Document and Entity Information
Document and Entity Information | Sep. 29, 2020 |
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Sep. 29, 2020 |
Amendment Flag | false |
Entity Registrant Name | Summit Therapeutics Inc. |
Entity Central Index Key | 0001599298 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Current assets | ||||
Cash and cash equivalents | $ 36,410,000 | $ 63,842,000 | $ 35,245,000 | $ 28,495,000 |
Accounts receivable | 464,000 | 541,000 | 6,120,000 | 3,899,000 |
Prepaid expenses | 8,546,000 | 8,762,000 | 9,681,000 | 9,145,000 |
Other current assets | 1,260,000 | 1,399,000 | 1,903,000 | 2,672,000 |
Research and development tax credit receivable | 8,872,000 | 5,084,000 | 8,305,000 | 6,598,000 |
Total current assets | 55,552,000 | 79,628,000 | 61,254,000 | 50,809,000 |
Property, plant and equipment, net | 562,000 | 518,000 | 649,000 | 953,000 |
Right-of-use assets | 679,000 | 1,021,000 | 1,372,000 | 1,977,000 |
Goodwill | 2,236,000 | 2,392,000 | 2,380,000 | 3,513,000 |
Intangible assets, net | 11,920,000 | 13,120,000 | 13,915,000 | 20,958,000 |
Total assets | 70,949,000 | 96,679,000 | 79,570,000 | 78,210,000 |
Current liabilities | ||||
Accounts payable | 3,091,000 | 4,471,000 | 5,803,000 | 6,257,000 |
Accrued liabilities | 4,518,000 | 5,739,000 | 5,200,000 | 5,971,000 |
Other current liabilities | 672,000 | 366,000 | 458,000 | 278,000 |
Lease liabilities | 400,000 | 471,000 | 469,000 | 459,000 |
Deferred revenue and income | 4,518,000 | 2,615,000 | 4,428,000 | 19,610,000 |
Contingent consideration | 0 | 105,000 | 825,000 | 0 |
Total current liabilities | 13,199,000 | 13,767,000 | 17,183,000 | 32,575,000 |
Non-current liabilities | ||||
Deferred revenue and income | 856,000 | 493,000 | 1,091,000 | 38,656,000 |
Lease liabilities | 230,000 | 422,000 | 849,000 | 1,364,000 |
Financial liabilities on funding arrangements | 0 | 0 | 4,380,000 | |
Other non-current liabilities | 2,656,000 | 2,703,000 | 2,429,000 | 2,326,000 |
Deferred tax liability | 2,062,000 | 2,057,000 | 2,198,000 | 3,372,000 |
Total liabilities | 19,003,000 | 19,442,000 | 23,750,000 | 82,673,000 |
Commitments and contingencies (Note 22) | ||||
Stockholders' equity (deficit): | ||||
Common stock, $0.01 par value: 250,000,000 shares authorized; 67,178,054, 32,077,974 and 14,712,724 shares issued and outstanding at December 31, 2019 and January 31, 2019 and 2018, respectively | 672,000 | 672,000 | 321,000 | 147,000 |
Additional paid-in capital | 242,034,000 | 241,204,000 | 191,205,000 | 140,574,000 |
Accumulated other comprehensive loss | (9,287,000) | (4,720,000) | (4,767,000) | (4,347,000) |
Accumulated deficit | (181,473,000) | (159,919,000) | (130,939,000) | (140,837,000) |
Total stockholders' equity (deficit) | 51,946,000 | 77,237,000 | 55,820,000 | (4,463,000) |
Total liabilities and stockholders' equity | $ 70,949,000 | $ 96,679,000 | $ 79,570,000 | $ 78,210,000 |
Common stock, shares issued (in shares) | 67,231,900 | 67,178,054 | 32,077,974 | 14,712,724 |
Common stock, shares outstanding (in shares) | 67,231,900 | 67,178,054 | 32,077,974 | 14,712,724 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Statement of Financial Position [Abstract] | ||||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 67,231,900 | 67,178,054 | 32,077,974 | 14,712,724 |
Common stock, shares outstanding (in shares) | 67,231,900 | 67,178,054 | 32,077,974 | 14,712,724 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss)/Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Income Statement And Statement Of Comprehensive Income [Abstract] | |||||||
Revenue | $ 170 | $ 156 | $ 494 | $ 647 | $ 743 | $ 57,088 | $ 16,104 |
Operating expenses | |||||||
Research and development | (14,105) | (11,257) | (26,592) | (22,635) | (39,809) | (52,003) | (37,722) |
General and administrative | (5,299) | (2,136) | (5,970) | (5,234) | (12,611) | (16,400) | (15,663) |
Impairment of goodwill and intangible assets | 0 | (5,290) | 0 | ||||
Total operating expenses | (19,404) | (13,393) | (32,562) | (27,869) | (52,420) | (73,693) | (53,385) |
Other operating income | 3,867 | 6,494 | 10,640 | 13,585 | 22,872 | 22,608 | 8,914 |
Operating (loss) / profit | (15,367) | (6,743) | (21,428) | (13,637) | (28,805) | 6,003 | (28,367) |
Remeasurement/derecognition of financial liabilities on funding arrangements | 0 | 3,695 | 4,029 | ||||
Interest expense, net | (55) | (79) | (120) | (156) | (286) | (615) | (1,544) |
(Loss) profit before income taxes | (15,422) | (6,822) | (21,548) | (13,793) | (29,091) | 9,083 | (25,882) |
Income tax (expense) benefit | 191 | 139 | (6) | 124 | 111 | 815 | (471) |
Net (loss) profit | $ (15,231) | $ (6,683) | $ (21,554) | $ (13,669) | $ (28,980) | $ 9,898 | $ (26,353) |
Basic earnings (loss) per share (in dollars per share) | $ (0.23) | $ (0.21) | $ (0.32) | $ (0.44) | $ (0.88) | $ 0.58 | $ (2.01) |
Diluted earnings (loss) per share (in dollars per share) | $ (0.23) | $ (0.21) | $ (0.32) | $ (0.44) | $ (0.88) | $ 0.57 | $ (2.01) |
Other comprehensive (loss) income | |||||||
Foreign currency translation adjustment | $ (45) | $ (1,255) | $ (4,567) | $ (44) | $ 47 | $ (420) | $ (1,314) |
Total comprehensive (loss) income | $ (15,276) | $ (7,938) | $ (26,121) | $ (13,713) | $ (28,933) | $ 9,478 | $ (27,667) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Public offering | Private placement | Common Stock | Common StockPublic offering | Common StockPrivate placement | Additional Paid-In Capital | Additional Paid-In CapitalPublic offering | Additional Paid-In CapitalPrivate placement | Accumulated Other Comprehensive Income(Loss) | Total Accumulated Deficit |
Beginning balance (in shares) at Jan. 31, 2017 | 12,368,313 | ||||||||||
Beginning balance at Jan. 31, 2017 | $ (4,398) | $ 124 | $ 112,995 | $ (3,033) | $ (114,484) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issue of common stock, net of offering costs (in shares) | 1,677,850 | ||||||||||
Issue of common stock, net of offering costs | $ 18,288 | $ 17 | $ 18,271 | ||||||||
Issue of common stock as consideration for a business combination (in shares) | 586,854 | ||||||||||
Issue of common stock as consideration for a business combination | 6,689 | $ 6 | 6,683 | ||||||||
New share capital issued from exercise of warrants (in shares) | 10,000 | ||||||||||
New share capital issued from exercise of warrants | $ 13 | 13 | |||||||||
Issuance on common stock from exercise of share options (in shares) | 0 | 69,707 | |||||||||
Issuance on common stock from exercise of share options | $ 521 | 521 | |||||||||
Stock-based compensation | 2,091 | 2,091 | |||||||||
Unrealized loss on foreign currency translation adjustments | (1,314) | (1,314) | |||||||||
Net (loss) / income | $ (26,353) | (26,353) | |||||||||
Ending balance (in shares) at Jan. 31, 2018 | 14,712,724 | 14,712,724 | |||||||||
Ending balance at Jan. 31, 2018 | $ (4,463) | $ 147 | 140,574 | (4,347) | (140,837) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issue of common stock, net of offering costs (in shares) | 1,666,666 | 15,625,000 | |||||||||
Issue of common stock, net of offering costs | $ 19,877 | $ 24,500 | $ 17 | $ 156 | $ 19,860 | $ 24,344 | |||||
Issuance on common stock from exercise of share options (in shares) | 0 | 73,584 | |||||||||
Issuance on common stock from exercise of share options | $ 133 | $ 1 | 132 | ||||||||
Stock-based compensation | 6,295 | 6,295 | |||||||||
Unrealized loss on foreign currency translation adjustments | (420) | (420) | |||||||||
Net (loss) / income | $ 9,898 | 9,898 | |||||||||
Ending balance (in shares) at Jan. 31, 2019 | 32,077,974 | 32,077,974 | |||||||||
Ending balance at Jan. 31, 2019 | $ 55,820 | $ 321 | 191,205 | (4,767) | (130,939) | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 16,452,976 | ||||||||||
Beginning balance at Dec. 31, 2018 | 32,170 | $ 165 | 166,628 | (6,571) | (128,052) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issue of common stock, net of offering costs (in shares) | 15,625,000 | ||||||||||
Issue of common stock, net of offering costs | 24,501 | $ 156 | 24,345 | ||||||||
Issuance on common stock from exercise of share options (in shares) | 20,975 | ||||||||||
Issuance on common stock from exercise of share options | 2 | 2 | |||||||||
Stock-based compensation | 604 | 604 | |||||||||
Unrealized loss on foreign currency translation adjustments | (44) | (44) | |||||||||
Net (loss) / income | (13,669) | (13,669) | |||||||||
Ending balance (in shares) at Jun. 30, 2019 | 32,098,951 | ||||||||||
Ending balance at Jun. 30, 2019 | $ 43,564 | $ 321 | 191,579 | (6,615) | (141,721) | ||||||
Beginning balance (in shares) at Jan. 31, 2019 | 32,077,974 | 32,077,974 | |||||||||
Beginning balance at Jan. 31, 2019 | $ 55,820 | $ 321 | 191,205 | (4,767) | (130,939) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issue of common stock, net of offering costs (in shares) | 35,075,690 | ||||||||||
Issue of common stock, net of offering costs | $ 49,503 | $ 351 | $ 49,152 | ||||||||
Issuance on common stock from exercise of share options (in shares) | 0 | 24,390 | |||||||||
Issuance on common stock from exercise of share options | $ 2 | 2 | |||||||||
Stock-based compensation | 845 | 845 | |||||||||
Unrealized loss on foreign currency translation adjustments | 47 | 47 | |||||||||
Net (loss) / income | $ (28,980) | (28,980) | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 67,178,054 | 67,178,054 | |||||||||
Ending balance at Dec. 31, 2019 | $ 77,237 | $ 672 | 241,204 | (4,720) | (159,919) | ||||||
Beginning balance (in shares) at Mar. 31, 2019 | 32,077,976 | ||||||||||
Beginning balance at Mar. 31, 2019 | 51,236 | $ 321 | 191,313 | (5,360) | (135,038) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance on common stock from exercise of share options (in shares) | 20,975 | ||||||||||
Issuance on common stock from exercise of share options | 2 | 2 | |||||||||
Stock-based compensation | 264 | 264 | |||||||||
Unrealized loss on foreign currency translation adjustments | (1,255) | (1,255) | |||||||||
Net (loss) / income | (6,683) | (6,683) | |||||||||
Ending balance (in shares) at Jun. 30, 2019 | 32,098,951 | ||||||||||
Ending balance at Jun. 30, 2019 | $ 43,564 | $ 321 | 191,579 | (6,615) | (141,721) | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 67,178,054 | 67,178,054 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 77,237 | $ 672 | 241,204 | (4,720) | (159,919) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance on common stock from exercise of share options (in shares) | 53,846 | ||||||||||
Issuance on common stock from exercise of share options | 3 | 3 | |||||||||
Stock-based compensation | 827 | 827 | |||||||||
Unrealized loss on foreign currency translation adjustments | (4,567) | (4,567) | |||||||||
Net (loss) / income | $ (21,554) | (21,554) | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 67,231,900 | 67,231,900 | |||||||||
Ending balance at Jun. 30, 2020 | $ 51,946 | $ 672 | 242,034 | (9,287) | (181,473) | ||||||
Beginning balance (in shares) at Mar. 31, 2020 | 67,231,900 | ||||||||||
Beginning balance at Mar. 31, 2020 | 66,692 | $ 672 | 241,504 | (9,242) | (166,242) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation | 530 | 530 | |||||||||
Unrealized loss on foreign currency translation adjustments | (45) | (45) | |||||||||
Net (loss) / income | $ (15,231) | (15,231) | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 67,231,900 | 67,231,900 | |||||||||
Ending balance at Jun. 30, 2020 | $ 51,946 | $ 672 | $ 242,034 | $ (9,287) | $ (181,473) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Cash flows from operating activities | |||||
Net (loss) / profit | $ (21,554) | $ (13,669) | $ (28,980) | $ 9,898 | $ (26,353) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||
Gain on remeasurement or derecognition of financial liabilities on funding arrangements | 0 | (715) | (1,181) | ||
(Gain)/loss on recognition of contingent consideration payable | (100) | 2 | 2 | 1,001 | 0 |
Remeasurement/derecognition of financial liabilities on funding | 0 | (3,695) | (4,029) | ||
Interest expense | 120 | 156 | 286 | 615 | 1,544 |
Unrealized foreign exchange gain | (294) | (122) | 423 | 0 | 0 |
Depreciation of operating right-of-use assets | 187 | 352 | 347 | 187 | 184 |
Depreciation | 175 | 22 | 321 | 665 | 198 |
Amortization of intangible fixed assets | 522 | 535 | 970 | 1,100 | 137 |
Loss on disposal of assets | 0 | 34 | 13 | 55 | 54 |
Impairment of goodwill and intangible assets | 0 | 5,290 | 0 | ||
Stock-based compensation | 827 | 604 | 845 | 6,295 | 2,091 |
Deferred income taxes | 143 | (81) | (147) | (935) | 2,360 |
Changes in operating assets and liabilities: | |||||
Accounts receivable | 41 | 8,720 | 5,439 | (2,467) | (2,085) |
Prepaid expenses | (348) | (6,985) | 952 | (1,260) | (7,553) |
Other current assets | 54 | 0 | 492 | 580 | (2,039) |
Research and development tax credit receivable | (4,463) | 3,712 | 3,154 | (2,216) | (683) |
Deferred revenue and income | 3,083 | (1,078) | (2,358) | (48,973) | 13,763 |
Accounts payable | (1,111) | (804) | (1,306) | (10) | 2,573 |
Accrued liabilities | (548) | 312 | (51) | 144 | 1,840 |
Contingent consideration paid | 0 | (713) | (703) | 0 | 0 |
Lease liabilities | (225) | (232) | (456) | (430) | (387) |
Other liabilities | 0 | (235) | (1,935) | ||
Net cash used by operating activities | (23,491) | (9,235) | (20,757) | (35,106) | (21,501) |
