Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2022 | Feb. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
No Trading Symbol Flag | true | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Registrant Name | QUOTIENT LIMITED | |
Entity Central Index Key | 0001596946 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 4,035,013 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36415 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Address, Address Line One | Business Park Terre Bonne | |
Entity Address, Address Line Two | Route de Crassier 13 | |
Entity Address, City or Town | Eysins | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 1262 | |
City Area Code | 011-41 | |
Local Phone Number | 22-716-9800 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 11,934 | $ 65,059 |
Short-term investments | 0 | 2,626 |
Trade accounts receivable, net | 6,647 | 6,272 |
Inventories | 14,327 | 22,036 |
Prepaid expenses and other current assets | 7,587 | 5,761 |
Total current assets | 40,495 | 101,754 |
Restricted cash | 869 | 8,744 |
Long-term investments | 15,580 | 15,467 |
Property and equipment, net | 29,440 | 33,242 |
Operating lease right-of-use assets | 28,014 | 29,411 |
Intangible assets, net | 435 | 520 |
Deferred income taxes | 141 | 123 |
Other non-current assets | 4,352 | 4,728 |
Total assets | 119,326 | 193,989 |
Current liabilities: | ||
Accounts payable | 2,813 | 4,524 |
Accrued compensation and benefits | 9,414 | 8,503 |
Accrued expenses and other current liabilities | 13,017 | 15,729 |
Current portion of operating lease liability | 4,046 | 3,535 |
Current portion of finance lease obligation | 341 | 537 |
Total current liabilities | 29,631 | 32,828 |
Long-term debt, less current portion | 240,288 | 233,313 |
Derivative liabilities | 41 | 13,515 |
Operating lease liability, less current portion | 27,583 | 28,753 |
Finance lease obligation, less current portion | 136 | 388 |
Deferred income taxes | 1,849 | 1,988 |
Defined benefit pension plan obligation | 5,370 | 4,777 |
7% Cumulative redeemable preference shares | 23,313 | 22,525 |
Total liabilities | 328,211 | 338,087 |
Commitments and contingencies | ||
Shareholders' equity (deficit): | ||
Ordinary shares (nil par value) 4,035,013 and 2,565,284 issued and outstanding at December 31, 2022 and March 31, 2022 respectively | 558,639 | 540,736 |
Additional paid in capital | 48,992 | 46,399 |
Accumulated other comprehensive loss | 6,644 | (6,191) |
Accumulated deficit | (823,160) | (725,042) |
Total shareholders' equity (deficit) | (208,885) | (144,098) |
Total liabilities and shareholders' equity (deficit) | $ 119,326 | $ 193,989 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Preference share dividend percentage | 7% | 7% |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares issued | 4,035,013 | 2,565,284 |
Common stock, shares outstanding | 4,035,013 | 2,565,284 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||||
Total revenue | $ 9,954 | $ 10,172 | $ 27,624 | $ 28,728 |
Cost of revenue | (3,904) | (7,928) | (31,141) | (17,579) |
Gross margin | 6,050 | 2,244 | (3,517) | 11,149 |
Operating expenses: | ||||
Sales and marketing | (3,298) | (2,878) | (10,117) | (8,011) |
Research and development, net of government grants | (15,909) | (13,260) | (44,316) | (42,545) |
General and administrative expense: | ||||
Compensation expense in respect of share options and management equity incentives | (924) | (2,319) | (2,593) | (5,546) |
Other general and administrative expenses | (11,470) | (15,038) | (28,534) | (32,009) |
Total general and administrative expense | (12,394) | (17,357) | (31,127) | (37,555) |
Total operating expense | (31,602) | (33,495) | (85,560) | (88,111) |
Operating loss | (25,551) | (31,251) | (89,077) | (76,962) |
Other (expense) income: | ||||
Interest expense, net | (8,233) | (9,559) | (9,421) | (21,914) |
Other, net | 20,591 | (3,507) | 1,011 | 677 |
Other income (expense), net | 12,358 | (13,066) | (8,410) | (21,237) |
Loss before income taxes | (13,193) | (44,317) | (97,487) | (98,199) |
Provision for income taxes | (131) | (504) | (631) | (1,019) |
Net loss | (13,324) | (44,821) | (98,118) | (99,218) |
Other comprehensive income (loss): | ||||
Change in fair value of foreign currency cash flow hedges | 0 | (37) | 0 | (380) |
Change in unrealized gain on short-term investments | (50) | 0 | (24) | (193) |
Foreign currency (loss) gain | (14,359) | 788 | 12,817 | 2,798 |
Provision for pension benefit obligation | 14 | 15 | 42 | 44 |
Other comprehensive income (loss), net | (14,395) | 766 | 12,835 | 2,269 |
Comprehensive loss | (27,719) | (44,055) | (85,283) | (96,949) |
Net loss available to ordinary shareholders - basic | (13,324) | (44,821) | (98,118) | (99,218) |
Net loss available to ordinary shareholders - diluted | $ (13,324) | $ (44,821) | $ (98,118) | $ (99,218) |
Loss per share - basic | $ (3.13) | $ (17.55) | $ (26.45) | $ (39.03) |
Loss per share - diluted | $ (3.13) | $ (17.55) | $ (26.45) | $ (39.03) |
Weighted-average shares outstanding - basic | 4,250,698 | 2,553,179 | 3,709,021 | 2,542,394 |
Weighted-average shares outstanding - diluted | 4,250,698 | 2,553,179 | 3,709,021 | 2,542,394 |
Product Sales [Member] | ||||
Revenue: | ||||
Total revenue | $ 9,954 | $ 10,172 | $ 27,624 | $ 28,497 |
Other Revenues [Member] | ||||
Revenue: | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 231 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Additional paid in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Mar. 31, 2021 | $ (35,581) | $ 540,813 | $ 38,116 | $ (14,598) | $ (599,912) |
Beginning balance, Shares at Mar. 31, 2021 | 2,531,610 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSUs | (81) | $ (81) | |||
Issue of shares upon exercise of incentive share options and vesting of RSUs, Shares | 9,447 | ||||
Issues of shares associated with Senior Secured Note modification | 2,263 | 2,263 | |||
Issues of shares associated with Senior Secured Note modification, Shares | 21,711 | ||||
Net loss | (99,218) | (99,218) | |||
Change in fair value of effective portion of foreign currency cash flow hedges | (380) | (380) | |||
Change in unrealized gain in/on short-term investments | (193) | (193) | |||
Foreign currency cumulative translation adjustment | 2,798 | 2,798 | |||
Provision for pension benefit obligation | 44 | 44 | |||
Other comprehensive loss | 2,269 | 2,269 | |||
Stock-based compensation | 4,738 | 4,738 | |||
Ending balance at Dec. 31, 2021 | (125,610) | $ 540,732 | 45,117 | (12,329) | (699,130) |
Ending balance, Shares at Dec. 31, 2021 | 2,562,768 | ||||
Beginning balance at Sep. 30, 2021 | (85,328) | $ 540,733 | 41,343 | (13,095) | (654,309) |
Beginning balance, Shares at Sep. 30, 2021 | 2,539,790 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSUs | (1) | $ (1) | |||
Issue of shares upon exercise of incentive share options and vesting of RSUs, Shares | 1,267 | ||||
Issue of Consent Shares associated with Senior Secured Note modification | 2,263 | 2,263 | |||
Issue of Consent Shares associated with Senior Secured Note modification, Shares | 21,711 | ||||
Net loss | (44,821) | (44,821) | |||
Change in fair value of effective portion of foreign currency cash flow hedges | (37) | (37) | |||
Change in unrealized gain in/on short-term investments | 0 | ||||
Foreign currency cumulative translation adjustment | 788 | 788 | |||
Provision for pension benefit obligation | 15 | 15 | |||
Other comprehensive loss | 766 | 766 | |||
Stock-based compensation | 1,511 | 1,511 | |||
Ending balance at Dec. 31, 2021 | (125,610) | $ 540,732 | 45,117 | (12,329) | (699,130) |
Ending balance, Shares at Dec. 31, 2021 | 2,562,768 | ||||
Beginning balance at Mar. 31, 2022 | $ (144,098) | $ 540,736 | 46,399 | (6,191) | (725,042) |
Beginning balance, Shares at Mar. 31, 2022 | 2,565,284 | 2,565,284 | |||
Issue of shares upon exercise of pre-funded warrants | 630,273 | ||||
Stock issued during period value new issues | $ 17,903 | $ 17,903 | |||
Issue of shares and pre-funded warrants, net of issue costs, Shares | 811,458 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSUs, Shares | 27,998 | ||||
Net loss | (98,118) | (98,118) | |||
Change in fair value of effective portion of foreign currency cash flow hedges | 0 | ||||
Change in unrealized gain in/on short-term investments | (24) | (24) | |||
Foreign currency cumulative translation adjustment | 12,817 | 12,817 | |||
Provision for pension benefit obligation | 42 | 42 | |||
Other comprehensive loss | 12,835 | 12,835 | |||
Stock-based compensation | 2,593 | 2,593 | |||
Ending balance at Dec. 31, 2022 | $ (208,885) | $ 558,639 | 48,992 | 6,644 | (823,160) |
Ending balance, Shares at Dec. 31, 2022 | 4,035,013 | 4,035,013 | |||
Beginning balance at Sep. 30, 2022 | $ (182,090) | $ 558,639 | 48,068 | 21,039 | (809,836) |
Beginning balance, Shares at Sep. 30, 2022 | 3,396,118 | ||||
Issue of shares upon exercise of pre-funded warrants | 630,273 | ||||
Issue of shares upon exercise of incentive share options and vesting of RSUs, Shares | 8,622 | ||||
Net loss | (13,324) | (13,324) | |||
Change in fair value of effective portion of foreign currency cash flow hedges | 0 | ||||
Change in unrealized gain in/on short-term investments | (50) | (50) | |||
Foreign currency cumulative translation adjustment | (14,359) | (14,359) | |||
Provision for pension benefit obligation | 14 | 14 | |||
Other comprehensive loss | (14,395) | (14,395) | |||
Stock-based compensation | 924 | 924 | |||
Ending balance at Dec. 31, 2022 | $ (208,885) | $ 558,639 | $ 48,992 | $ 6,644 | $ (823,160) |
Ending balance, Shares at Dec. 31, 2022 | 4,035,013 | 4,035,013 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issue of shares and pre-funded warrants, issue costs | $ 2,097 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (98,118) | $ (99,218) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and loss on disposal of fixed assets | 4,285 | 5,696 |
Share-based compensation | 2,593 | 4,738 |
Increase in deferred lease rentals | 922 | 505 |
Swiss pension obligation | 624 | 493 |
Amortization of debt discount, royalty, and unrealized foreign currency loss (gains) on debt | 12,990 | 6,377 |
Impairment Of Investments | 1,201 | 0 |
Change in fair value of derivative liabilities | (15,647) | (3,926) |
Accrued preference share dividends | 788 | 788 |
Provision for income taxes | 632 | 1,109 |
Net change in assets and liabilities: | ||
Trade accounts receivable, net | (744) | (879) |
Inventories | 6,544 | (468) |
Accounts payable and accrued liabilities | 2,280 | (3,805) |
Accrued compensation and benefits | 1,401 | (5,239) |
Other assets and liabilities | (8,997) | (2,344) |
Net cash used in operating activities | (89,246) | (96,173) |
INVESTING ACTIVITIES: | ||
Increase in short-term investments | 0 | (4,500) |
Realization of short-term investments | 2,612 | 51,425 |
Purchase of property and equipment | (1,666) | (2,282) |
Net cash from investing activities | 946 | 44,643 |
FINANCING ACTIVITIES: | ||
Repayment of finance leases | (450) | (528) |
Proceeds from issuance of long-term debt | 10,000 | 104,222 |
Debt issuance costs | 0 | (3,732) |
Repayment of long-term debt | 0 | (12,083) |
Proceeds from (cost of) issuance of ordinary shares and warrants | 17,903 | (81) |
Net cash provided by financing activities | 27,453 | 87,798 |
Effect of exchange rate fluctuations on cash and cash equivalents | (153) | 2,404 |
Change in cash and cash equivalents | (61,000) | 38,672 |
Beginning cash and cash equivalents | 73,803 | 54,697 |
Total cash, cash equivalents and restricted cash | 12,803 | 93,369 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 11,934 | 85,060 |
Restricted cash | 869 | 8,309 |
