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Disclosure [Abstract] | ||
Employer Discretionary Contribution Amount | $ 0.6 | $ 0.6 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Avacta Life Sciences Limited [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Purchases from Related Party | $ 0 | $ 0.2 |
Outstanding Amount | $ 0 | $ 0.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 03, 2022 | Dec. 31, 2010 | |
Subsequent Event [Line Items] | |||||
Common Stock, Shares, Issued | 20,874,590 | 9,100,117 | |||
Gross proceeds from issuance of common stock | $ 10,165 | ||||
Net proceeds from issuance of common stock | $ 78,346 | ||||
Subsequent Event [Member] | Evergreen provision [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued | 834,984 | ||||
Number of shares issued increased | 914,226 | ||||
Subsequent Event [Member] | Amended And Restated License And Collaboration Agreement One [Member] | Development And Regulatory Milestone [Member] | Delta [Member] | Ares Trading [Member] | |||||
Subsequent Event [Line Items] | |||||
Option fee receivable | $ 2,600 | ||||
Subsequent Event [Member] | ATM program [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock issued, sales commissions and offering expenses | $ 20 | ||||
Common Stock, Shares, Issued | 116,613 | ||||
Gross proceeds from issuance of common stock | $ 600 | ||||
Net proceeds from issuance of common stock | $ 580 |