Investing activities | |||||
Acquisition, net of cash acquired | 0 | 0 | (6,213) | ||
Contingent consideration paid | 0 | (167) | 0 | ||
Purchase of property, plant and equipment | (159) | (118) | (205) | (157) | (668) |
Purchase of intangible assets | (168) | (107) | (136) | (7) | (154) |
Net cash used by investing activities | (327) | (225) | (341) | (331) | (7,035) |
Financing activities | |||||
Proceeds from issue of share capital | 0 | 25,081 | 50,415 | 46,084 | 20,222 |
Transaction costs on share capital issued | 0 | (580) | (912) | (1,707) | (1,934) |
Proceeds from exercise of warrants | 0 | 0 | 13 | ||
Proceeds from exercise of share options | 3 | 2 | 2 | 133 | 521 |
Net cash generated from financing activities | 3 | 24,503 | 49,505 | 44,510 | 18,822 |
Increase (decrease) in cash and cash equivalents | (23,815) | 15,043 | 28,407 | 9,073 | (9,714) |
Effect of exchange rates on cash and cash equivalents | (3,617) | 29 | 190 | (2,323) | 2,893 |
Cash and cash equivalents at beginning of the period / year | 63,842 | 12,138 | 35,245 | 28,495 | 35,316 |
Cash and cash equivalents at end of the period / year | $ 36,410 | $ 27,210 | 63,842 | 35,245 | 28,495 |
Supplemental Disclosure of Cash Flow Information | |||||
Cash paid for income taxes | 63 | 72 | 554 | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||||
Right-of-use assets obtained in exchange for new operating leases | 0 | 0 | 2,212 | ||
Acquisition of a business through the issuance of stock | $ 0 | $ 0 | $ 6,690 |
Nature of the business
Nature of the business | 11 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the business | Nature of the business Summit Therapeutics Inc. ("Summit" or the "Company") is the successor to Summit Therapeutics plc, a company organized under the laws of the United Kingdom ("Summit U.K."). As part of the plan to cause the publicly traded parent company of Summit to be a Delaware corporation (the "Redomiciliation Transaction"), after the close of market trading on September 18, 2020, Summit and Summit U.K. completed a statutory scheme of arrangement under U.K. law pursuant to which all Summit U.K. outstanding ordinary shares were exchanged on a five-for-one basis for newly issued shares of Summit common stock and Summit U.K. became a wholly-owned subsidiary of Summit. The scheme of arrangement was accounted for as an exchange of equity interests among entities under common control. All assets and liabilities of Summit U.K. were assumed by Summit, resulting in the retention of the historical basis of accounting as if they had always been combined for accounting and financial reporting purposes. Unless stated otherwise or the context otherwise requires, references to "Summit", "Group", "we", "our" and "us" mean Summit Therapeutics Inc. and its consolidated subsidiaries from the effective date of the Redomiciliation Transaction. Summit is a biopharmaceutical company focused on the discovery, development and commercialization of novel antibiotics for serious infectious diseases. Summit is conducting a Phase 3 clinical program focused on the infectious disease C. difficile infection, or CDI. It is also seeking to expand the product candidate portfolio through the development of new mechanism, precision antibiotics using the proprietary Discuva Platform. Revision and Immaterial Correction of an Error in Previously Issued Financial Statements During the quarter ended June 30, 2020, management identified an error affecting Other Operating Income and Deferred Revenue and Income related to the funding agreement with BARDA. In our previously issued December 31, 2019 financial statements under IFRS, the Company incorrectly recognized $0.9 million of other operating income related to the agreement. The misstatement had no net impact on the Company’s consolidated statements of cash flows. Management concluded that the correction was not material to previously issued consolidated financial statements. Since these revisions were not material to any previously issued annual or interim financial statements, no amendments to previously filed financial statements were required. Consequently, the Company has adjusted for these errors by revising the December 31, 2019 balances herein. The effect of the immaterial correction of an error in our previously issued consolidated financial statements as of and for the eleven months ended December 31, 2019 is as follows: Balance Sheet As of December 31, 2019 Previously Reported Adjustments As Revised (in thousands) Research and development tax credit receivable $ 4,824 $ 260 $ 5,084 Total current assets $ 79,368 $ 260 $ 79,628 Total assets $ 96,419 $ 260 $ 96,679 Deferred revenue and income $ 1,497 $ 1,118 $ 2,615 Total current liabilities $ 12,649 $ 1,118 $ 13,767 Total liabilities $ 18,324 $ 1,118 $ 19,442 Accumulated deficit $ (159,061) $ (858) $ (159,919) Total stockholders’ equity $ 78,095 $ (858) $ 77,237 Total liabilities and stockholders’ equity $ 96,419 $ 260 $ 96,679 Statement of Operations Eleven Months ended December 31, 2019 Previously Reported Adjustments As Revised (in thousands) Other operating income $ 23,730 $ (858) $ 22,872 Operating loss $ (27,947) $ (858) $ (28,805) Net loss $ (28,122) $ (858) $ (28,980) Basic earnings (loss) per share $ (0.86) $ (0.02) $ (0.88) Diluted earnings (loss) per share $ (0.86) $ (0.02) $ (0.88) |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation Summit Therapeutics Inc. ("Summit" or the "Company") is the successor to Summit Therapeutics plc, a company organized under the laws of the United Kingdom ("Summit U.K.") As part of the plan to cause the publicly traded parent company of Summit to be a Delaware corporation ( the "Redomiciliation Transaction") on September 18 2020, Summit and Summit U.K. completed a statutory scheme of arrangement under U.K. law pursuant to which all Summit U.K. outstanding ordinary shares were exchanged on a five-for-one basis for newly issued shares of Summit common stock and Summit U.K. became a wholly-owned subsidiary of Summit. The scheme of arrangement was accounted for as an exchange of equity interests among entities under common control. All assets and liabilities of Summit U.K. were assumed by Summit, resulting in the retention of the historical basis of accounting as if they had always been combined for accounting and financial reporting purposes. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States ("GAAP") for complete consolidated financial statements are not included herein. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto of Summit Therapeutics Inc. and its consolidated subsidiaries (the "Group") which are included in this Current Report on Form 8-K. In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2020, and its results of operations for the three months and six months ended June 30, 2020 and 2019, and cash flows for the six months ended June 30, 2020 and 2019. The balance sheet at December 31, 2019, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The results of the period are not necessarily indicative of full year results. During the first quarter of 2020, there was a global outbreak of a novel coronavirus, or COVID-19, which was subsequently declared as a pandemic by the World Health Organization. The global impact of the outbreak rapidly evolved, triggering a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. Management believes the estimates and assumptions underlying our unaudited interim consolidated financial statements are reasonable and supportable based on the information available as of June 30, 2020, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally makes any estimates and assumptions as of June 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates. |
Going concern
Going concern | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going concern | Going concern The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of the business. As of June 30, 2020, the Company had an accumulated deficit of $181.5 million. During the three months and six months ended June 30, 2020, the Company incurred a net loss of $15.2 million and $21.6 million, respectively, and used $23.5 million of cash in operating activities. The Company expects to continue to generate operating losses for the foreseeable future. As of June 30, 2020, the Company had cash and cash equivalents of $36.4 million. Based on management's forecasts, the Company's existing cash and cash equivalents, anticipated payments from BARDA under its contract for the development of ridinilazole and anticipated milestone payments from its license and commercialization agreement with Eurofarma are expected to be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements through January 31, 2021. The Company will need to raise additional funding in order to support, beyond this date, its planned research and development efforts, its preparatory commercialization related activities should ridinilazole receive marketing approval, as well as to support activities associated with operating as a public company in the United States. The principal stockholder, Chief Executive Officer and Executive Chairman of the Company, Mr. Robert W. Duggan, has indicated his intention to the Board of Directors to participate in a future fundraise as required in order to support the Company's clinical operations and planned research and development efforts. In addition the Company continues to evaluate other options to finance its cash needs through a combination of some, or all, of the following: equity offerings, collaborations, strategic alliances, grants and clinical trial support from government entities, philanthropic, non-government and not-for-profit organizations and patient advocacy groups, debt financings, and marketing, distribution or licensing arrangements. While the Company believes that the required funds will be available before the end of January 2021, there can be no assurance that the Company will be able to generate funds, on terms acceptable to the Company, on a timely basis or at all, which would impact the Company’s ability to continue as a going concern. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. Should the Company be unable to raise additional funding, management believes it has the ability to take mitigating action to fund its operating expenses and capital expenditure requirements in relation to its clinical development activities for only a short period beyond January 31, 2021. These circumstances led management to conclude that substantial doubt on the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements exists. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Going concern The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of the business. As of December 31, 2019, the Company had an accumulated deficit of $159.9 million. During the year ended December 31, 2019, the Company incurred a net loss of $29.0 million and used $20.8 million of cash in operating activities. The Company expects to continue to generate operating losses and use cash to fund operations for the foreseeable future. As of December 31, 2019, the Company had cash and cash equivalents of $63.8 million. Based on management's forecasts, the Company's existing cash and cash equivalents, anticipated payments from BARDA under its contract for the development of ridinilazole and anticipated milestone payments from its license and commercialization agreement with Eurofarma are expected to be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements through January 31, 2021. The Company will need to raise additional funding in order to support, beyond this date, its planned research and development efforts, its preparatory commercialization related activities should ridinilazole receive marketing approval, as well as to support activities associated with operating as a public company in the United States. The Principal shareholder of the Company, Mr. Robert W. Duggan, has given his intention to the Board of Directors to participate in a future fundraise as required in order to support the Company with its clinical operations and planned research and development efforts. In addition the Company continues to evaluate other options to finance its cash needs through a combination of some, or all, of the following: equity offerings, collaborations, strategic alliances, grants and clinical trial support from government entities, philanthropic, non-government and not-for-profit organizations and patient advocacy groups, debt financings, and marketing, distribution or licensing arrangements. While the Company believes that the required funds will be available before the end of January 2021, there can be no assurance that the Company will be able to generate funds, on terms acceptable to the Company, on a timely basis or at all, which would impact the Company’s ability to continue as a going concern. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. |
Summary of significant accounti