Total cash, cash equivalents and restricted cash | $ 12,803 | $ 93,369 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business The principal activity of Quotient Limited (the "Company") and its subsidiaries (the "Group") is the development, manufacture and sale of products for the global transfusion and clinical diagnostics market. Products manufactured by the Group are sold to hospitals, blood banking operations and other diagnostics companies worldwide. Through our subsidiary Alba Bioscience Limited ("Alba"), we manufacture, distribute and sell conventional reagent products used primarily to identify blood group antigens and antibodies in donor and patient blood and to perform daily quality assurance testing for third-party blood grouping instrument platforms. For several years we have invested heavily in an innovative blood testing technology that we call MosaiQ. Since our initial public offering, our focus has been on developing our proprietary MosaiQ technology for use in blood grouping and donor disease screening, which is commonly referred to as transfusion diagnostics. More recently, we have explored MosaiQ's potential for use beyond transfusion diagnostics in the larger clinical diagnostics market. Specifically, as discussed in our periodic reports filed with the SEC, we recently shifted our focus to potential applications for MosaiQ in the autoimmune and allergy clinical diagnostics markets. Our Alba business is profitable. To date, our MosaiQ business has incurred substantial losses and we expect it will continue to incur losses unless and until it successfully commercializes one or more products. Updates on Liquidity, Financial Condition and Company Strategy On December 5, 2022 the Company entered into an agreement (together with all exhibits, annexes and schedules thereto, the “Transaction Support Agreement”), with (i) holders of all of its outstanding senior secured notes (the "Senior Secured Notes") issued under that certain Indenture, dated as of October 14, 2016 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Senior Secured Notes Indenture"), by and among the Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, and (ii) holders of more than 99 % of its convertible notes (the "Convertible Notes") issued under that certain Indenture, dated as of May 26, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Convertible Notes Indenture" and together with the Senior Secured Notes Indenture, the "Indentures"), by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee (such holders of the Senior Secured Notes and Convertible Notes, collectively, the "Consenting Noteholders"), whereby the Consenting Noteholders have agreed to support a restructuring of the Company’s balance sheet, which is intended to be effectuated pursuant to a set of transactions to be commenced by the Company (collectively, the "Transactions"). In connection with the Transactions, all of the Company’s outstanding equity securities (including its ordinary shares, preferred shares, options and warrants) are expected to be extinguished and cancelled for either nominal or no consideration (in accordance with Jersey law). As a result of this, on December 12, 2022, the Company notified the Nasdaq Stock Market LLC of its intention to voluntarily withdraw its ordinary shares from listing on the Nasdaq Global Market. In order to implement the delisting, the Company filed a Form 25 with the Securities and Exchange Commission on December 22, 2022. The delisting of the Company’s ordinary shares took effect no earlier than ten days after the date of that Form 25 filing. As a result of this voluntary delisting, the last full trading day of its ordinary shares on the Nasdaq Global Market was December 30, 2022. The Company does not intend to apply to list its ordinary shares on any other stock exchange or for quotation of its ordinary shares in any quotation medium. The Transactions are intended to reduce the Company’s debt obligations and inject liquidity into the Company’s business as necessary to effectuate its strategy shift. Under the Transaction Support Agreement, the Company and the Consenting Noteholders have agreed to act in good faith to consummate the Transactions and have undertaken other customary commitments to one another. The Consenting Noteholders have also agreed to forbear from exercising, for so long as the Transaction Support Agreement is in full force and effect, any and all rights and remedies in contravention of the Transaction Support Agreement, which are or becomes available to them in respect of the Senior Secured Notes, the Convertible Notes or any other claims or interests in connection therewith. The Transaction Support Agreement contains certain deadlines relating to the Transactions, which include deadlines (collectively, the "Milestones") related to implementing the Transactions either through (i) the filing of a petition for relief under chapter 11 of the U.S. Bankruptcy Code in order to effect a plan of reorganization (the "Plan") that implements a fully consensual restructuring (the "Consensual Transaction") or (ii) parallel creditor schemes of arrangements in England and Jersey (the "Fallback Scheme"), in each case as described in, and contemplated under, the Implementation Steps Memorandum attached to the Transaction Support Agreement as Exhibit B (the "Implementation Steps Memo"), as well as an outside date of May 1, 2023 for the consummation of a Consensual Transaction or Fallback Scheme (such date, the "Outside Date"). The Transaction Support Agreement provides that Requisite Consenting Noteholders (as defined below) can direct the Company to implement the Transactions via alternative implementation steps, subject to the Fiduciary Out (as defined below). If the board of directors of the Company reasonably determines, after considering the advice of outside counsel, that taking certain actions, or refraining to take certain actions, is reasonably required for such board of directors to comply with its fiduciary duties (including if such actions would require expenditures in excess of the Company’s available liquidity), the Transaction Support Agreement provides that such board of directors may elect not to take, or refrain to take, such actions (such election, the “Fiduciary Out”). The Company may terminate the Transaction Support Agreement upon, among other circumstances, uncured material breaches of the Transaction Support Agreement by a Consenting Noteholder or a determination by the board of directors of the Company that termination is required pursuant to the Fiduciary Out. The Consenting Noteholders have termination rights that may, as a general matter, be exercised by (i) holders of the Senior Secured Notes holding at least a majority of the outstanding Senior Secured Notes and (ii) holders of the Convertible Notes holding at least a majority of the outstanding Convertible Notes, and, in the case of both subsection (i) and (ii), each of the Specified Noteholders (each as defined in the Transaction Support Agreement) (the holders in (i) and (ii) together, “Requisite Consenting Noteholders”), which termination rights include, among other circumstances, exercise of the Fiduciary Out by the Company, material breaches of the Transaction Support Agreement by the Company and the failure of the Company to meet any Milestone. Under the terms of the Transaction Support Agreement: • The holders of the Senior Secured Notes have agreed to fund their commitment portion of $ 10 million of indebtedness (the "Bridge Notes") to the Company by no later than December 13, 2022. • Each noteholder under the Senior Secured Notes Indenture has agreed to exchange (i) such notes held by it (other than the Bridge Notes) for newly issued senior secured debt at a discount, and (ii) its Bridge Notes for newly issued senior secured debt at face value. • Certain holders of Senior Secured Notes have also agreed to purchase an aggregate of $ 13 million in new common equity at a 35 % discount to a total equity value of $ 50 million (the "Agreed Equity Value"). In addition, each such Senior Secured Noteholder will receive its applicable share of an aggregate of $ 20 million in new common equity at the Agreed Equity Value. • The Consenting Holders who own Convertible Notes have agreed that their Convertible Notes shall be extinguished for no value, other than for the purchase right set forth immediately below. • Such holders of Convertible Notes have agreed to purchase an aggregate of $ 28 million in new common equity at a 35 % discount to the Agreed Equity Value. In addition, each such Convertible Noteholder will receive its applicable share of an aggregate of $ 30 million in new common equity at the Agreed Equity Value. • The newly issued senior secured debt will be secured by a first lien on substantially the same collateral and assets as were subject to liens under the Senior Secured Notes Indenture. It will (i) mature 5 years (or, with the consent of holders of the Senior Secured Notes holding at least a majority of the outstanding Senior Secured Notes and each of the Specified Noteholders, 7 years) from the closing date and (ii) bear interest at a rate of 12 % payable in kind for the first three years (or, with certain consent, two years) following the closing date, and thereafter payable in cash. The new senior secured debt will also provide for a mandatory repurchase with 100 % of the net proceeds from certain sales, include covenants and events of default substantially similar to those existing under the Senior Secured Notes Indenture, and be redeemable at a price of 103 % of the principal amount thereof, plus accrued and unpaid interest, for the first 2 years after issuance, and at par (plus accrued and unpaid interest) thereafter. • All existing equity of the Company will be extinguished and cancelled for no consideration. On January 9, 2023, the Company entered into an amended and restated transaction support agreement (together with all exhibits, annexes and schedules thereto, the "A&R TSA") with holders of all of its (i) outstanding Senior Secured Notes, by and among the Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, and (ii) Convertible Notes issued under the Convertible Notes Indenture and together with the Senior Secured Notes Indenture, the "Indentures"), by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee (such holders of the Senior Secured Notes and Convertible Notes, collectively, the "Consenting Noteholders"). The A&R TSA amends and restates in its entirety the transaction support agreement (the "Original TSA") entered into by the parties on December 5, 2022 and previously disclosed in the Company’s Current Report on Form 8-K filed on December 7, 2022. The A&R TSA updates and modifies certain steps effectuating the transactions pursuant to which the Company will undergo a comprehensive restructuring of its balance sheet (collectively, the "Transactions"), removes references to the potential creditor schemes of arrangement in England, enhances the diligence available for the benefit of the Consenting Noteholders, provides for automatic termination (rather than termination only after receipt of written notice) upon certain events, and reduces the threshold of approval necessary to extend certain milestones set forth in the A&R TSA. The A&R TSA is otherwise substantially the same as the Original TSA. On January 9, 2023, Quotient Holdings Newco, LP ("Newco"), Quotient Holdings Finance Company Limited ("Finance Co"), Quotient Holdings Merger Company Limited ("Merger Co") and the Company entered into an omnibus transaction agreement (together with all exhibits, annexes and schedules thereto, the "Omnibus Transaction Agreement") with holders of all of its Convertible Notes issued under the Convertible Notes Indenture (the "Convertible Noteholders"). Pursuant to the Omnibus Transaction Agreement, the Convertible Noteholders agree to the deemed issuance of paid-in-kind notes on account of the November 2022 interest payment due in respect of the Convertible Notes, the deemed transfer of an equal amount of the Convertible Notes (the "Convertible Notes Transferred Principal") to Newco in exchange for Newco granting certain equity purchase rights to each of the Convertible Noteholders, the deemed transfer of the Convertible Notes Transferred Principal by Newco to Finance Co in exchange for the issuance of 99,999 ordinary shares of Finance Co to Newco, the deemed transfer of half of the Convertible Notes Transferred Principal by Finance Co to Merger Co in exchange for the issuance of 99,999 ordinary shares of Merger Co to Finance Co, and the deemed transfer of all of the Convertible Notes Transferred Principal from Finance Co and Merger Co to the Company in exchange for the issuance of 800,000 preference shares of the Company to Finance Co and 800,000 preference shares of the Company to Merger Co. After the transfer of the Convertible Notes Transferred Principal to the Company, the Convertible Notes Transferred Principal will be cancelled and extinguished. On January 10, 2023, Quotient filed a voluntary petition for relief under chapter 11 of title 11 (the "Chapter 11 Case") of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Company will continue to operate its business as a "debtor in possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company has filed a series of first day motions with the Bankruptcy Court that seek authorization to