Summary of significant accounting policies | 11 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies The accompanying consolidated financial statements have been prepared by the Group in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In December 2019, the Board of Directors adopted a resolution to change the Group’s fiscal year end from January 31 to December 31, commencing December 31, 2019. Use of estimates The preparation of the consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the accrual of research and development expenses. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. Basis of consolidation The consolidated financial statements includes accounts of the Group and its wholly owned subsidiaries. Intercompany balances and transactions are eliminated. Foreign currency translation The financial results of the Group's activities are reported in U.S. dollars (“USD”). The statement of comprehensive income of foreign subsidiaries whose functional currencies are other than USD are translated into USD using average exchange rates for the period. The net assets of foreign subsidiaries whose functional currencies are other than USD are translated into USD using exchange rates as of the balance sheet date. The effects that arise from translating these subsidiaries at changing rates are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity (deficit). Revenue recognition Effective January 1, 2018, the Group adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”), using the full retrospective method. Under this method, results for reporting periods beginning after January 1, 2017 are presented in accordance with ASC 606. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards. We enter into out-licensing agreements within the scope of ASC 606, Revenue from Contracts with Customers, under which we license certain rights to our product candidates to third parties. Such agreements may include the transfer of intellectual property rights in the form of licenses, transfer of technological know-how, delivery of drug substances, research and development services, and participation on certain committees with the counterparty. Payments made by the customers may include one or more of the following: non-refundable, up-front license fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services we provide through our contract manufacturers; and royalties on net sales of licensed products if they are successfully approved and commercialized. Each of these payments may result in license, collaboration, or other revenue, except revenue from royalties on net sales of licensed products, which would be classified as royalty revenue. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our out-licensing agreements, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Group must use significant judgment to determine: (a) the performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the standalone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Group also uses judgment to determine whether milestone payments or other variable consideration, except for royalties and sales-based milestones, should be included in the transaction price, as described below. The transaction price is allocated to each performance obligation based on the relative standalone selling price of each performance obligation in the contract, and the Group recognizes revenue based on those amounts when, or as, the performance obligations under the contract are satisfied. Exclusive Licenses If the license to the Group’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Group recognizes revenue from nonrefundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a promise or performance obligation is distinct from the other promises, the Group considers factors such as the research, development, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Group considers whether the collaboration partner can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises. For licenses that are combined with other promises, the Group utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Group evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. The measure of progress, and the resulting periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research, development and licensing arrangement. Such a change could have a material impact on the amount of revenue the Group records in future periods. Under the Group’s existing license and collaboration agreements, the Group has concluded that the transfer of control to the customer occurs over the time period that the research and development services are to be provided by the Group, and this cost-to-cost method is, in management’s judgment, the best measure of progress towards satisfying the performance obligation. Milestone Payments At the inception of each arrangement that includes potential research, development or regulatory milestone payments, the Group evaluates whether the milestones are considered likely to be met and estimates the amount to be considered for inclusion in the transaction price using the most-likely-amount method. If it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur, the associated milestone payment value is included in the transaction price. For milestone payments due upon events that are not within the control of the Group or the licensee, such as regulatory approvals, the Group is not able to assert that it is likely that the regulatory approval will be granted and that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur until those approvals are received. In making this assessment, the Group evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone. There is considerable judgment involved in determining whether it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur. At the end of each subsequent reporting period, the Group reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price of the arrangement. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the amounts of revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments due upon first commercial sales or based on a level of sales, that are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Group recognizes revenue at the later of (i) the occurrence of the related sales or (ii) the date upon which the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Group has not recognized any royalty revenue from any of its licensing arrangements. Manufacturing Supply Services: Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered options. The Group assesses if these options provide a material right to the licensee and, if so, they are accounted for as separate performance obligations. If the Group is entitled to additional payments when the customer exercises these options, any additional payments are recorded when the customer obtains control of the goods, which is upon delivery. To date, the Group has not yet entered into any manufacturing supply arrangements Income Recognition for Government Grants The Group generates income from government contracts that reimburse the Group for certain allowable costs for funded projects. For contracts with government agencies where the funding arrangement is considered central to the Group’s ongoing operations, the Group classifies the recognized funding received as other income. Income from government grants is recognized as the qualifying expenses related to the contracts are incurred, provided that there is reasonable assurance of recoverability. If the government agency approves the project proposed by the Group, the government agency funds the project upon receipt of the support for the costs incurred up to the contract limit. Income recognized upon incurring qualifying expenses in advance of billing is recorded as accrued income, a component of other current assets, in the consolidated balance sheet. Grant income is not recognized as deductions of research and development costs because the Group acts as the principal in conducting the research and development activities and these contracts are central to the ongoing operations. The funds received through these means are held as deferred income in the consolidated balance sheets and are released to the consolidated statement of operations and comprehensive (loss)/income as the underlying expenditure is incurred and to the extent the conditions of the grant are met. The related costs incurred by the Group are included in research and development expense in the Group’s consolidated statements of operations and comprehensive loss. As a company that carries out extensive research and development activities, we seek to benefit from two UK R&D tax credit cash rebate regimes: Small and Medium Enterprise, or SME, Program and the Research and Development Expenditure Credit, or RDEC, Program. Qualifying expenditures largely comprise employment costs for research staff, consumables, a proportion of relevant, permitted sub-contract costs and certain internal overhead costs incurred as part of research projects for which we do not receive income. Tax credits related to the SME Program and RDEC are recorded as other operating income, as they are similar to grant income, in the consolidated statements of operations and other comprehensive (loss)/income. Under both schemes, the Group receives cash payments. Business combinations Business combinations are accounted for under the acquisition method. Acquired assets and assumed liabilities are measured at their fair values at the acquisition date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within general and administrative expenses. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is assigned to reporting units and evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Group concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). Intangible assets Intangibles assets include patents, licenses, option over non-financial assets and a research and development discovery platform ("Discuva Platform"). Patents, licenses, option over non-financial assets are initially recorded at fair value, assigned an estimated useful life, and amortized primarily on a straight-line basis over their estimated useful lives (see below). The Group periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. The intangible asset relating to the acquired Discuva Platform capitalized as part of the acquisition of Discuva Limited in December 2017 is a software based platform and is available for alternative use. As such, it is subject to amortization over the period of the relevant associated patents. Other intangible assets are amortized in equal installments over their useful estimated lives as follows: All patents (once filed) Over the period of the relevant patents (assumed to be 20 years) Software licenses 3-5 years Option over non-financial assets Over the period of the relevant agreement Amortization of intangible assets is included as part of the research and development expense line shown on the face of the consolidated statement of operations and comprehensive income/(loss). Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation. Cost comprises the purchase price plus any incidental costs of acquisition and commissioning. Depreciation is calculated based on cost, less residual value, in equal annual installments over their estimated useful lives as follows. The residual value, if not insignificant, is reassessed annually. Leasehold improvements Over the period of the remaining lease Laboratory equipment 2-10 years Office and IT equipment 3-5 years Depreciation is recognized as part of the general and administrative and research and development expense lines shown on the face of the consolidated statement of operations and comprehensive income/(loss). Leases The Group determines if an arrangement is a lease at inception. At the lease commencement date, we measure and recognize a lease liability and a right of use ("ROU") asset in the financial statements. ROU assets represent the Group's right to use an underlying asset for the lease term, and the lease liabilities represent the Group's obligation to make lease payments arising from the lease. Lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of the Group's’s leases do not provide an implicit rate, the Group uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. ROU asset is measured at the initial measurement of the lease liability, plus any lease payments made prior to the commencement date and any initial direct costs incurred, less any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the periods in which they are incurred. The Group has lease agreements with lease and non-lease components. For all leases with non-lease components the Group accounts for the lease and non-lease components as a single lease component. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Group recognizes lease expense for its short-term leases on a straight-line basis over the lease term. See Note 4 New accounting standards for details of the impact of the initial adoption of ASC 842. Financial liabilities on funding arrangements When entering into funding agreements with charitable and not for profit organizations, management is required to assess whether, based on the terms of the agreement, it can avoid a transfer of cash by settling using a non-financial obligation. Under U.S. GAAP, when such arrangements also give the counterparties rights over unexploited intellectual property, all or part of the funding agreement should be accounted for as a financial liability recognized in the balance sheet rather than as a charitable grant. Financial liabilities are initially recognized at fair value using a discounted cash flow model with the difference between the fair value of the liability and the cash received considered to represent a charitable grant. The financial liabilities are subsequently measured at amortized cost using discounted cash flow models which calculate the risk adjusted net present values of estimated potential future cash flows for the relevant project. The financial liabilities are remeasured when there is a specific significant event that provides evidence of a significant change in the probability of successful development such as the completion of a phase of research or public reporting of significant interim data and changes in use or market for a product. The model is updated for changes in the clinical probability of success and other associated assumptions with the discount factor remaining unchanged within the model. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, share-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non - refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Milestone and other payments made to third-parties with respect to in-process research and development, in accordance with the Group’s license, acquisition and other similar agreements are expensed when determined to be probable and estimable. Research Contract Costs and Accruals The Group has entered into various research and development contracts with other companies. These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred. The Group records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Group analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Group’s estimates. The Group’s historical accrual estimates have not been materially different from the actual costs. Share-based payments The Group measures and recognizes compensation expense for all stock option and restricted stock unit awards based on the estimated fair value of the award on the grant date. The Group uses the Black-Scholes option pricing model to estimate the fair value of stock option awards. The fair value is recognized as expense, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis for each separately vesting portion of the award when the only condition to vesting is continued service. If vesting is subject to a market or performance condition, recognition is based on the derived service period of the award. Expense for awards with performance conditions is estimated and adjusted on a quarterly basis based upon the assessment of the probability that the performance condition will be met. Use of the Black-Scholes option-pricing model requires management to apply judgment under highly subjective assumptions. These assumptions include: • Expected term—The expected term represents the period that the stock-based awards are expected to be outstanding and is based on the average period the stock options are expected to be outstanding and was based on our historical information of the options exercise patterns and post-vesting termination behavior. • Expected volatility—The expected volatility was calculated based on historical volatility since its IPO. • Risk-free interest rate—The risk-free interest rate is based on the United States Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. • Expected dividend—The Group has no plans to pay dividends on its common stock. Therefore, the Group used an expected dividend yield of zero. The Group accounts for forfeitures of share-based awards when they occur. Stock option and restricted stock unit awards have been granted at fair value to nonemployees, in connection with research and consulting services provided to the Group, and to employees, in connection with Stock Purchase and Restriction Agreements. Equity awards generally vest over terms of three Income taxes The provision for income taxes is determined using the asset and liability approach. Tax laws may require items to be included in tax filings at different times than the items are reflected in the financial statements. A current asset or liability is recognized for the estimated taxes receivable or payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are initially recognized at enacted tax rates in force at the time of initial recognition and are subsequently adjusted for any enacted changes in tax rates and tax laws. Subsequent changes to deferred taxes originally recognized in equity are recognized in income. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. We have recorded a full valuation allowance against the deferred tax assets. Concentration of credit risk Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of short-term cash deposits and accounts receivable. Cash is held at a variety of financial institutions with strong credit ratings; these cash deposits typically bore minimal credit risk in the year. Cash balances maintained during the year have been principally held with reputable U.K.-based and U.S.-based banks and building societies. The Group does not believe that this constituted a major credit risk. As of December 31, 2019, January 31, 2019 and January 31, 2018 the majority of cash and cash equivalents were placed with HSBC Bank plc. The credit risk with respect to customers is limited as the Group has only a small number of customers, previously being Sarepta and Eurofarma and now solely Eurofarma. The Group had $0.5 million of accounts receivables outstanding at December 31, 2019, from Sarepta. The remaining receivables of $5.1 million bear no credit risk as these are predominately comprised of tax receivables. Financial instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Warrants Warrants issued by the Group are recognized and classified as equity when, upon exercise, the Group would issue a fixed amount of its own equity instruments (common stock) in exchange for a fixed amount of cash or another financial asset. Consideration received, net of incremental costs directly attributable to the issue of such new warrants, is shown in equity. Such warrants are not remeasured at fair value in subsequent reporting periods. |
New accounting standards
New accounting standards | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | ||
New accounting standards | New accounting standards Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance on the measurement of current expected credit losses (“CECL”) on financial instruments. The new guidance has replaced the incurred loss methodology of recognizing credit losses on financial instruments with a methodology that estimates the expected credit loss on financial instruments and reflects the net amount expected to be collected on the financial instrument. The Group adopted this change in accounting principle as of January 1, 2020 using the modified retrospective method. Accordingly, financial information for periods prior to the date of initial application has not been adjusted. The adoption of the new CECL guidance had no material impact on the Group. Additional new accounting guidance became effective for the Group as of January 1, 2020 that the Group reviewed and concluded was either not applicable to its operations or had no material effect on its Consolidated Financial Statements in the current or future fiscal years. Recent accounting standards not yet adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this ASU are intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments are also intended to improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Group is currently in the process of evaluating the impact of this ASU on the Group’s consolidated financial statements. The Group reviewed all other newly issued accounting pronouncements and concluded that they either are not applicable to the Group's operations or that no material effect is expected on the Group's Consolidated Financial Statements when adoption is required in the future. | New accounting standards Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board ("FASB") issued new accounting guidance for the accounting and reporting of leases ( ASU 2016-02 that lessees recognize a right-of-use asset and a lease liability for each of its leases (other than leases that meet the definition of a short-term lease). Leases are classified as either operating or finance. Operating leases result in straight-line expense in the income statement (similar to previous operating leases), while finance leases result in more expense being recognized in the earlier years of the lease term (similar to previous capital leases). Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840. The Group adopted this new standard effective February 1, 2018, as required, using the modified retrospective transition approach implemented as of the earliest period presented and through comparative periods in the Group's financial statements. Under this method, the Group has adjusted its results for the years ended January 31, 2018, and 2019, and applicable interim periods, and elected available practical expedients. The Group has assessed the effect of adoption of this standard as it relates to its leased properties in Oxford and Cambridge, U.K., and has concluded that any other contracts are not within the scope of ASC 842 . The adoption of this standard had a material impact on the consolidated balance sheets due to the recognition right-of-use assets (“ROU assets”) and lease liabilities, but an immaterial impact on the Group’s consolidated statements of operation and comprehensive income/loss, consolidated statement of stockholders' equity (deficit), and consolidated statements of cash flows. Upon adoption, the Group recognized $1.8 million of ROU assets and corresponding lease liability. The ROU asset balance was adjusted by the reclassification of pre-existing prepaid expenses of $0.1 million and other deferred rent balance of $0.2 million, respectively Recent accounting standards not yet adopted In June 2016, the FASB issued ASU 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update introduces the current expected credit loss ("CECL") model. Under this model, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update will be effective for the Group for fiscal years beginning on January 1, 2020. The adoption of this update will not have a material impact on the Group’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. Under the guidance, public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This update will be effective for the Group for fiscal years beginning on January 1, 2020. The adoption of this update will not have a material impact on the Group’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this ASU are intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments are also intended to improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Group is currently in the process of evaluating the impact of this ASU on the Group’s consolidated financial statements. |
Segment reporting
Segment reporting | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Segment reporting | Segment reporting The Group operates in one reportable segment: Drug Development. The chief operating decision-maker has been identified as the Executive Management Team. The Executive Management Team consists of the Chief Executive Officer, the Executive Vice President and the Chief Financial Officer. The Executive Management Team reviews the consolidated operating results regularly to make decisions about the financial and organizational resources and to assess overall performance. The Drug Development segment covers the Group’s research and development activities, primarily comprising the C. difficile infection ("CDI") program and antibiotic pipeline research activities. The corporate and other activities of Summit Therapeutics Ltd. (previously Summit Therapeutics plc), Summit (Oxford) Limited, Summit Therapeutics Sub Inc. and Discuva Limited, which comprise the costs incurred in providing the facilities, finance, human resource and information technology services, are incurred by the main segment of the Group. | Segment reporting The Group operates in one reportable segment: Drug Development. The chief operating decision-maker has been identified as the Executive Management Team. Up until April 2020, this team consisted of the former Chief Executive Officer, the former Chief Operating Officer (prior to his departure in January 2020) and the former Chief Commercial Officer. From April 2020, the Executive Management Team consists of the Chief Executive Officer, the Executive Vice President and the Interim Chief Operating Officer. The Executive Management Team reviews the consolidated operating results regularly to make decisions about the financial and organizational resources and to assess overall performance. The Drug Development segment covers Summit’s research and development activities carried out by the Group, primarily comprising the CDI program and antibiotic pipeline research activities. The corporate and other activities of Summit Therapeutics plc, Summit (Oxford) Limited, Summit Therapeutics Inc and Discuva Limited, which comprise the costs incurred in providing the facilities, finance, human resource and information technology services, are incurred by the main segment of the Group. Substantially all of the Group’s assets are held in the United Kingdom. For details of revenue from external customers by geography refer to Note 7. |
Business combinations