continue to conduct its business without interruption. These motions are designed primarily to minimize the effect of bankruptcy on the Company’s operations. None of Quotient’s subsidiaries intend to file voluntary petitions for relief under the Bankruptcy Code, and each of those subsidiaries expects to continue to operate its respective business in the ordinary course unaffected by the Chapter 11 Case. The bankruptcy filing was contemplated under the A&R TSA (referenced below and signed during the three months ended December 31, 2022) as part of a comprehensive restructuring to de-lever the Company’s consolidated balance sheet by reducing debt by approximately $ 140 million and provide new cash for ongoing operations. Going Concern Our ability to continue as a going concern is contingent upon the Company’s ability to successfully implement a plan of reorganization in the Chapter 11 Case and to implement the steps outlined in the A&R TSA. Furthermore, even if our debts are discharged through such plan, we will need to raise additional funds through debt or equity financing or through the sales of rights or other assets to fund the Company’s operations and its capital needs. As a result, there is substantial doubt that we will be able to continue as a going concern. See "Updates on Liquidity, Financial Condition and Company Strategy" above for additional details. Basis of Presentation The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and are unaudited. In accordance with those rules and regulations, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. In November 2022, Quotient implemented a reverse stock split of its shares of common stock in a ratio of 1-for-40. The number of shares, loss per share amounts, repurchase price per share amounts, and Common stock and Additional paid-in capital balances have been retroactively adjusted for all periods presented in this Quarterly Report on Form 10-Q to give effect to the reverse stock split as if it occurred at the beginning of the first period presented. See Note 6 – Ordinary and Preference Shares for additional information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The March 31, 2022 balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements should be read in conjunction with the audited consolidated financial statements at and for the year ended March 31, 2022 included in the Company’s Annual Report on Form 10-K for the year then ended. The results of operations for the three and nine month period ended December 31, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending March 31, 2023 and any future period. The Company has incurred net losses and negative cash flows from operations in each year since it commenced operations in 2007 and had an accumulated deficit of $ 823.2 million as of December 31, 2022. At December 31, 2022, the Company had available cash, cash equivalents, and investments of $ 27.5 million. Our investments include approximately $ 15.6 million of cash invested in a fund that has suspended redemptions. As discussed above, under "Updates on Liquidity, Financial Condition and Company Strategy," there is substantial doubt about our ability to continue as a going concern. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to further update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Restricted Cash Restricted cash comprised $ 0 at December 31, 2022 and $ 8.0 million at March 31, 2022, held in a cash reserve account pursuant to the indenture governing the Company’s Senior Secured Notes and $ 0.8 and $ 0.7 million held at December 31, 2022 and March 31, 2022, respectively, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. Concentration of Credit Risks and Other Uncertainties The Company evaluated the investments in the CSAM managed funds for impairment, in accordance with ASC 321-10-35, Investments – Equity Securities , and determined that its investment in one of the funds was impaired. We recorded $ 0.0 million and $ 1.2 million in impairment expenses in the three and nine month periods ended December 31, 2022 related to litigation and administrative costs expected to be incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operation held all of the Company’s cash and cash equivalents as of December 31, 2022 and March 31, 2022. Revenue Recognition In the three and nine month period ended December 31, 2022, revenue recognized from performance obligations related to prior periods was not material. Other than those described in Note 1 to the audited annual Consolidated Financial statements for the year ended March 31, 2022, there were no other material revenues to be recognized in future periods related to remaining performance obligations at December 31, 2022. The Company’s other significant accounting policies are described in Note 1 to the audited annual Consolidated Financial Statements for the year ended March 31, 2022 included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. There have been no significant changes to these policies that have had a material impact on the Company's condensed consolidated financial statements and related notes . Recently Issued Pronouncements There are no recently issued accounting standards that are expected to have a material impact on our condensed consolidated financial statements . |
Debt
Debt | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 3. Debt Total debt comprises: December 31, March 31, Senior Secured Notes $ 146,904 $ 132,917 Debt discount, net of amortization ( 12,955 ) ( 13,854 ) Deferred debt costs, net of amortization ( 2,126 ) ( 2,678 ) Carrying value Senior Secured Notes 131,823 116,385 Royalty liability 24,938 40,076 Convertible Notes 107,494 105,000 Debt discount, net of amortization ( 21,303 ) ( 24,968 ) Deferred debt costs, net of amortization ( 2,664 ) ( 3,180 ) Carrying value Convertible Notes 83,527 76,852 Total Debt $ 240,288 $ 233,313 The Company’s debt at December 31, 2022 and March 31, 2022 comprises the Senior Secured Notes, the royalty liability, and the Convertible Notes. Senior Secured Notes On October 14, 2016 , the Company completed the private placement of up to $ 120 million aggregate principal amount of the Senior Secured Notes and entered into an indenture governing the Senior Secured Notes with the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent. The Company issued $ 84 million aggregate principal amount of the Senior Secured Notes on October 14, 2016 and an additional $ 36 million aggregate principal amount of the Senior Secured Notes on June 29, 2018. On December 18, 2018, the Company also completed certain amendments to the indenture governing the Senior Secured Notes. The amendments included an increase to the aggregate principal amount of Senior Secured Notes that can be issued under the indenture from $ 120 million to up to $ 145 million following the European CE Marking of the Company’s initial MosaiQ IH Microarray. On April 30, 2019, the Company was notified that it had received the European CE Marking of the initial MosaiQ IH Microarray and, on May 15, 2019, the Company issued the additional $ 25 million of Senior Secured Notes. The obligations of the Company under the indenture and the Senior Secured Notes are unconditionally guaranteed on a secured basis by the guarantors, which include all the Company’s subsidiaries, and the indenture governing the Senior Secured Notes contains customary events of default. The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Senior Secured Notes may require the Company to repurchase for cash all or part of their Senior Secured Notes at a repurchase price equal to 101 % or 100 %, respectively, of the principal amount of the Senior Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. Interest on the Senior Secured Notes accrues at a rate of 12 % per annum and is payable semi-annually on April 15 and October 15 of each year commencing on April 15, 2017 . On April 15, 2021 , the Company made a $ 12.1 million principal payment on the Senior Senior Secured Notes. Additionally, principal payments were due on each April 15 and October 15 until April 15, 2024 pursuant to a fixed amortization schedule. The Company paid $ 8.7 million of the total proceeds of the three issuances into the cash reserve account maintained with the collateral agent under the terms of the indenture. Following the April 15, 2021 repayment of the Senior Secured Notes the balance held in the cash reserve account was reduced to $ 8.0 million. On October 13, 2021, the Company received consents from the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016 (as subsequently amended, the "Indenture"), by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to certain amendments to the indenture governing the Senior Secured Notes (the "Indenture Amendments") pursuant to the fourth supplemental indenture, dated as of October 13, 2021 (the "Fourth Supplemental Indenture"). The Indenture Amendments included an 18-month extension of the final maturity of the Senior Secured Notes to October 2025 and a revision of the Notes’ principal amortization schedule. The Indenture Amendments also changed the redemption prices for Notes redeemed pursuant to the optional redemption provisions of the Indenture. The Senior Secured Notes may be redeemed from and after October 14, 2021 at redemption prices beginning at 106 % of par and declining over time to 100.0 % for redemptions occurring from and after April 14, 2024. The interest rate on the Senior Secured Notes and the financial and other covenants in the Indenture remained unchanged. In consideration for the Consenting Holders’ consents to the Indenture Amendments, the Company agreed among other things to issue them (i) an aggregate of 23,319 of the Company’s ordinary shares, nil par value per share (the "Consent Shares") and (ii) 5-year warrants to purchase an aggregate of 46,100 of the Company’s ordinary shares for $ 160 per share (the " 2021 Consent Warrants"). The Company filed a registration statement with the SEC covering resales of the Consent Shares and the shares issuable on exercise of the 2021 Consent Warrants. The fair value of Consent Shares not yet issued are included in accrued expenses and other current liabilities and the fair value of 2021 Consent Warrants is included in derivative liabilities within our condensed consolidated balance sheet. Changes in fair value are recognized within Other, net in the accompanying condensed consolidated financial statements. On July 6, 2022, the Company received consents from the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to Indenture Amendments pursuant to the sixth supplemental indenture, dated as of July 6, 2022 (the "Sixth Supplemental Indenture"). The Sixth Supplemental Indenture includes a change to the amortization payment schedule of the Senior Secured Notes from requiring semi-annual payments ranging from $ 12.1 million to $ 24.2 million beginning in April 2023, to requiring quarterly payments of $ 2.5 million beginning on July 15, 2024 and ending on July 15, 2025, with the remaining principal balance due on October 15, 2025, which will reduce expected amortization payments by $ 93.0 million over the next 36 months prior to the payment of the remaining principal balance at maturity. It removes the requirement that we maintain a cash reserve account for the benefit of holders of the Senior Secured Notes, and adds a covenant that we maintain a minimum liquidity of at least $ 8.0 million, comprised of cash and certain other eligible investments, as of the end of each fiscal quarter. It p rovides that 40% of the net cash proceeds from a sale of all or a material portion of our Alba business, subject to certain exceptions, will be applied to repay Senior Secured Notes and the remaining 60% may be used by us to fund operating expenses, capital expenditures and other investments permitted by the Sixth Supplemental Indenture. We have also agreed that the holders of the Senior Secured Notes will be entitled to appoint an observer to our board of directors. In addition, the debt incurrence covenant in the indenture governing our Convertible Notes has been amended to reduce our ability to incur indebtedness under certain baskets by the amount of any repayment of the Senior Secured Notes as described above. In consideration for the Consenting Holders’ consents to the Indenture Amendments, the Company issued them 5-year warrants to purchase an aggregate of 212,364 of the Company’s ordinary shares for $ 30 per share (''2022 Consent Warrants"). The Company also filed a registration statement