Business combinations | 11 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business combinations | Business Combinations On December 23, 2017, the Group acquired 100% of the share capital of Discuva Limited ('Discuva'), a privately held UK-based company. As part of the acquisition the Group has obtained a bacterial genetics-based platform to generate new mechanism antibiotics. Under the terms of the acquisition, the consideration to Discuva shareholders comprised of $8.1 million in cash ($6.4 million plus the value of net cash acquired by the Group as part of the acquisition) and $6.7 million in new shares of common stock issued to Discuva shareholders at a price of $11.41 per share, representing 586,854 shares of common stock. The Group recognized $2.4 million of goodwill upon the acquisition of Discuva. Goodwill represents the difference between the fair value of the identifiable assets acquired and liabilities assumed for Discuva and the amount paid in consideration and is attributable to the existing Discuva workforce (which cannot be separately valued under accounting standards). The goodwill recognized is not deductible for tax purposes. The consideration paid for Discuva and the identifiable assets acquired and liabilities assumed are as follows: (In thousands) Consideration Cash $ 8,149 586,854 new Summit Therapeutics Shares issued 6,690 Total consideration $ 14,839 Book value Fair value adjustment Fair value (In thousands) Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 1,761 $ — $ 1,761 Property, plant and equipment 440 — 440 Intangible assets - option over non-financial assets 894 — 894 Intangible assets - bacterial genetics-based platform — 14,275 14,275 Trade and other receivables 1,510 — 1,510 Trade and other payables (2,080) — (2,080) Assumed contingent liabilities — (1,961) (1,961) Deferred tax liabilities — (2,427) (2,427) Book and fair value of identifiable net assets 2,525 9,887 12,412 Goodwill — 2,427 2,427 Total consideration $ 2,525 $ 12,314 $ 14,839 The Group has recognized $14.3 million of identified intangible assets acquired related to the bacterial genetics-based platform. See Note 13 'Intangible assets' for further details. The Group has assumed $2.0 million of contingent liabilities as part of the acquisition as, certain employees, former employees and former directors of Discuva are eligible for payments from Discuva based on specified development and clinical milestones related to proprietary product candidates developed under the platform. The timing of these potential payments is uncertain. The gross contractual amount for trade and other receivables due is $1.5 million all of which is expected to be collectible. The results of Discuva have been included in the Group’s Consolidated Income Statement from December 23, 2017, contributing $0.4 million (2.6%) of Group revenues for the year ending January 31, 2018. Discuva contributed a gain of $0.03 million to the Group's total comprehensive loss for the year ended January 31, 2018. Transaction costs Acquisition related costs of $0.5 million have been excluded from the consideration transferred and recognized as a general and administrative expense in the Consolidated Statement of Comprehensive Income for the year ended January 31, 2018. |
Revenue
Revenue | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Revenue Three months ended June 30, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 (in thousands) Analysis of revenue by category Licensing agreements $ 170 $ 156 $ 494 $ 647 $ 170 $ 156 $ 494 $ 647 Revenue recognized in the period consists of amounts received from the license and commercialization agreement with Eurofarma Laboratórios S.A., and amounts received from the license and collaboration agreement with Sarepta Therapeutics, Inc. which was terminated in August 2019. Three months ended June 30, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 (in thousands) Analysis of revenue by geography: United States $ — $ — $ — $ 324 Latin America 170 156 494 323 Europe — — — $ 170 $ 156 $ 494 $ 647 The analysis of revenue by geography has been identified on the basis of the customer’s geographical location. Eurofarma Laboratórios S.A. On December 21, 2017, Summit announced it had entered into an exclusive license and commercialization agreement with Eurofarma Laboratórios S.A. ("Eurofarma"), pursuant to which the Group granted Eurofarma the exclusive right to commercialize ridinilazole in specified countries in South America, Central America and the Caribbean. The Group has retained commercialization rights in the rest of the world. Under the terms of the license and commercialization agreement with Eurofarma, the Group received an upfront payment of $2.5 million from Eurofarma in December 2017. In February 2020, the Group reached the first enrollment milestone and received $1.0 million. The terms of the contract have been assessed under ASC 606 and currently only the upfront payment and the first enrollment milestone is included in the transaction price. The upfront payment and first enrollment milestone were initially reported as deferred revenue in the balance sheet and are recognized as revenue over the development period. For the three months and six months ended June 30, 2020 the Group recognized $0.2 million and $0.5 million of revenue related to the upfront payment and the first enrollment milestone and $0.2 million and $0.3 million for the three and six months ended June 30, 2019 which related to the upfront payment in accordance with the Group's revenue recognition policy. The revenue is being recognized ratably over the performance period. In addition, the Group will be entitled to receive an additional $2.75 million in development milestones upon the achievement of staged patient enrollment targets in the licensed territory in one of the two planned Phase 3 clinical trials of ridinilazole. The Group is eligible to receive up to $21.4 million in development, commercial and sales milestones when cumulative net sales equal or exceed $100.0 million in the Eurofarma licensed territory. Each subsequent achievement of an additional $100.0 million in cumulative net sales will result in the Group receiving additional milestone payments, which, when combined with anticipated product supply transfer payments from Eurofarma paid to the Group in connection with a commercial supply agreement to be entered into between the two parties, will provide payments estimated to range from a mid-teens to high-teens percentage of cumulative net sales in the Eurofarma licensed territory. The Group estimates such product supply transfer payments from Eurofarma will range from a high single-digit to low double-digit percentage of cumulative net sales in the licensed territory. Sarepta Therapeutics, Inc. On October 4, 2016, Summit announced it had entered into an exclusive license and collaboration agreement with Sarepta Therapeutics, Inc. ("Sarepta"). In June 2018, the Group announced the discontinuation of the development of ezutromid after its Phase 2 clinical trial called PhaseOut DMD did not meet its primary or secondary endpoints. As part of the license and collaboration agreement with Sarepta, the Group agreed to collaborate with Sarepta on the research and development of the licensed products pursuant to a joint development plan through a joint steering committee comprised of an equal number of representatives from each party. From January 1, 2018, the Group was responsible for 55% of the budgeted research and development costs related to the licensed products, and Sarepta was responsible for 45% of such costs. Any costs in excess of 110% of the budgeted amount were borne by the party that incurred such costs. This development cost share income is recognized as part of licensing agreements revenue as the Group acted as a principal in the scope of the research and development activities of the agreement. The Group recognized cost share income for both wind-down activities in relation to PhaseOut DMD and next and future generation utrophin modulation development activities of $nil during the three months ended June 30, 2020 and $0.3 million during the six months ended June 30, 2019. Effective as of August 2019, the agreement with Sarepta was terminated with no material ongoing obligations for either party. | Revenue Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Analysis of revenue by category: Licensing agreements $ 743 $ 56,761 $ 15,678 Research collaboration agreement — 327 426 $ 743 $ 57,088 $ 16,104 Revenue recognized in the period consists of amounts received from the license and commercialization agreement with Eurofarma Laboratórios S.A., and amounts received from the license and collaboration agreement with Sarepta Therapeutics, Inc. which was terminated in August 2019. Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Analysis of revenue by geography: United States $ 160 $ 56,099 $ 15,624 Latin America 583 662 54 Europe — 327 426 $ 743 $ 57,088 $ 16,104 The analysis of revenue by geography has been identified on the basis of the customer’s geographical location. Eurofarma Laboratórios S.A. On December 21, 2017, Summit announced it had entered into an exclusive license and commercialization agreement with Eurofarma Laboratórios S.A. ('Eurofarma'), pursuant to which the Group granted Eurofarma the exclusive right to commercialize ridinilazole in specified countries in South America, Central America and the Caribbean. The Group has retained commercialization rights in the rest of the world. Under the terms of the license and commercialization agreement with Eurofarma, the Group received an upfront payment of $2.5 million from Eurofarma in December 2017. The terms of the contract have been assessed under ASC 606 and currently only the upfront payment is included in the transaction price. The upfront payment was initially reported as deferred revenue in the consolidated balance sheets and is recognized as revenue over the development period. The Group recognized revenue related to the upfront payment of $0.6 million during the eleven months ended December 31, 2019. In addition, the Group will be entitled to receive an additional $3.75 million in development milestones upon the achievement of staged patient enrollment targets in the licensed territory in one of the two planned Phase 3 clinical trials of ridinilazole. The Group is eligible to receive up to $21.4 million in development, commercial and sales milestones when cumulative net sales equal or exceed $100.0 million in the Eurofarma licensed territory. Each subsequent achievement of an additional $100.0 million in cumulative net sales will result in the Group receiving additional milestone payments, which, when combined with anticipated product supply transfer payments from Eurofarma paid to the Group in connection with a commercial supply agreement to be entered into between the two parties, will provide payments estimated to range from a mid-teens to high-teens percentage of cumulative net sales in the Eurofarma licensed territory. The Group estimates such product supply transfer payments from Eurofarma will range from a high single-digit to low double-digit percentage of cumulative net sales in the licensed territory. Sarepta Therapeutics, Inc. On October 4, 2016, Summit announced it had entered into an exclusive license and collaboration agreement with Sarepta Therapeutics, Inc. (‘Sarepta’).Under the Sarepta Agreement, the Group received from Sarepta an upfront payment of $40.0 million, in October 2016, and a development milestone payment of $22.0 million, in May 2017, which was payable after the first dosing of the last patient in PhaseOut DMD, its Phase 2 clinical trial of ezutromid. The terms of the contract were assessed under ASC 606, Revenue from contracts with customers , and the upfront payment, first development milestone payment and relevant development cost share income are included in the transaction price which was reported as deferred revenue in the consolidated balance sheet and recognized as revenue over the development period. In June 2018, the Group announced the discontinuation of the development of ezutromid after PhaseOut DMD did not meet its primary or secondary endpoints. As a result, the Group has updated the development period over which the revenues are recognized. The development period was deemed to have concluded in June 2018 in line with when development of ezutromid was discontinued. This resulted in all revenues relating to the Sarepta Agreement that were previously deferred in the balance sheet being released in full to the statement of operations and other comprehensive (loss)/ income. As part of the license and collaboration agreement with Sarepta, the Group agreed to collaborate with Sarepta on the research and development of the licensed products pursuant to a joint development plan through a joint steering committee comprised of an equal number of representatives from each party. From January 1, 2018, the Group was responsible for 55% of the budgeted research and development costs related to the licensed products, and Sarepta was responsible for 45% of such costs. Any costs in excess of 110% of the budgeted amount were borne by the party that incurred such costs. This development cost share income is recognized as part of licensing agreements revenue as the Group acted as a principal in the scope of the research and development activities of the agreement. |