with the SEC covering resales of the shares issuable on exercise of the 2022 Consent Warrants. The new principal amortization schedule of the Senior Secured Notes is as follows: Payment Date Amount July 15, 2024 $ 2,500 October 15, 2024 2,500 January 1, 2025 2,500 April 15, 2025 2,500 July 15, 2025 2,500 October 15, 2025 The principal balance then outstanding On November 21, 2022, the Company received consents from the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to further amend the Indenture pursuant to the Eight Supplemental Indenture, dated as of November 21, 2022 (the "Eight Supplemental Indenture"). The Eight Supplemental Indenture has been executed by the Company, the Trustee and the other parties thereto and is in effect. The Eighth Supplemental Indenture eliminates the Company’s obligation under the Senior Secured Notes to make the interest payment otherwise due on October 15, 2022 in cash, and permit the Company instead to make such interest payment “in kind” by issuing new debt securities to the noteholders. The Eighth Supplemental Indenture allows the Company to issue and deliver further senior secured notes (the "Further SSNs") in an aggregate principal amount of $ 4.0 million to satisfy interest due on the Senior Secured Notes by way of payment in-kind. The Eighth Supplemental Indenture increases the permitted issuance amount under the Senior Secured Notes to $ 145.0 million plus the October 2022 Interest Amount (being $4.0 million). The Company sought the amendments described above to allow the Company to preserve liquidity and avoid an event of default that would otherwise result from the Company’s failure to make a cash interest payment on or before October 17, 2022. On December 15, 2022, the Company received consents from all of the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to further amend the Indenture pursuant to the Ninth Supplemental Indenture, dated as of December 15, 2022 (the "Ninth Supplemental Indenture"). The Ninth Supplemental Indenture has been executed by the Company, the Trustee and the other parties thereto and is in effect. Pursuant to the Ninth Supplemental Indenture, the Company issued and delivered Further SSNs in an aggregate principal amount of $ 10 million. The Further SSNs have the same terms as the SSNs, except that the Further SSNs have payment priority over other SSNs if any event of default occurs under the Indenture. So long as an event of default does not occur under the Indenture, the Further SSNs and the original SSNs are treated as a single class thereunder, including for purposes of directions provided to the Trustee, waivers, amendments, redemptions and offers to purchase, and rank on a parity basis in right of payment and security. If an event of default occurs under the Indenture, the Further SSNs will constitute a separate class under the Indenture, and will have payment priority over the original Secured Notes. Royalty liability In connection with the three issuances of the Senior Secured Notes as well as the December 2018 amendment of the related indenture, the Company has entered into royalty rights agreements, pursuant to which the Company has agreed to pay 3.4 % of the aggregate net sales of MosaiQ instruments and consumables made in the donor testing market in the United States and the European Union. The royalties will be payable beginning on the date that the Company or its affiliates makes its first sale of MosaiQ consumables in the donor testing market in the European Union or the United States and will end on the last day of the calendar quarter in which the eighth anniversary of the first sale date occurs. The royalty rights agreements are treated as sales of future revenues that meet the requirements of Accounting Standards Codification Topic 470 "Debt" to be treated as debt. The royalty rights agreements are accounted for separately as freestanding financial instruments. Consideration received for the debt and royalty rights was allocated to each component on a relative fair value basis. The difference between the relative fair value of the royalty rights agreements and the principle on the Senior Secured Notes is accounted for as debt discount and amortized through non-cash interest expense over the life of the Senior Secured Notes. Estimating the future cash outflows under the royalty rights agreements requires the Company to make certain estimates and assumptions about future sales of MosaiQ products. These estimates of the magnitude and timing of MosaiQ sales are subject to significant variability due to the current status of development of MosaiQ products, and thus are subject to significant uncertainty. The decrease in value of the royalty rights agreement from $ 40.1 million at March 31, 2022 to $ 24.9 million December 31, 2022, is due to the Company's decision to prioritize the clinical portfolio, which is not subject to the royalty rights agreement, through at least calendar year 2025 which resulted in a reversal of all non-cash interest expense recognized to date for the royalty liability. The royalty liability will be held at the initial carrying amount unless the liability meets criteria necessary for debt extinguishment under ASC 405-20, Extinguishments of Liabilities or until estimated future cash outflows exceed the current carrying value which would result in additional interest expense to be recognized. Convertible Notes On May 26, 2021 the Company issued $ 95.0 million aggregate principal amount of convertible senior notes and on June 2, 2021, the Company issued an additional $ 10.0 million aggregate principal amount of convertible senior notes in connection with the original $ 95.0 million (collectively the "Convertible Notes"). The Convertible Notes bear interest at an annual rate of 4.75 %. The Convertible Notes will mature on May 26, 2026 . Accrued interest of $ 0.6 million and $ 1.9 million is included in accrued expenses and other current liabilities in the accompanying condensed consolidated financial statements at December 31, 2022 and March 31, 2022 respectively. At any time before the close of business on the second business day immediately before the maturity date, holders of the Convertible Notes can convert the Convertible Notes either in whole or in part into the Company’s ordinary shares at an initial conversion rate of 176.3668 ordinary shares per $ 1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustments. The Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20") and ASC 815-40, Contracts in Entity’s Own Equity ("ASC 815-40"). Based upon the Company’s analysis, it was determined the Convertible Notes contain embedded features that need to be separately accounted for as a derivative liability component. The proceeds received from the issuance of the convertible debt instruments were bifurcated and recorded as a liability within derivative liabilities in the consolidated balance sheet. The convertible loan derivative is measured at fair value and changes are recognized within the accompanying condensed consolidated financial statements within Other, net. The Company incurred approximately $ 3.7 million of debt issuance costs relating to the issuance of the Convertible Notes, which were recorded as a reduction to the Convertible Notes on the consolidated balance sheet, no ne of the issuance costs were attributable to the derivative component. The debt issuance costs and the debt discount are being amortized and recognized as additional interest expense over the expected life of the Convertible Notes using the effective interest rate method. We determined the expected life of the debt is equal to the five-year term of the Convertible Notes. The effective interest rate on the Convertible Notes is 12.9 %. The total interest expense was $ 7.9 and $ 6.0 million with coupon interest of $ 3.7 and $ 3.0 million and the amortization of debt discount and issuance costs of $ 4.2 and $ 3.0 million, for the nine month periods ended December 31, 2022 and 2021, respectively. The total interest expense was $ 2.7 and $ 2.5 million with coupon interest of $ 1.3 and $ 1.3 million and the amortization of debt discount and issuance costs of $ 1.4 and $ 1.2 million, for the three month periods ended December 31, 2022 and 2021, respectively On January 4, 2023, the Company received consents from the Consenting Holders of its Convertible Notes issued pursuant to the Indenture, dated as of May 26, 2021 (as subsequently amended, the "Indenture"), by and among the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (the "Trustee"), to further amend the Indenture pursuant to the Fourth Supplemental Indenture, (the "Fourth Supplemental Indenture"). The Fourth Supplemental Indenture has been executed by the Company, the Trustee and the other parties thereto and is in effect. Pursuant to the Fourth Supplemental Indenture, the Company issued and delivered further Convertible Notes (the “Further Convertible Notes”) in an aggregate principal amount of $ 2.5 million issued hereunder as payment “in-kind” of (and in satisfaction of any obligation to make a cash payment in respect of) accrued interest on the Convertible Notes that is due and payable on the interest payment date occurring on November 15, 2022 pursuant to the terms of the Convertible Notes. The Further Convertible Notes have the same terms as the Convertible Notes and shall be treated as a single class, including for all purposes under the Indenture, including directions provided to the Trustee, waivers, amendments, redemptions and offers to purchase, conversion rights, and otherwise, and shall rank on a parity basis in right of payment. The Company sought the amendments described above to issue Further Convertible Notes to satisfy any obligation to make a cash payment in respect of accrued interest on the Convertible Notes that is due and payable on the interest payment date occurring on November 15, 2022 pursuant to the terms of the Convertible Notes. As of December 31, 2022 the interest payment due on November 15, 2022, has been reclassified as long-term debt as a result of the Fourth Supplemental Indenture. As mentioned in Note 1, pursuant to the Omnibus Transaction Agreement, the Convertible Noteholders agree to the deemed issuance of paid-in-kind notes on account of the November 2022 interest payment due in respect of the Convertible Notes, the deemed transfer of an equal amount of the Convertible Notes (the “Convertible Notes Transferred Principal”) to Newco in exchange for Newco granting certain equity purchase rights to each of the Convertible Noteholders, the deemed transfer of the Convertible Notes Transferred Principal by Newco to Finance Co in exchange for the issuance of 99,999 ordinary shares of Finance Co to Newco, the deemed transfer of half of the Convertible Notes Transferred Principal by Finance Co to Merger Co in exchange for the issuance of 99,999 ordinary shares of Merger Co to Finance Co, and the deemed transfer of all of the Convertible Notes Transferred Principal from Finance Co and Merger Co to the Company in exchange for the issuance of 800,000 preference shares of the Company to Finance Co and 800,000 preference shares of the Company to Merger Co. After the transfer of the Convertible Notes Transferred Principal to the Company, the Convertible Notes Transferred Principal will be cancelled and extinguished. |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Balance Sheet Detail | Note 4. Consolidated Balance Sheet Detail Inventory The following table summarizes inventory by category for the dates presented: December 31, March 31, Raw materials $ 5,271 $ 10,228 Work in progress 2,648 7,154 Finished goods 6,408 4,654 Total inventories $ 14,327 $ 22,036 Inventory at December 31, 2022 included $ 1,611 of raw materials, $ 833 of work in progress and $ 3,413 of finished goods related to the MosaiQ project. Inventory at March 31, 2022, included $ 6,761 of raw materials, $ 4,252 of work in progress and $ 2,758 of finished goods related to the MosaiQ project. During the nine month period ended December 31, 2022, the Company recorded a write-off of $ 9.7 million in inventory and a $ 5.1 million write-off of prepaid assets related to the transfusion related MosaiQ assets. Included in other accrued expenses at December 31, 2022, is $ 140 of projected losses on firm purchase commitments recorded in other accrued expenses. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: December 31, March 31, Accrued legal and professional fees $ 2,426 $ 1,254 Accrued interest 4,156 9,235 Goods received not invoiced 1,755 1,304 Accrued capital expenditure 124 193 Other accrued expenses 4,556 3,743 Total accrued expenses and other current liabilities $ 13,017 $ 15,729 |