Other operating income
Other operating income | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Other operating income | Other operating income Three months ended June 30, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 (in thousands) Analysis of other operating income by category Income recognized in respect of BARDA $ 1,160 $ 4,356 $ 6,109 $ 10,023 Grant income 83 232 190 548 Research and development credit 2,624 1,906 4,341 3,014 $ 3,867 $ 6,494 $ 10,640 $ 13,585 BARDA In September 2017, the Group was awarded a funding contract from the Biomedical Advanced Research and Development Authority ("BARDA"), an agency of the US government's Department of Health and Human Services' Office of the Assistant Secretary for Preparedness and Response, to fund a specified portion of the clinical and regulatory development activities of ridinilazole for the treatment of CDI. Under the terms of this contract, the Group was initially eligible to receive base period funding of $32 million. In addition, the contract included three option work segments that, if exercised in full by BARDA, would increase the total federal government funding under the contract to approximately $62 million. In August 2018, BARDA exercised one of the option work segments worth $12 million. In June 2019, BARDA increased the total value of the funding contract to up to $63.7 million; at this time, BARDA also exercised a second of the option work segments worth $9.6 million to bring the total amount of committed BARDA funding to $53.6 million. In January 2020, BARDA increased its award by $8.8 million to bring the total amount of the funding contract to $72.5 million and the total amount of committed BARDA funding to $62.4 million. The remaining federal government funding is dependent on BARDA in its sole discretion exercising the final independent option work segment, upon the achievement by the Group of certain agreed-upon milestones for ridinilazole. As of June 30, 2020, an aggregate of $46.6 million of the total committed BARDA funding had been received and the Company has recognized $42.4 million of cumulative income since contract inception. CARB-X In July 2018, the Group was granted a sub-award of up to $4.5 million from the Trustees of Boston University under the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator program ("CARB-X"). Under the CARB-X award, the Group received an initial $2.0 million in funding from CARB-X in July 2018. In February 2020, CARB-X increased the value of the initial funding by $1.2 million. The remaining $2.5 million was split into two option segments. With the Group's decision not to advance the DDS-01 series of antibiotics and to cease work on the gonorrhea program, it is expected CARB-X will cover its remaining share of the work that has been funded under the award. During the three and six months ended June 30, 2020, the Group recognized grant income from CARB-X of $0.1 million and 0.2 million, respectively (three and six months ended June 30, 2019: $0.2 million and $0.5 million, respectively). Research and development credits Credits from research and development ("R&D"), tax credit, consists of the R&D tax credit received in the UK. As a company that carries out extensive research and development activities, we seek to benefit from two UK R&D tax credit cash rebate regimes: Small and Medium Enterprise, or SME, Program and the Research and Development Expenditure Credit ("RDEC") Program. Qualifying expenditures largely comprise employment costs for research staff, consumables, a proportion of relevant, permitted sub-contract costs and certain internal overhead costs incurred as part of research projects for which we do not receive income. Tax credits related to the SME Program and RDEC are recorded as other operating income, as they are similar to grant income, in the consolidated statements of operations and other comprehensive (loss)/income. Under both schemes, the Group receives cash payments. Based on criteria established by Her Majesty’s Revenue and Customs ("HMRC"), a portion of expenditures being carried in relation to our pipeline research and development, clinical trials management and third-party manufacturing development activities are eligible for the SME regime and we expect such elements of expenditure will also continue to be eligible for the SME regime for future accounting periods. | Other operating income Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Analysis of other operating income by category: Income recognized in respect of BARDA $ 16,570 $ 17,375 $ 2,307 Grant income 829 1,575 17 Income on remeasurement or derecognition of financial liabilities on funding arrangements (Note 15) — 715 1,181 Research and development credit 5,473 2,934 5,397 Other income — 8 12 $ 22,872 $ 22,608 $ 8,914 BARDA In September 2017, the Group was awarded a funding contract from the Biomedical Advanced Research and Development Authority ("BARDA"), an agency of the US government's Department of Health and Human Services' Office of the Assistant Secretary for Preparedness and Response, to fund a specified portion of the clinical and regulatory development activities of ridinilazole for the treatment of C. difficile infection ("CDI"). Under the terms of this contract, the Group was initially eligible to receive base period funding of $32 million. In addition, the contract included three option work segments that, if exercised in full by BARDA, would increase the total federal government funding under the contract to approximately $62 million. In August 2018, BARDA exercised one of the option work segments worth $12 million. In June 2019, BARDA increased the total value of the funding contract to up to $63.7 million; at this time, BARDA also exercised a second of the option work segments worth $9.6 million to bring the total amount of committed BARDA funding to $53.6 million. In January 2020, BARDA increased its award by $8.8 million to bring the total amount of the funding contract to $72.5 million and the total amount of committed BARDA funding to $62.4 million. The remaining federal government funding is dependent on BARDA in its sole discretion exercising the final independent option work segment, upon the achievement by the Group of certain agreed-upon milestones for ridinilazole. Grant income includes income from funding arrangements with CARB-X for the Group's antibiotic pipeline research and development activities. The Group recognized income of up to 70% of eligible research and development expenditures which are funded by CARB-X, up to the maximum award. CARB-X In July 2018, the Group was granted a sub-award of up to $4.5 million from the Trustees of Boston University under the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator program, or CARB-X. Under the CARB-X award, the Group received an initial $2.0 million in funding from CARB-X in July 2018. In February 2020, CARB-X increased the value of the initial funding by $1.2 million. The remaining $2.5 million was split into two option segments. With the decision not to advance the DDS-01 series of antibiotics, it is expected CARB-X will cover its remaining share of the work that has been funded under the award. Research and development credits Credits from research and development ("R&D"), tax credit, consists of the R&D tax credit received in the UK. As a company that carries out extensive research and development activities, we seek to benefit from two UK R&D tax credit cash rebate regimes: Small and Medium Enterprise, or SME, Program and the Research and Development Expenditure Credit ("RDEC") Program. Qualifying expenditures largely comprise employment costs for research staff, consumables, a proportion of relevant, permitted sub-contract costs and certain internal overhead costs incurred as part of research projects for which we do not receive income. Tax credits related to the SME Program and RDEC are recorded as other operating income, as they are similar to grant income, in the consolidated statements of operations and other comprehensive (loss)/income. Under both schemes, the Group receives cash payments. Based on criteria established by Her Majesty’s Revenue and Customs, or HMRC, a portion of expenditures being carried in relation to our pipeline research and development, clinical trials management and third-party manufacturing development activities are eligible for the SME regime and we expect such elements of expenditure will also continue to be eligible for the SME regime for future accounting periods. |
Income tax
Income tax | 11 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax | Income tax The components of the Group's (loss)/profit before income taxes for the eleven months ended December 31, 2019 and year ended January 31, 2019 and 2018 consisted of the following: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) United Kingdom $ (29,224) $ 7,549 $ (26,163) United States 133 1,534 281 (Loss)/profit before income taxes $ (29,091) $ 9,083 $ (25,882) Significant components of the provision for income taxes are as follows: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Current income tax benefit United States $ 36 $ 120 $ 471 Total 36 120 471 Deferred income tax benefit United Kingdom (147) (935) — Total (147) (935) — Total income tax $ (111) $ (815) $ 471 The major components of deferred tax assets and liabilities at December 31, 2019 and January 31, 2019 and 2018 are as follows: December 31, 2019 January 31, 2019 January 31, 2018 (in thousands) Deferred tax assets: Net operating loss carryforward $ 20,095 $ 16,272 $ 16,931 Future exercisable shares 319 290 1,315 Provision 34 34 37 Less: Valuation allowance (20,448) (16,596) (18,283) Deferred tax assets, net of valuation allowance — — — Deferred tax liabilities: Temporary differences relating to intangible asset (2,057) (2,198) (3,372) Deferred tax liabilities, gross (2,057) (2,198) (3,372) Deferred tax liabilities, net $ (2,057) $ (2,198) $ (3,372) We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we considered all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. As of December 31, 2019, we had approximately $20.1 million in U.K. loss carryforwards available to use against future taxable profits on a year by year basis to the extent that taxable profits exceed £5.0 million in each year. However, the losses will not lapse and therefore, the full amount will be relieved over time provided there are sufficient profits against which the losses can be utilized. The Group has a full valuation allowance against the deferred tax assets. We expect no substantial limitations on the future use of U.K. loss carry-forwards. The U.K. Finance (No 2) Act 2015, provided for reductions in the main rate of corporation tax from 20% to 19% effective from April 1, 2017, and to 18% effective from April 1, 2020. Subsequently, the Finance Act 2016, provided for a further reduction in the main rate of corporation tax to 17% effective from April 1, 2020. These corporation tax rate reductions have been reflected in the calculation of deferred tax at the year-end date. In the Spring Budget 2020, the Government announced that from April 1, 2020, the corporation tax rate would remain at 19% (rather than reducing to 17%, as previously enacted). This new law was substantively enacted on March 17, 2020. As the proposal to keep the rate at 19% had not been enacted at the balance sheet date, its effects are not included in these consolidated financial statements. However, it is likely that the overall effect of the change, had it been enacted by the balance sheet date, would be to increase the deferred tax asset by $2.4 million and the valuation allowance by an equal amount. The reconciliation between the U.K. statutory income tax rate for Summit and the effective income tax rates are as follows: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 U.K. corporation tax rate 19.00 % 19.00 % 19.17 % Effect of: Adjustment on adoption of ASC 606 — % (36.13) % (12.65) % Adjustment on adoption of ASC 842 — % 0.10 % 0.03 % Change in valuation allowance (11.03) % 11.93 % (3.79) % Non-deductible expenses (1.49) % 25.93 % (1.60) % Refundable R&D tax credit 3.07 % (5.20) % 3.55 % R&D deduction surrendered (9.52) % — % (5.27) % R&D deduction benefit — % (18.62) % — % Overseas profits taxed at different rates (0.16) % 4.25 % (1.26) % Release of temporary difference relating to intangible assets 0.51 % (10.23) % — % Reported effective income tax rate 0.38 % (8.97) % (1.82) % In the U.K., we are entitled to a research and development tax relief for small and medium-sized enterprises which allows us an enhanced deduction rate of 230% on qualifying research and development expenditure (the tax relief). If we incur tax losses, we are entitled to surrender the lesser of unrelieved tax loss sustained and the tax relief. As the realization of the tax relief does not depend on our generation of future taxable income or our ongoing tax status or tax position, we do not consider the tax relief as an element of income tax accounting under ASC 740. For the eleven months ended December 31, 2019 and for the year ended January 31, 2019 and 2018 we recognized research and development tax relief of $4.7 million, $2.5 million and $5.4 million which is included in other operating income in the consolidated statements of operations and other comprehensive (loss)/income. The Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act"), which was signed into law on December 22, 2017, has resulted in significant changes to the United States corporate income tax system. These changes included a federal statutory rate reduction from 35% to 21% and the elimination or reduction in the deductibility of certain credits and limitations, such as credits related to designated orphan drugs, net operating losses, interest expense, and executive compensation. The federal statutory rate reduction took effect on January 1, 2018. This has had minimal impact to the Group as the U.S. entity makes little to no profit. The Company does not have any uncertain tax positions as of December 31, 2019. The Company was audited for fiscal tax year 2015 by the Internal Revenue Service, which was closed with no findings. |
(Loss) _ Earnings per share
(Loss) / Earnings per share | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
(Loss) / Earnings per share | (Loss)/Earnings per share The calculation of loss per share is based on the following data: Three months ended June 30 Six Months ended June 30 2020 2019 2020 2019 (in thousands, except per share data) Net loss $ (15,231) $ (6,683) $ (21,554) $ (13,669) Basic weighted average number of common stock outstanding 67,232 32,094 67,225 31,395 Diluted weighted average number of common stock outstanding 67,232 32,094 67,225 31,395 Basic loss per common stock from operations $ (0.23) $ (0.21) $ (0.32) $ (0.44) Diluted loss per common stock from operations $ (0.23) $ (0.21) $ (0.32) $ (0.44) The number of weighted average options and warrants that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive represented 10,884,102 and 4,213,673 shares of common stock at June 30, 2020 and 2019, respectively. | (Loss) / Earnings per share The calculation of (loss) / earnings per share is based on the following: Eleven month period ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands, except per share data) (Loss) / profit $ (28,980) $ 9,898 $ (26,353) Basic weighted average number of shares of common stock outstanding 32,829 17,140 13,087 Effect of dilution — 88 — Diluted weighted average number of shares of common stock outstanding 32,829 17,229 13,087 Basic (loss) / earnings per share from operations (0.88) 0.58 (2.01) Diluted (loss) / earnings per share from operations (0.88) 0.57 (2.01) Anti-dilutive shares excluded from diluted earnings per share 13,403 1,618 1,715 Basic loss per share has been calculated by dividing the (loss)/earnings for the period by the weighted average number of shares outstanding during period. Diluted earnings per share has been calculated by adjusting the weighted average number of shares of common stock outstanding to assume conversion of all potentially dilutive share options and warrants using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of share options and warrants is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options and warrants that are in-the-money. Potential shares related to certain of the Group’s outstanding stock options and warrants for the eleven months ended December 31, 2019 and the years ended January 31, 2019 and 2018 were excluded because they were anti-dilutive. |
Goodwill
Goodwill | 11 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill December 31, 2019 January 31, 2019 January 31, 2018 (In thousands) Goodwill - beginning of year $ 2,380 $ 3,513 $ 836 Acquisition — — 2,427 Impairment — (881) — Currency translation 12 (252) 250 Goodwill - end of year $ 2,392 $ 2,380 $ 3,513 Goodwill was recognized in respect of acquisitions of MuOx Limited and Discuva Limited. As a result of the Group's decision in June 2018 to discontinue development of ezutromid, management concluded that this was an indication of goodwill impairment associated with the acquisition of MuOx Limited which related to the utrophin program acquired . The Group determined the fair value of our reporting units by using a discounted cash flow methodology, which is largely based on assumptions about future events that may or may not occur as anticipated, and such deviations could have a significant impact on the estimated fair value of our reporting units. These assumptions included, but were not limited to, estimates of discount rates, future growth rates and terminal values for each reporting unit. Based on this review, it was determined that the fair value of MuOx Limited was $0 as there would be no future cash flows attributable to the reporting unit, resulting in a goodwill impairment charge of $0.9 million being recognized in the year ended January 31, 2019. The Group determined the goodwill associated with Discuva Limited was not impaired as the fair value of the reporting units exceeded its net book value. |
Intangible assets
Intangible assets | 11 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets December 31, 2019 January 31, 2019 January 31, 2018 (in thousands) Utrophin program acquired $ 4,379 $ 4,358 $ 4,708 Discuva platform acquired 14,070 14,002 15,125 Option over non-financial assets 881 877 947 Other patents and licenses 432 291 376 Total intangible assets, gross 19,762 19,528 21,156 Less: Accumulated amortization 2,263 1,255 198 Impairment 4,379 4,358 — Intangible assets, net of accumulated amortization $ 13,120 $ 13,915 $ 20,958 As a result of the Group's decision in June 2018 to discontinue development of ezutromid, management concluded that this was an indication of intangible assets impairment and hence reviewed the intangible assets associated with the acquisition of MuOx Limited which related to the utrophin program acquired. Based on this review, an intangible assets impairment charge of $4.4 million related to the utrophin program acquired was recognized during the year ended January 31, 2019. See note 10 for details. Amortization expense was $1.0 million, $1.1 million and $0.1 million, for the periods ended December 31, 2019, January 31, 2019 and 2018, respectively. Estimated future amortization expense related to intangible assets held at December 31, 2019 and January 31, 2019 is as follows: December 31, 2019 January 31, 2019 (in thousands) 2020 $ 1,083 $ 1,150 2021 $ 1,048 $ 1,133 2022 $ 1,048 $ 1,102 2023 $ 1,048 $ 1,102 2024 $ 1,048 $ 1,102 |
Property, plant, and equipment
Property, plant, and equipment | 11 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant, and equipment | Property, plant and equipment Property, plant and equipment consisted of the following: December 31, 2019 January 31, 2019 January 31, 2018 (In thousands) Laboratory equipment $ 638 $ 445 $ 423 Office and IT equipment 654 651 689 Leasehold improvements 250 248 269 1,542 1,344 1,381 Less accumulated depreciation and amortization 1,024 695 428 Property and equipment, net $ 518 $ 649 $ 953 Depreciation expense for the eleven month period ended December 31 and for the years ended January 31, 2019 and 2018 was $0.7 million, $0.9 million and $0.4 million, respectively. For additional details regarding the right-of-use assets under the Group’s lease agreements see Note 18 Leases. |
Prepaid expenses
Prepaid expenses | 11 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses | Prepaid expenses Included within prepaid expenses at December 31, 2019, is $7.7 million (January 31, 2019: $9.0 million; January 31, 2018: $8.4 million) of prepayments relating to research and development expenditure. These amounts are determined based on the estimated costs to complete each study or activity, the estimation of the current stage of completion and the invoices received as well as predetermined milestones which are not reflective of the current stage of development. However, the prepaid balance decreases as the activities progress and if actual costs incurred exceed the prepaid, there will be an accrual The key sensitivity is the estimated current stage of completion of each study or activity. If the estimated stage of completion increased by 5% then the aggregate increase in accruals and decrease in prepayments would result in an overall increase in total research and development expenses of $2.0 million. If the estimated stage of completion decreased by 5%, then the aggregate decrease in accruals and increase in prepayments would result in an overall decrease in total research and development expenses of $1.8 million. In all cases, the full cost of each study or activity is expensed by the time the final report or where applicable, product, has been received. |
Accrued liabilities
Accrued liabilities | 11 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued LiabilitiesIncluded within accrued liabilities at December 31, 2019 is $3.2 million (January 31, 2019: $2.5 million; January 31, 2018: $2.3 million) relating to research and development expenditure. These amounts are determined based on the estimated costs to complete each study or activity, the estimation of the current stage of completion and the invoices received. See Note 14 Prepaid expenses for information regarding the sensitivity of this estimate. |
Financial liabilities on fundin
Financial liabilities on funding arrangements | 11 Months Ended |
Dec. 31, 2019 | |
Financial Liabilities On Funding Arrangements [Abstract] | |
Financial liabilities on funding arrangements | Financial liabilities on funding arrangements The Group entered into charitable funding arrangements with the Wellcome Trust and the U.S. not for profit organizations, the Muscular Dystrophy Association ("MDA") and Duchenne Partners Fund ("DPF"). In exchange for the funding provided, these arrangements required the Group to pay royalties on potential future revenues generated from the CDI and DMD programs respectively or transfer the rights over unexploited intellectual property. Discount factors used in the financial liability models were calculated using appropriate measures and rates obtained in the period that the funding agreements were entered into and are in the range of 16% to 18% for the financial liabilities of funding arrangements previously recognized. Because of the Group's decision in June 2018 to discontinue the development of ezutromid, the financial liabilities attributable to the charitable funding arrangements with MDA and DPF were remeasured during the year ended January 31, 2019, as future royalties on revenues generated from the DMD program are no longer anticipated. This remeasurement resulted in a credit to the Statement of Operations and Comprehensive Loss . The portion of the credit presented as other operating income during the year ended January 31, 2019, represents the component of the funding received from MDA and DPF not previously credited to the consolidated statement of operations and comprehensive income/(loss) upon initial recognition of the financial liability. The portion of the credit presented as finance income during the year ended January 31, 2019, relates to previous remeasurements and discounting associated with the financial liability which were previously recognized as finance costs. The value of the estimated financial liabilities for funding arrangements as of December 31, 2019 and January 31, 2019, amounted to $0. December 31, 2019 January 31, 2019 January 31, 2018 (in thousands) At February 1 $ — $ 4,380 $ 7,449 Unwinding of discount factor — 309 981 Derecognition of financial liabilities- finance income — — (4,014) Remeasurement of financial liabilities on funding arrangements - — (3,695) 533 Net finance income on funding arrangements accounting for as financial liabilities — (3,386) (2,500) Remeasurement or derecognition of financial liabilities – other operating income — (715) (1,181) Currency translation — (279) 612 At December 31/January 31 $ — $ — $ 4,380 As the Group is discontinuing the development of ezutromid, there are no sensitivities disclosed in relation to the charitable funding arrangements with MDA and DPF, since there are no reasonably possible changes in assumptions that would result in a different value of the liability as at January 31, 2019 or December 31, 2019. |
Financial instruments