Fair value measurement
Fair value measurement | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Note 5. Fair value measurement The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 26,074 $ — $ 26,074 Total assets measured at fair value $ — $ 26,074 $ — $ 26,074 Liabilities: Convertible loan derivatives (2) — — — — Debt related Consent Warrants (3) — 41 — 41 Debt related Consent Shares 1 — — 1 Total liabilities measured at fair value $ 1 $ 41 $ — $ 42 March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,778 $ — $ 24,778 Total assets measured at fair value $ — $ 24,778 $ — $ 24,778 Liabilities: Convertible loan derivatives (2) — 11,858 — 11,858 Debt related Consent Warrants (3) — 1,657 — 1,657 Debt related Consent Shares 77 — — 77 Total liabilities measured at fair value $ 77 $ 13,515 $ — $ 13,592 (1) The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. (2) The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. (3) The fair value of the 2021 and 2022 Consent Warrants (collectively ''Consent Warrants''), has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. On March 12, 2021, the Company announced that two funds managed by CSAM in which the Company had invested an aggregate of approximately $ 110.35 million had suspended redemptions. The investments into these funds were made in accordance with the Company’s investment policy of making individual investments with a minimum of an A rating from a leading credit-rating agency. Each fund holds short-term credit obligations of various obligors. According to a press release issued by CSAM, redemptions in the funds were suspended because "certain part of the Subfunds’ assets is currently subject to considerable uncertainties with respect to their accurate valuation." CSAM subsequently began a liquidation of the funds. Pursuant to the liquidation, the Company has already received cash distributions of approximately $ 91.3 mil lion. Credit Suisse has advised that the credit assets held by the funds are covered by insurance that potentially will be available to cover losses the funds would incur if any of the obligors on the funds’ credit assets were to default. On April 22, 2021, Credit Suisse published its FY 2021 Q1 press release with commentary related to the Credit Suisse Supply Chain Finance Investment Grade Fund and the Credit Suisse (Lux) Supply Chain Finance Fund. Notably, Credit Suisse indicated that investors in the funds should assume losses will be incurred. Additionally on April 4, 2022, Credit Suisse indicated in its Annual General Meeting that they expected that litigation will be necessary to reinforce claims against individual debtors and insurance companies and recovery is not expected to occur over the next 12 months for one of our funds. Therefore, we determined that one of our two funds should be classified as long-term as of March 31, 2022 and we have maintained the long-term classification of one of our funds as of Dece mber 31, 2022. On November 11, 2022, we received a $ 2.6 million cash payment from Credit Suisse related to the final liquidation of the Credit Suisse Supply Chain Finance Investment Grade Fund which was previously classified as a short-term investment in our condensed consolidated financial statements. In the year-ended March 31, 2021, Credit Suisse’s decision to liquidate funds in which the Company held investments served as a trigger to evaluate the investments for impairment and each quarter the Company evaluates information from Credit Suisse to determine whether there are further triggering events. Through March 31, 2022, the Company recorded $ 3.3 million in impairments associated with these funds. We recorded $ 1.2 million in impairment expenses in the nine period ended December 31, 2022 based on information shared by Credit Suisse to CSAM investors which included updated estimates of litigation provisions and administrative expenses incurred or to be incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. No impairment expense was recorded in the quarter ended December 31, 2022 or in the three or nine month periods ended December 31, 2021. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds, including recovery costs, should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The total unrealized gains on the short-term investments were $ 213 and $ 275 in the nine month periods ended December 31, 2022 and December 31, 2021, respectively. The amount of these unrealized gains reclassified to earnings were $ 24 and $ 193 in the nine month periods ended December 31, 2022 and December 31, 2021, respectively. |
Ordinary and Preference Shares
Ordinary and Preference Shares | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Ordinary and Preference Shares | Note 6. Ordinary and Preference Shares Ordinary shares The Company’s issued and outstanding ordinary shares were as follows: Shares Issued December 31, March 31, Par value Ordinary shares 4,035,013 2,565,284 $ — Total 4,035,013 2,565,284 $ — On June 28, 2022, the Company issued 811,458 ordinary shares in a public offering of shares at $ 12.00 per share. On May 20, 2022, the Company received notice from The NASDAQ Stock Market (“Nasdaq”) that, because the closing bid price for the Company’s ordinary shares has been below $ 1.00 per share for 30 consecutive business days, the Company no longer complied with the minimum bid price requirement for continued listing on the Nasdaq Global Market and was granted an initial compliance period of 180 calendar days to regain compliance with the minimum bid requirement or until November 16, 2022. The Company effected a 1-for-40 reverse stock split on Nov ember 2, 2022 in an effort to meet this minimum average share price requirement. No fractional shares were issued in connection with the reverse stock split. All outstanding share amounts have been restated to reflect the impact of the reverse stock split. On December 12, 2022, the Company notified the Nasdaq Stock Market LLC of its intention to voluntarily withdraw its ordinary shares from listing on the Nasdaq Global Market. In order to implement the delisting, the Company filed a Form 25 with the Securities and Exchange Commission on December 22, 2022. The delisting of the Company’s ordinary shares took effect no earlier than ten days after the date of that Form 25 filing. As a result of this voluntary delisting, the last full trading day of its ordinary shares on the Nasdaq Global Market was December 30, 2022. The Company does not intend to apply to list its ordinary shares on any other stock exchange or for quotation of its ordinary shares in any quotation medium. Preference shares The Company’s issued and outstanding preference shares consist of the following: Shares Issued Liquidation December 31, March 31, December 31, March 31, 7 % Cumulative Redeemable 666,665 666,665 $ 34.97 $ 33.79 Total 666,665 666,665 The 7 % Cumulative Redeemable Preference shares were issued to Ortho-Clinical Diagnostics Finco S.A.R.L., an affiliate of Ortho on January 29, 2015 at a subscription price of $ 22.50 per share. These preference shares are redeemable at the request of the shareholder on the "Redemption Trigger Date" which is currently the date of the ninth anniversary of the date of issue of the preference shares, but the Company may further extend the redemption date in one year increments up to the tenth anniversary of the date of issue. Because the 7% Cumulative Redeemable Preference shares are redeemable at the option of the shareholders, they are shown as a liability in the unaudited condensed consolidated balance sheet. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 7. Share-Based Compensation The Company records share-based compensation expense in respect of options and restricted share units ("RSUs") issued under its share incentive plans. Share-based compensation expense amounted to $ 924 and $ 2,319 in the quarters ended December 31, 2022 and December 31, 2021, respectively, and $ 2,593 and $ 5,546 in the nine month periods ended December 31, 2022 and December 31, 2021, respectively. The decrease in expense recognized in the quarter and nine-month period ended December 31, 2022 compared to the prior year is due to an assessment that certain performance based RSU's previously deemed probable of vesting were no longer probable of vesting due to the shift in business strategy described in Note 1. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended Nine months ended 2022 2021 2022 2021 Income tax expense at statutory rate $ — $ — $ — $ — Tax rate change — — — ( 335 ) Foreign tax rate differential 726 816 3,452 2,736 Increase in valuation allowance against deferred ( 857 ) ( 1,320 ) ( 4,083 ) ( 3,420 ) Provision for income tax $ ( 131 ) $ ( 504 ) $ ( 631 ) $ ( 1,019 ) |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 9 Months Ended |
Dec. 31, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
Defined Benefit Pension Plans | Note 9. Defined Benefit Pension Plans The Company’s Swiss subsidiary has a fully insured pension plan managed by AXA LPP Foundation Suisse Romande. The costs of this plan were: Quarter ended Nine months ended 2022 2021 2022 2021 Employer service cost $ 688 $ 622 $ 2,094 $ 1,874 Interest cost 97 22 296 66 Expected return on plan assets ( 109 ) ( 76 ) ( 332 ) ( 228 ) Amortization of prior service credit 14 14 42 44 Amortization of net loss — — — — Net pension cost $ 690 $ 582 $ 2,100 $ 1,756 The employer contributions for the nine month periods ended December 31, 2022 and 2021 were $ 1,475 and $ 1,263 , respectively. The estimated employer contributions for the fiscal year ending March 31, 2023 are $ 1,948 . |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 10. Net Loss Per Share In accordance with Accounting Standards Codification Topic 260 "Earnings Per Share" , basic earnings available to ordinary shareholders per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted earnings available to ordinary shareholders per share is computed based on the weighted average number of ordinary shares outstanding during each period, plus potential ordinary shares considered outstanding during the period, as long as the inclusion of such shares is not anti-dilutive. Potential ordinary shares consist of the incremental ordinary shares issuable upon the exercise of share options (using the treasury shares method), the warrants to acquire ordinary shares, the ordinary shares issuable upon vesting of the RSUs, and the ordinary shares issuable on conversion of Convertible Notes. As disclosed in Note 6 – Ordinary and Preference Shares, the Company implemented a reverse stock split in a ratio of 1-for-40 effective on November 2, 2022. The below computations of loss per share reflect the number of common stock shares after consideration for the reverse stock split. All common share and loss per share amounts have been adjusted retrospectively to give effect to the reverse stock split as if it occurred at the beginning of the first period presented. The following table sets forth the computation of basic and diluted loss per ordinary share: Quarter ended Nine months ended December 31 December 31 2022 2021 2022 2021 Numerator: Net loss available to ordinary shareholders - basic and diluted $ ( 13,324 ) $ ( 44,821 ) $ ( 98,118 ) ( 99,218 ) Denominator: Weighted average ordinary shares outstanding 3,606,107 2,553,179 3,201,051 2,542,394 Assumed exercise of pre-funded warrants 644,591 — 507,970 — Weighted-average shares outstanding - basic and diluted 4,250,698 2,553,179 3,709,021 2,542,394 Loss per share - basic and diluted $ ( 3.13 ) $ ( 17.55 ) $ ( 26.45 ) $ ( 39.03 ) During the quarter ended June 30, 2022, the Company issued 855,208 pre-funded warrants. Those not-yet-converted to ordinary shares are assumed to be exercised for the calculation of basic and diluted loss per share as the exercise price of $ 0.04 was deemed to be a non-substantive exercise price compared to the pre-funded cost of $ 11.96 per share and the fair value of our ordinary shares. These are treated as permanent equity for both basic and diluted earnings per share calculations. Pre-funded warrants are no t included in shares outstanding in our statement of stockholders equity or balance sheet, however the proceeds have been included in the value of share capital therein. The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at December 31, 2022 and December 31, 2021 as their inclusion would have been anti-dilutive: December 31, December 31, Ordinary shares issuable on conversion of Convertible Notes 226.80 per share 462,963 462,963 Restricted share units awarded 116,734 84,088 Ordinary shares issuable on exercise of options to purchase ordinary 73,276 75,199 Ordinary shares issuable on exercise of warrants at $ 645.60 per share 2,788 2,788 Ordinary shares issuable on exercise of warrants at $ 375.00 per share 1,600 1,600 Ordinary shares issuable on exercise of 2021 Consent Warrants at $ 160.00 per share 46,101 46,101 Ordinary shares issuable on exercise of 2022 Consent Warrants at $ 30.00 per share 212,365 — Consent Shares not yet issued 1,608 1,608 Total 917,435 674,346 |
Restructuring
Restructuring | 9 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 11. Restructuring As indicated in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, filed November 14, 2022, the Board of Directors of the Company approved a change in strategy in which the Company would suspend its activities focused on the commercialization of its transfusion diagnostics products and would instead focus in the near term on development and commercialization of MosaiQ products for the autoimmune and allergy clinical diagnostics markets. As a result of this shift in strategy, the Company implemented a material reduction in its workforce by approximately 100 positions. The Company expects the Restructuring Plan to be substantially completed by the first quarter of calendar year 2023. As a result of the Restructuring Plan, the Company incurred the following charges: Quarter Ended Nine months ended December 31, December 31, 2022 2021 2022 2021 Cash restructuring charges: Severance and other personnel costs $ 3,094,440 $ - $ 3,094,440 $ - Total cash charges 3,094,440 - $ 3,094,440 $ - Severance and other personnel costs are reflected in our condensed consolidated statements of comprehensive loss for the quarter and nine months ended of December 31, 2023 within research and development, net of government grants $ 2.4 million, sales and marketing $ 0.3 million, and general and administrative expense of $ 0.4 million. The following table presents a roll-forward of cash restructuring-related liabilities, which is included within Accrued compensation and benefits in the condensed consolidated balance sheets, as follows: Severance and other personnel costs Professional fees and other related charges Total restructuring charges Balance as of September 30, 2022 $ - $ - $ - Charges 3,094,440 — 3,094,440 Cash payments — — — Balance as of December 31, 2022 $ 3,094,440 — $ 3,094,440 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to further update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Restricted Cash | Restricted Cash Restricted cash comprised $ 0 at December 31, 2022 and $ 8.0 million at March 31, 2022, held in a cash reserve account pursuant to the indenture governing the Company’s Senior Secured Notes and $ 0.8 and $ 0.7 million held at December 31, 2022 and March 31, 2022, respectively, held in a restricted account as security for the property rental obligations of the Company’s Swiss subsidiary. |
Concentration of Credit Risks and Other Uncertainties | Concentration of Credit Risks and Other Uncertainties The Company evaluated the investments in the CSAM managed funds for impairment, in accordance with ASC 321-10-35, Investments – Equity Securities , and determined that its investment in one of the funds was impaired. We recorded $ 0.0 million and $ 1.2 million in impairment expenses in the three and nine month periods ended December 31, 2022 related to litigation and administrative costs expected to be incurred by Credit Suisse which Credit Suisse communicated would be deducted from investor recoveries. The Company views the liquidation of the supply chain finance funds as a fluid situation with a significant amount of valuation uncertainty. The Company will closely monitor the situation and in the event that new information is released that provides valuation clarity, it will evaluate the accounting implications accordingly. The Company believes, and has advised Credit Suisse, that any losses on the supply chain funds should be borne by Credit Suisse. The Company will pursue all available options to recoup the full amount of its investment in the supply chain funds prior to liquidation. The Company’s main financial institutions for banking operation held all of the Company’s cash and cash equivalents as of December 31, 2022 and March 31, 2022. |
Revenue Recognition | Revenue Recognition In the three and nine month period ended December 31, 2022, revenue recognized from performance obligations related to prior periods was not material. Other than those described in Note 1 to the audited annual Consolidated Financial statements for the year ended March 31, 2022, there were no other material revenues to be recognized in future periods related to remaining performance obligations at December 31, 2022. The Company’s other significant accounting policies are described in Note 1 to the audited annual Consolidated Financial Statements for the year ended March 31, 2022 included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. There have been no significant changes to these policies that have had a material impact on the Company's condensed consolidated financial statements and related notes |
Recently Adopted Accounting Pronouncements | Recently Issued Pronouncements There are no recently issued accounting standards that are expected to have a material impact on our condensed consolidated financial statements |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt | Total debt comprises: December 31, March 31, Senior Secured Notes $ 146,904 $ 132,917 Debt discount, net of amortization ( 12,955 ) ( 13,854 ) Deferred debt costs, net of amortization ( 2,126 ) ( 2,678 ) Carrying value Senior Secured Notes 131,823 116,385 Royalty liability 24,938 40,076 Convertible Notes 107,494 105,000 Debt discount, net of amortization ( 21,303 ) ( 24,968 ) Deferred debt costs, net of amortization ( 2,664 ) ( 3,180 ) Carrying value Convertible Notes 83,527 76,852 Total Debt $ 240,288 $ 233,313 |
Schedule of Principal Amortization Payments of Senior Secured Notes | The new principal amortization schedule of the Senior Secured Notes is as follows: Payment Date Amount July 15, 2024 $ 2,500 October 15, 2024 2,500 January 1, 2025 2,500 April 15, 2025 2,500 July 15, 2025 2,500 October 15, 2025 The principal balance then outstanding |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventory | The following table summarizes inventory by category for the dates presented: December 31, March 31, Raw materials $ 5,271 $ 10,228 Work in progress 2,648 7,154 Finished goods 6,408 4,654 Total inventories $ 14,327 $ 22,036 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, March 31, Accrued legal and professional fees $ 2,426 $ 1,254 Accrued interest 4,156 9,235 Goods received not invoiced 1,755 1,304 Accrued capital expenditure 124 193 Other accrued expenses 4,556 3,743 Total accrued expenses and other current liabilities $ 13,017 $ 15,729 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 26,074 $ — $ 26,074 Total assets measured at fair value $ — $ 26,074 $ — $ 26,074 Liabilities: Convertible loan derivatives (2) — — — — Debt related Consent Warrants (3) — 41 — 41 Debt related Consent Shares 1 — — 1 Total liabilities measured at fair value $ 1 $ 41 $ — $ 42 March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan assets (1) $ — $ 24,778 $ — $ 24,778 Total assets measured at fair value $ — $ 24,778 $ — $ 24,778 Liabilities: Convertible loan derivatives (2) — 11,858 — 11,858 Debt related Consent Warrants (3) — 1,657 — 1,657 Debt related Consent Shares 77 — — 77 Total liabilities measured at fair value $ 77 $ 13,515 $ — $ 13,592 (1) The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. (2) The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. (3) The fair value of the 2021 and 2022 Consent Warrants (collectively ''Consent Warrants''), has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. |
Ordinary and Preference Shares
Ordinary and Preference Shares (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
7% Cumulative Redeemable Preference Shares [Member] | |
Class Of Stock [Line Items] | |
Summary of Shares Issued and Outstanding | The Company’s issued and outstanding preference shares consist of the following: Shares Issued Liquidation December 31, March 31, December 31, March 31, 7 % Cumulative Redeemable 666,665 666,665 $ 34.97 $ 33.79 Total 666,665 666,665 |
Ordinary Shares [Member] | |
Class Of Stock [Line Items] | |
Summary of Shares Issued and Outstanding | The Company’s issued and outstanding ordinary shares were as follows: Shares Issued December 31, March 31, Par value Ordinary shares 4,035,013 2,565,284 $ — Total 4,035,013 2,565,284 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of the Income Tax Expenses at the Statutory Rate | A reconciliation of the income tax expense at the statutory rate to the provision for income taxes is as follows: Quarter ended Nine months ended 2022 2021 2022 2021 Income tax expense at statutory rate $ — $ — $ — $ — Tax rate change — — — ( 335 ) Foreign tax rate differential 726 816 3,452 2,736 Increase in valuation allowance against deferred ( 857 ) ( 1,320 ) ( 4,083 ) ( 3,420 ) Provision for income tax $ ( 131 ) $ ( 504 ) $ ( 631 ) $ ( 1,019 ) |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |
Schedule of Net Pension Costs | The Company’s Swiss subsidiary has a fully insured pension plan managed by AXA LPP Foundation Suisse Romande. The costs of this plan were: Quarter ended Nine months ended 2022 2021 2022 2021 Employer service cost $ 688 $ 622 $ 2,094 $ 1,874 Interest cost 97 22 296 66 Expected return on plan assets ( 109 ) ( 76 ) ( 332 ) ( 228 ) Amortization of prior service credit 14 14 42 44 Amortization of net loss — — — — Net pension cost $ 690 $ 582 $ 2,100 $ 1,756 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Loss Per Share Basic and Diluted | The following table sets forth the computation of basic and diluted loss per ordinary share: Quarter ended Nine months ended December 31 December 31 2022 2021 2022 2021 Numerator: Net loss available to ordinary shareholders - basic and diluted $ ( 13,324 ) $ ( 44,821 ) $ ( 98,118 ) ( 99,218 ) Denominator: Weighted average ordinary shares outstanding 3,606,107 2,553,179 3,201,051 2,542,394 Assumed exercise of pre-funded warrants 644,591 — 507,970 — Weighted-average shares outstanding - basic and diluted 4,250,698 2,553,179 3,709,021 2,542,394 Loss per share - basic and diluted $ ( 3.13 ) $ ( 17.55 ) $ ( 26.45 ) $ ( 39.03 ) During the quarter ended June 30, 2022, the Company issued 855,208 pre-funded warrants. Those not-yet-converted to ordinary shares are assumed to be exercised for the calculation of basic and diluted loss per share as the exercise price of $ 0.04 was deemed to be a non-substantive exercise price compared to the pre-funded cost of $ 11.96 per share and the fair value of our ordinary shares. These are treated as permanent equity for both basic and diluted earnings per share calculations. Pre-funded warrants are no t included in shares outstanding in our statement of stockholders equity or balance sheet, however the proceeds have been included in the value of share capital therein. |
Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share | The following table sets out the numbers of ordinary shares excluded from the above computation of earnings per share at December 31, 2022 and December 31, 2021 as their inclusion would have been anti-dilutive: December 31, December 31, Ordinary shares issuable on conversion of Convertible Notes 226.80 per share 462,963 462,963 Restricted share units awarded 116,734 84,088 Ordinary shares issuable on exercise of options to purchase ordinary 73,276 75,199 Ordinary shares issuable on exercise of warrants at $ 645.60 per share 2,788 2,788 Ordinary shares issuable on exercise of warrants at $ 375.00 per share 1,600 1,600 Ordinary shares issuable on exercise of 2021 Consent Warrants at $ 160.00 per share 46,101 46,101 Ordinary shares issuable on exercise of 2022 Consent Warrants at $ 30.00 per share 212,365 — Consent Shares not yet issued 1,608 1,608 Total 917,435 674,346 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | As a result of the Restructuring Plan, the Company incurred the following charges: Quarter Ended Nine months ended December 31, December 31, 2022 2021 2022 2021 Cash restructuring charges: Severance and other personnel costs $ 3,094,440 $ - $ 3,094,440 $ - Total cash charges 3,094,440 - $ 3,094,440 $ - |
Schedule of Restructuring Related Liabilities | The following table presents a roll-forward of cash restructuring-related liabilities, which is included within Accrued compensation and benefits in the condensed consolidated balance sheets, as follows: Severance and other personnel costs Professional fees and other related charges Total restructuring charges Balance as of September 30, 2022 $ - $ - $ - Charges 3,094,440 — 3,094,440 Cash payments — — — Balance as of December 31, 2022 $ 3,094,440 — $ 3,094,440 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 09, 2023 | May 26, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 13, 2022 | Mar. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||||||
Cash holdings and investment | $ 27,500 | $ 27,500 | ||||
Investment suspended from redemptions | 15,600 | 15,600 | ||||
Bridge financing loan | $ 10,000 | |||||
Accumulated deficit | 823,160 | 823,160 | $ 725,042 | |||
Reduced debt by restructuring | 140,000 | 140,000 | ||||
Cash Payments | $ 0 | |||||
Stock issued during period value new issues | $ 17,903 | |||||
Debt instrument interest rate during period | 99% | 12% | ||||
Outstanding senior secured notes expiring period | 7 years | |||||
Repurchase percentage of net proceeds from sale | 100% | |||||
Debt instrument expiring period after issuance | 2 years | |||||
Redeemable price rate of principal amount thereof | 103% | |||||
Senior Secured Note Holder [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Agreed value of common equity to purchase | $ 13,000 | |||||
Applicable additional equity shares | $ 20,000 | |||||
Discount rate of agreed equity value | 35% | |||||
Agreed equity value | $ 50,000 | |||||
Convertible Noteholder [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Agreed value of common equity to purchase | 28,000 | |||||
Applicable additional equity shares | $ 30,000 | |||||
Discount rate of agreed equity value | 35% | |||||
Notes transferred from Newco to Finance Co [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Convertible Noteholders issuance of common shares | 99,999 | |||||
Notes transferred from Merger Co to Finance Co [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Convertible noteholders, exchange for issuance of common shares | 99,999 | |||||
Notes transferred from Finance Co and Merger Co [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Convertible noteholders exchange for issuance of preference shares | 800,000 | |||||
Notes transferred from company to merger Co. [member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Convertible noteholders issuance of preference shares | 800,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 869 | $ 869 | $ 8,744 | $ 8,309 |
CSAM [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Impairment recognized, related to one of the short term funds invested | 0 | 1,200 | ||
Security For Property Rental Obligations of Subsidiary [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Restricted cash | 800 | 800 | 700 | |
Senior Secured Notes Due 2023 [Member] | Cash Reserve Account Held by Collateral Agent [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 0 | $ 0 | $ 8,000 |
Debt - Schedule of Total Debt (
Debt - Schedule of Total Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | May 26, 2021 |
Debt Instrument [Line Items] | |||
Senior Secured Notes | $ 146,904 | $ 132,917 | |
Carrying value Senior Secured Notes | 131,823 | 116,385 | |
Royalty liability | 24,938 | 40,076 | |
Convertible Notes | 107,494 | 105,000 | |
Carrying value Convertible Notes | 83,527 | 76,852 | |
Total Debt | 240,288 | 233,313 | |
Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (12,955) | (13,854) | |
Deferred debt costs, net of amortization | (2,126) | (2,678) | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount, net of amortization | (21,303) | (24,968) | |
Deferred debt costs, net of amortization | $ (2,664) | $ (3,180) | $ (3,700) |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 15, 2025 | Jan. 09, 2023 | Nov. 15, 2022 | Oct. 15, 2022 | Jul. 06, 2022 | Oct. 13, 2021 | Jun. 02, 2021 | May 26, 2021 | Apr. 15, 2021 | May 15, 2019 | Jun. 29, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 15, 2025 | Dec. 15, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 14, 2016 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount of notes issued | $ 145,000,000 | |||||||||||||||||||
Common stock, shares issued | 4,035,013 | 4,035,013 | 2,565,284 | |||||||||||||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Exercise price of warrants | $ 0.04 | |||||||||||||||||||
Accrued interest | $ 4,156,000 | $ 4,156,000 | $ 9,235,000 | |||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 4,035,013 | 4,035,013 | 2,565,284 | |||||||||||||||||
Common stock, par value | $ 0 | $ 0 | ||||||||||||||||||
Eighth Supplemental Indenture | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount of notes available for issue | $ 4,000,000 | |||||||||||||||||||
Ninth Supplemental Indenture [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount of notes available for issue | $ 10,000,000 | |||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, issuance date | May 26, 2021 | |||||||||||||||||||
Aggregate principal amount of notes issued | $ 10,000,000 | $ 95,000,000 | ||||||||||||||||||
Debt instrument, interest rate | 4.75% | 4.75% | ||||||||||||||||||
Maturity date | May 26, 2026 | May 26, 2026 | ||||||||||||||||||
Debt instrument, conversion, description | At any time before the close of business on the second business day immediately before the maturity date, holders of the Convertible Notes can convert the Convertible Notes either in whole or in part into the Company’s ordinary shares at an initial conversion rate of 176.3668 ordinary shares per $1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustments. | |||||||||||||||||||
Conversion rate of ordinary shares | 176.3668 | |||||||||||||||||||
Conversion price per share | $ 1,000 | |||||||||||||||||||
Debt issuance costs | $ 3,700,000 | $ 2,664,000 | $ 2,664,000 | $ 3,180,000 | ||||||||||||||||
Issuance costs attributable to bifurcated derivative | $ 0 | |||||||||||||||||||
Expected life of debt | 5 years | |||||||||||||||||||
Debt instrument, effective interest rate | 12.90% | |||||||||||||||||||
Interest expense debt | 2,700,000 | $ 2,500,000 | 7,900,000 | $ 6,000,000 | ||||||||||||||||
Coupon interest | 1,300,000 | 1,300,000 | 3,700,000 | 3,000,000 | ||||||||||||||||
Amortization of debt discount and issuance costs | 1,400,000 | $ 1,200,000 | 4,200,000 | $ 3,000,000 | ||||||||||||||||
Convertible Notes [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrued interest | 600,000 | $ 600,000 | 1,900,000 | |||||||||||||||||
Notes transferred from Newco to Finance Co [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible Noteholders issuance of common shares | 99,999 | |||||||||||||||||||
Notes transferred from company to merger Co. [member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible noteholders issuance of preference shares | 800,000 | |||||||||||||||||||
Convertible Debt [Member] | Notes transferred from Newco to Finance Co [Member] | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible Noteholders issuance of common shares | 99,999 | |||||||||||||||||||
Convertible Debt [Member] | Notes Transferred from Finance Co to Merger Co [Member] | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible Noteholders issuance of common shares | 99,999 | |||||||||||||||||||
Convertible Debt [Member] | Notes transferred from company to merger Co. [member] | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible noteholders issuance of preference shares | 800,000 | |||||||||||||||||||
Senior Secured Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, issuance date | Oct. 14, 2016 | |||||||||||||||||||
Aggregate principal amount of notes available for issue | $ 84,000,000 | |||||||||||||||||||
Aggregate principal amount of notes issued | $ 25,000,000 | $ 36,000,000 | ||||||||||||||||||
Debt instrument, unused/additional borrowing capacity | The Company issued $84 million aggregate principal amount of the Senior Secured Notes on October 14, 2016 and an additional $36 million aggregate principal amount of the Senior Secured Notes on June 29, 2018. | |||||||||||||||||||
Debt instrument, restrictive covenants | The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Senior Secured Notes may require the Company to repurchase for cash all or part of their Senior Secured Notes at a repurchase price equal to 101% or 100%, respectively, of the principal amount of the Senior Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. | |||||||||||||||||||
Debt instrument, percentage of repurchase price on change of control | 101% | |||||||||||||||||||
Debt instrument, percentage of repurchase price on certain asset sales | 100% | |||||||||||||||||||
Payment to cash reserve account held by collateral agent | $ 8,000,000 | 8,700,000 | ||||||||||||||||||
Debt instrument date of first required payment, interest | Apr. 15, 2017 | |||||||||||||||||||
Debt instrument date of first payment, principal | Apr. 15, 2021 | |||||||||||||||||||
Debt instrument, interest rate | 12% | |||||||||||||||||||
Debt instrument principal payment | $ 12,100,000 | |||||||||||||||||||
Debt instrument indenture date | Oct. 14, 2016 | |||||||||||||||||||
Debt instrument, maturity date, description | The Indenture Amendments included an 18-month extension of the final maturity of the Senior Secured Notes to October 2025 and a revision of the Notes’ principal amortization schedule. | |||||||||||||||||||
Debt instrument, redemption, description | The Senior Secured Notes may be redeemed from and after October 14, 2021 at redemption prices beginning at 106% of par and declining over time to 100.0% for redemptions occurring from and after April 14, 2024. | |||||||||||||||||||
Cash and other benefits reserved | $ 8,000,000 | |||||||||||||||||||
Senior Secured Notes [Member] | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument principal payment | $ 2,500,000 | |||||||||||||||||||
Senior Secured Notes [Member] | Subsequent Event | Forecast [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument principal payment | $ 93,000,000 | |||||||||||||||||||
Senior Secured Notes [Member] | MosaiQ [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument subscribers rights to receive payment as percentage of net MosaiQ sales | 3.40% | |||||||||||||||||||
Estimated amount under royalty agreement | $ 24,900,000 | $ 24,900,000 | $ 40,100,000 | |||||||||||||||||
Senior Secured Notes [Member] | From and After October 14, 2021 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, redemption percentage | 106% | |||||||||||||||||||
Senior Secured Notes [Member] | From and After April 14, 2024 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, redemption percentage | 100% | |||||||||||||||||||
Senior Secured Notes [Member] | Fourth Supplemental Indenture [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount of notes available for issue | $ 2,500,000 | |||||||||||||||||||
Debt instrument indenture date | Nov. 15, 2022 | Oct. 13, 2021 | ||||||||||||||||||
Senior Secured Notes [Member] | Consent Shares [Member] | Ordinary Shares [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 23,319 | 23,319 | ||||||||||||||||||
Common stock, par value | $ 0 | $ 0 | ||||||||||||||||||
Senior Secured Notes [Member] | 2021 Consent Warrants [Member] | Ordinary Shares [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Warrants duration | 5 years | 5 years | ||||||||||||||||||
Senior Secured Notes [Member] | 2021 Consent Warrants Member | Ordinary Shares [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 46,100 | 46,100 | ||||||||||||||||||
Par value per share | $ 160 | $ 160 | ||||||||||||||||||
Senior Secured Notes [Member] | 2022 Consent Warrants Member | Ordinary Shares [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 212,364 | 212,364 | ||||||||||||||||||
Warrants duration | 5 years | 5 years | ||||||||||||||||||
Exercise price of warrants | $ 30 | $ 30 | ||||||||||||||||||
Senior Secured Notes [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount of notes available for issue | $ 145,000,000 | $ 120,000,000 | $ 120,000,000 | |||||||||||||||||
Debt instrument principal payment | 24,200,000 | |||||||||||||||||||
Senior Secured Notes [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument principal payment | $ 12,100,000 |
Debt - Schedule of Principal Am
Debt - Schedule of Principal Amortization Payments of Senior Secured Notes (Detail) $ in Thousands | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
July 15, 2024 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | $ 2,500 |
October 15, 2024 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | 2,500 |
January 1, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | 2,500 |
April 15, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | 2,500 |
July 15, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | $ 2,500 |
October 15, 2025 [Member] | |
Debt Instrument [Line Items] | |
Principal amortization schedule | The principal balance then outstanding |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Detail - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,271 | $ 10,228 |
Work in progress | 2,648 | 7,154 |
Finished goods | 6,408 | 4,654 |
Total inventories | $ 14,327 | $ 22,036 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Detail - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Raw materials | $ 5,271,000 | $ 10,228,000 |
Work in progress | 2,648,000 | 7,154,000 |
Finished goods | 6,408,000 | 4,654,000 |
MosaiQ Project [Member] | ||
Raw materials | 1,611,000 | 6,761,000 |
Work in progress | 833,000 | 4,252,000 |
Finished goods | 3,413,000 | $ 2,758,000 |
Write-Off of Prepaid Assets | 5,100,000 | |
Other accrued expenses | 140 | |
Inventory Write-down | $ 9,700,000 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Detail - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued legal and professional fees | $ 2,426 | $ 1,254 |
Accrued interest | 4,156 | 9,235 |
Goods received not invoiced | 1,755 | 1,304 |
Accrued capital expenditure | 124 | 193 |
Other accrued expenses | 4,556 | 3,743 |
Total accrued expenses and other current liabilities | $ 13,017 | $ 15,729 |
Fair value measurement - Summar
Fair value measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | |
Assets: | |||
Total assets measured at fair value | $ 26,074 | $ 24,778 | |
Liabilities: | |||
Total liabilities measured at fair value | 42 | 13,592 | |
Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 26,074 | 24,778 |
Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [2] | 0 | 11,858 |
Debt Related Consent Warrants [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [3] | 41 | 1,657 |
Debt Related Consent Shares [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 1 | 77 | |
Level 1 [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 1 | 77 | |
Level 1 [Member] | Debt Related Consent Shares [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | 1 | 77 | |
Level 2 [Member] | |||
Assets: | |||
Total assets measured at fair value | 26,074 | 24,778 | |
Liabilities: | |||
Total liabilities measured at fair value | 41 | 13,515 | |
Level 2 [Member] | Pension plan assets [Member] | |||
Assets: | |||
Total assets measured at fair value | [1] | 26,074 | 24,778 |
Level 2 [Member] | Convertible loan derivatives [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [2] | 0 | 11,858 |
Level 2 [Member] | Debt Related Consent Warrants [Member] | |||
Liabilities: | |||
Total liabilities measured at fair value | [3] | $ 41 | $ 1,657 |
[1] The fair value of pension plan assets has been determined as the surrender value of the portfolio of active insured employees held within the AXA LLP Foundation Suisse Romande collective investment fund. The fair value of the Convertible loan derivatives has been determined by utilizing a single factor lattice model using market-based observable inputs such as historical share prices for Quotient Limited, interest rates derived from the U.S. Dollar Swap interest rate curve, credit spread, and implied volatility obtained from third party market price quotations. The fair value of the 2021 and 2022 Consent Warrants (collectively ''Consent Warrants''), has been determined by utilizing a Black-Scholes model using market-based observable inputs such as historical share prices for Quotient Limited, quotations for US treasury interest rates, and implied volatility obtained from third party market price quotations. |
Fair value measurement - Additi
Fair value measurement - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 11, 2022 USD ($) | Mar. 12, 2021 USD ($) Investment | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Unrealized gains on short-term investments | $ 213 | $ 275 | ||||
Unrealized gains reclassified to earnings | 24 | $ 193 | ||||
CSAM [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Number of short-term funds invested | Investment | 2 | |||||
Aggregate investment in suspend redemptions | $ 110,350 | |||||
Payments for (proceeds from) short-term investments | $ 2,600 | $ 91,300 | ||||
Impairment expense | $ 0 | $ 1,200 | ||||
Impairment of investments | $ 3,300 |
Ordinary and Preference Share_2
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Detail) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Class Of Stock [Line Items] | ||||||
Ordinary shares, shares issued | 4,035,013 | 2,565,284 | ||||
Ordinary shares, shares outstanding | 4,035,013 | 2,565,284 | ||||
Ordinary shares, par value | $ 0 | $ 0 | ||||
Preference shares, shares issued | 666,665 | 666,665 | ||||
Preference shares, shares outstanding | 666,665 | 666,665 | ||||
7% Cumulative Redeemable Preference Shares [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Preference shares, shares issued | 666,665 | 666,665 | ||||
Preference shares, shares outstanding | 666,665 | 666,665 | ||||
Liquidation amount per share | $ 34.97 | $ 33.79 | ||||
Ordinary Shares [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Ordinary shares, shares issued | 4,035,013 | 2,565,284 | ||||
Ordinary shares, shares outstanding | 4,035,013 | 3,396,118 | 2,565,284 | 2,562,768 | 2,539,790 | 2,531,610 |
Ordinary shares, par value | $ 0 |
Ordinary and Preference Share_3
Ordinary and Preference Shares - Summary of Shares Issued and Outstanding (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7% | 7% |
7% Cumulative Redeemable Preference Shares [Member] | ||
Class Of Stock [Line Items] | ||
Preference share dividend percentage | 7% | 7% |
Ordinary and Preference Share_4
Ordinary and Preference Shares - Additional Information (Detail) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 28, 2022 shares | Sep. 30, 2022 Days $ / shares | Dec. 31, 2022 | Mar. 31, 2022 | May 20, 2022 $ / shares | Jan. 29, 2015 $ / shares | |
Class Of Stock [Line Items] | ||||||
Preference share dividend percentage | 7% | 7% | ||||
Ordinary shares | shares | 811,458 | |||||
Ordinary share public offering | $ 12 | |||||
Ordinary shares price per share | $ 1 | |||||
Number of business days for closing bid price for the Companys ordinary shares | Days | 30 | |||||
7% Cumulative Redeemable Preference Shares [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Subscriptions price, per share | $ 22.50 | |||||
Preference share dividend percentage | 7% | 7% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 924 | $ 2,319 | $ 2,593 | $ 5,546 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Income Tax Expenses at the Statutory Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Tax rate change | $ 0 | $ 0 | $ 0 | $ (335) |
Foreign tax rate differential | 726 | 816 | 3,452 | 2,736 |
Increase in valuation allowance against deferred tax assets | (857) | (1,320) | (4,083) | (3,420) |
Provision for income tax | $ (131) | $ (504) | $ (631) | $ (1,019) |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Schedule of Net Pension Costs (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Employer service cost | $ 688 | $ 622 | $ 2,094 | $ 1,874 |
Interest cost | 97 | 22 | 296 | 66 |
Expected return on plan assets | (109) | (76) | (332) | (228) |
Amortization of prior service credit | 14 | 14 | 42 | 44 |
Amortization of net loss | 0 | 0 | 0 | 0 |
Net pension cost | $ 690 | $ 582 | $ 2,100 | $ 1,756 |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 1,475 | $ 1,263 | |
Scenario, Forecast [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions paid or to be paid by employer | $ 1,948 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||
Net loss available to ordinary shareholders - basic | $ (13,324) | $ (44,821) | $ (98,118) | $ (99,218) |
Net loss available to ordinary shareholders - diluted | $ (13,324) | $ (44,821) | $ (98,118) | $ (99,218) |
Denominator: | ||||
Weighted average ordinary shares outstanding | 3,606,107 | 2,553,179 | 3,201,051 | 2,542,394 |
Assumed exercise of pre-funded warrants | 644,591 | 0 | 507,970 | 0 |
Weighted-average shares outstanding - basic | 4,250,698 | 2,553,179 | 3,709,021 | 2,542,394 |
Weighted-average shares outstanding - diluted | 4,250,698 | 2,553,179 | 3,709,021 | 2,542,394 |
Loss per share - basic | $ (3.13) | $ (17.55) | $ (26.45) | $ (39.03) |
Loss per share - diluted | $ (3.13) | $ (17.55) | $ (26.45) | $ (39.03) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Earnings Per Share [Abstract] | |
Pre-funded warrants | shares | 855,208 |
Exercise price of warrants | $ 0.04 |
Pre Funded Cost Per Share | $ 11.96 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) - shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 917,435 | 674,346 |
Conversion Of Senior Convertible Notes 226.80 [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 462,963 | 462,963 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 116,734 | 84,088 |
Exercise Of Options To Purchase Ordinary Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 73,276 | 75,199 |
Exercise Of Warrants At $645.60 per share [member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 2,788 | 2,788 |
Exercise Of Warrants At $375.00 Per Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 1,600 | 1,600 |
Exercise of 2021 Consent Warrants at 160.00 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 46,101 | 46,101 |
Exercise Of 2022 Consent Warrants At 30 Per Share [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 212,365 | |
Consent Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Ordinary shares issuable excluded from computation of earnings per share | 1,608 | 1,608 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Number of Ordinary Shares Excluded from Computation of Earnings Per Share (Detail) (Parenthetical) - $ / shares | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Exercise price of warrants | $ 0.04 | ||
Conversion Of Senior Convertible Notes 226.80 [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Exercise price of warrants | $ 226.80 | $ 226.80 | |
Exercise Of Warrants At $645.60 per share [member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Exercise price of warrants | 645.60 | 645.60 | |
Exercise Of Warrants At $375.00 Per Shares [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Exercise price of warrants | 375 | 375 | |
Exercise of 2021 Consent Warrants at 160.00 Per Share [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Exercise price of warrants | 160 | 160 | |
Exercise Of 2022 Consent Warrants At 30 Per Share [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Exercise price of warrants | $ 30 | $ 30 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Charges [Abstract] | ||||
Severance and other personnel costs | $ 3,094,440 | $ 0 | $ 3,094,440 | $ 0 |
Total cash charges | $ 3,094,440 | $ 0 | $ 3,094,440 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Position | |
Restructuring Cost and Reserve [Line Items] | ||
Number of positions for material reduction in its workforce | Position | 100 | |
Research and Development, net of government grants [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other personnel costs | $ 2.4 | $ 2.4 |
Selling and Marketing Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other personnel costs | 0.3 | 0.3 |
General and Administrative Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other personnel costs | $ 0.4 | $ 0.4 |
Restructuring - Schedule of R_2
Restructuring - Schedule of Restructuring Related Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | $ 0 | |||
Charges | 3,094,440 | $ 0 | $ 3,094,440 | $ 0 |
Cash Payments | 0 | |||
Restructuring Reserve, Ending Balance | 3,094,440 | 3,094,440 | ||
Severance and other personnel costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | 0 | |||
Charges | 3,094,440 | |||
Cash Payments | 0 | |||
Restructuring Reserve, Ending Balance | 3,094,440 | 3,094,440 | ||
Professional fees and other related charges [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | 0 | |||
Charges | 0 | |||
Cash Payments | 0 | |||
Restructuring Reserve, Ending Balance | $ 0 | $ 0 |