Financial instruments | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Financial instruments | Financial instruments The Group’s financial instruments consist primarily of cash and cash equivalents, accounts receivables, accounts payable and contingent considerations. We believe that the recorded values of cash and cash equivalents, accounts receivables, accounts payable approximate their current fair values because of their nature and respective maturity dates or durations. The fair value of our contingent consideration liability is determined based on “Level 3” inputs. Fair Value Measurement as of June 30, 2020 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ — $ — Total $ — $ — $ — $ — Fair Value Measurement as of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 105 $ 105 Total $ — $ — $ 105 $ 105 | Financial instruments The Group’s financial instruments consist primarily of cash and cash equivalents, accounts receivables, accounts payable and contingent considerations. We believe that the recorded values of cash and cash equivalents, accounts receivables, accounts payable approximate their current fair values because of their nature and respective maturity dates or durations. The fair value of our contingent consideration liability is determined based on “Level 3” inputs. Fair Value Measurement as of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 105 $ 105 Total $ — $ — $ 105 $ 105 Fair Value Measurement as of January 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 825 $ 825 Total $ — $ — $ 825 $ 825 The contingent consideration relates to the acquisition of Discuva Limited in December 2017 based on the terms of the share purchase agreement. During the eleven-months ended December 31, 2019 and years ended January 31, 2019 and 2018, payments of $0.7 million, $0.3 million and $0 were made during the same periods and the Group reassessed the contingent consideration in line with the anticipated settlement of consideration liability. The fair value of the contingent consideration is measured using the discounted cashflow forecast model. The expected payments are primarily due to research and development tax credits received and receivable by Discuva in respect to financial years prior to the Group's acquisition, of which the sellers are due a specified portion of these amounts. The following table is a reconciliation of our Level 3 liabilities recorded at fair value using significant unobservable inputs: In thousands Balance January 31, 2018 $ — Acquisition 1,099 Payment (243) Foreign currency translation (31) Balance January 31, 2019 825 Payments (699) Foreign currency translation (21) Balance December 31, 2019 $ 105 |
Leases
Leases | 11 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Group has two operating leases relating to its U.K.-leased properties in Oxford and Cambridge that are within the scope of ASC 842. A summary of these leases is as follows: • In February 2017, the Group entered into a 10-year lease agreement for its office premises in Oxford, U.K. The lease contains a break clause with the option to terminate the lease on the fifth anniversary of the agreement. The Group does not factor in the period covered by the break clause when accounting for this lease. • In December 2017, the Group entered into a 4-year lease agreement for its office and lab premises in Cambridge, U.K. The lease contains a break clause with the option to terminate the lease on the second anniversary of the agreement. The Group factors in the period covered by the break clause when accounting for this lease, as the break clause notice period has now passed and was not exercised by the Group. The adoption of ASC 842 resulted in the recognition of lease liabilities and right-of-use assets. The carrying value of the right-of-use assets as at December 31, 2019, is $1.0 million (January 31, 2019: $1.4 million; January 31, 2018: $2.0 million). Future minimum lease payments under non-cancellable operating leases as of December 31, 2019 were as follow: (in thousands) 2020 $ 471 2021 388 2022 73 Total minimum lease payments 932 Less: imputed interest (39) Present value of lease liabilities $ 893 Liabilities Current lease liabilities $ 471 Non-current lease liabilities 422 $ 893 The weighted average remaining lease term is 2.1 years (January 31, 2019: 3 years, January 31, 2018: 4 years). The weighted average discount rate is 3.75% (January 31, 2019: 3.75%, January 31, 2018: 3.75%). Lease payments consist primarily of fixed payments. The following table contains a summary of the lease costs recognized and other information pertaining to the Group’s leases for the eleven months ended December 31, 2019, and years ended January 31, 2019 and 2018: Eleven months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Operating lease cost $ 447 $ 501 $ 214 Other information Cash paid for amounts included in the measurement of operating lease liabilities $ 435 $ 369 $ 182 Right-of-use assets obtained in exchange for new operating leases $ — $ — $ 2,212 |
Other non-current liabilities
Other non-current liabilities | 11 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Other non-current liabilities | Other non-current liabilities Included within other non-current liabilities at December 31, 2019 is $2.4 million (January 31, 2019: $2.2 million; January 31, 2018: $2.1 million) relating to assumed contingent liabilities. As part of the acquisition of Discuva Limited in December 2017, the Group assumed certain contingent liabilities as certain employees, former employees and former directors of Discuva Limtied are eligible for payments from Discuva Limited based on specified development and clinical milestones related to proprietary product candidates developed under the Discuva Platform. The timing of these potential payments is uncertain. On the date of acquisition, the fair value of the assumed contingent liability was estimated using the expected value of the payments. The assumed contingent liabilities are subsequently measured at amortized cost using discounted cash flow models which calculate the risk adjusted net present values of estimated potential future cash flows of the payments. The assumed contingent liabilities are remeasured when there is a specific significant event that provides evidence of a significant change in the probability of successful development and clinical milestones being achieved. The models will be updated for changes in the probability of successful development and clinical milestones being achieved and other associated assumptions with the discount factor to remain unchanged within the model. A discount factor of 13% has been used to discount the contingent liabilities back to net present value. This discount factor has been calculated using appropriate measures and rates which could have been obtained in the period that the contingent liabilities were assumed. The contingent liability has not been remeasured during the period. The table below describes the value of the assumed contingent liabilities as at December 31, 2019, of $2.4 million compared to what the total value would be following the presented variations to the underlying assumptions in the model: December 31, 2019 Estimated assumed contingent liabilities 1% lower discount rate 2,541 1% higher discount rate 2,362 10% lower probability of success 2,156 10% higher probability of success 2,712 |
Equity
Equity | 11 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity Reverse stock split In conjunction with the Company’s Redomiciliation, the Company acquired all of the outstanding ordinary shares of Summit Therapeutics, plc on the basis of one share of the Company’s common stock for every 5 ordinary shares outstanding, which had the effect of a 1-for-5 reverse stock split. On the effective date of the Redomiciliation, the number of outstanding shares was reduced from 335.9 million to 67.2 million. All share and per share amounts in these consolidated financial statements and related notes for periods prior to the Redomiciliation have been retroactively adjusted to reflect the effect of the exchange ratio. Common stock and warrants On December 24, 2019, the Group completed an equity placing, issuing 35,075,690 new shares of common stock at a price of $1.43 to existing investors. Total gross proceeds of $50.0 million were raised and directly attributable transaction costs $0.9 million were incurred. All new shares of common stock rank pari passu with existing shares of common stock. As part of the equity placing, the participating investors were granted warrants with the right to subscribe for 26,306,765 new shares of common stock at an exercise price of $1.45, exercisable any time in the period commencing on the date falling six months following December 24, 2019 and ending on the tenth anniversary of admission. Each warrant entitles the warrant holder to subscribe in cash for one share. Shares of common stock allotted pursuant to the exercise of the warrant will rank in full for all dividends and other distributions with a record date after the exercise date with the shares of common stock in issue at that date. The Group has the option to require the warrant holder to exercise some or all of the outstanding warrants after the third anniversary date if the ten-day volume weighted average price of the shares of common stock as reported on Nasdaq represents a premium of at 50 percent to the exercise price. The warrants are classified within shareholders’ equity as they are indexed to our own shares of common stock and require settlement in our shares of common stocks with no provision for any cash settlement. No dividends were paid or declared in the eleven months ended December 31, 2019 and year ended January 31, 2019 and 2018. Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss: (in thousands) Currency translation adjustment Balance, January 31, 2019 $ (4,767) Other comprehensive income 47 Balance, December 31, 2019 (4,720) Balance, January 31, 2018 $ (4,347) Other comprehensive loss (420) Balance, January 31, 2019 $ (4,767) Balance, January 31, 2017 $ (3,033) Other comprehensive loss (1,314) Balance, January 31, 2018 $ (4,347) |
Stock based compensation
Stock based compensation | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock based compensation | Stock Based Compensation The following table summarizes stock option activity as of June 30, 2020, and changes during the six months ended June 30, 2020: Six months ended June 30, 2020 Weighted average exercise price Outstanding at January 1, 2020 4,644,835 $ 1.80 Granted 3,847,217 $ 3.33 Lapsed / surrendered (3,513,708) $ 2.23 Number of outstanding options 4,978,344 $ 1.97 Exercisable at June 30, 2020 632,069 $ 2.12 The following table summarizes restricted stock units ("RSUs") granted in the form of a nominal-cost options as of June 30, 2020 and changes during the six months ended June 30, 2020: Six months ended June 30, 2020 Weighted average exercise price Outstanding at January 1 138,461 $ 0.05 Exercised during the period (53,846) $ 0.05 Number of outstanding RSUs 84,615 $ 0.05 The total intrinsic value of all outstanding options and exercisable options at June 30, 2020 was $2.6 million and $0.7 million, respectively. The following table summarizes consultant warrant activity as of June 30, 2020, and changes during the six months ended June 30, 2020: Six months ended June 30, 2020 Weighted average exercise price Outstanding at January 1 3,358,732 $ 1.45 Lapsed / surrendered (2,798,944) $ 1.45 Number of outstanding warrants 559,788 $ 1.45 The total intrinsic value of all outstanding warrants which are all exercisable at June 30, 2020 was $0.9 million. The following table summarizes stock-based compensation expense reflected in the consolidated statements of operations: Three months ended Six months ended June 30 June 30 2020 2019 2020 2019 (in thousands) Research and development $ 380 $ 119 $ 464 $ 178 General and administrative 150 145 363 426 $ 530 $ 264 $ 827 $ 604 | Stock Based Compensation Our 2016 Long Term Incentive Plan, which we refer to as the Incentive Plan, was adopted on January 21, 2016. Under the Incentive Plan, our Board may grant conditional awards, options, cash conditional awards and cash options to any of our employees, including executive directors, and the employees of our subsidiaries. The Incentive Plan is administered by our Board, which has full authority, consistent with the Incentive Plan, to administer the Incentive Plan, including the authority to interpret and construe any provision of the Incentive Plan and to adopt regulations for administering the Incentive Plan. Decisions of the Board are final and binding on all parties. References to our board in this summary shall include any duly authorized committee of our Board. Shares available for grant under the Stock Incentive Plan, including those previously issued and outstanding were approximately 10.1 million, 4.8 million, and 2.2 million at December 31, 2019, and January 31, 2019, and 2018, respectively. Any shares subject to an award under the Stock Incentive Plan that are forfeited, canceled, expire or that are settled for cash will be available for future grant under the Stock Incentive Plan. The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its consolidated statements of operations and comprehensive (loss)/income: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 Research and development $ 381 $ 1,448 $ 425 General and administrative $ 464 4,847 1,666 Total share based expenses $ 845 $ 6,295 $ 2,091 At December 31, 2019, the outstanding share options, which include the share options granted to Directors, are shown below: Date of grant Exercise Number of Date from which Expiry date Approved EMI scheme April 7, 2011 5.30 1,174 April 8, 2014 April 7, 2021 May 10, 2012 4.85 30,009 May 10, 2014 May 10, 2022 December 24, 2012 6.85 4,300 December 24, 2015 December 24, 2022 January 31, 2013 1.59 14,594 July 31, 2013 January 31, 2023 50,077 Unapproved scheme December 18, 2013 1.64 15,272 June 18, 2014 December 18, 2023 July 15, 2014 6.90 20,000 May 30, 2015 May 30, 2023 June 23, 2016 0.05 22,115 July 21, 2016 June 23, 2026 October 19, 2018 1.92 788,377 October 19, 2019 October 19, 2028 October 19, 2018 1.92 762,994 October 19, 2021 October 19, 2028 March 29, 2019 1.79 916,000 March 29, 2020 March 29, 2029 March 29, 2019 1.79 1,300,000 March 29, 2022 March 29, 2029 December 23, 2019 1.36 600,000 December 23, 2020 December 23, 2029 December 23, 2019 1.36 170,000 December 23, 2020 December 23, 2029 4,594,758 4,644,835 The Group has no legal or constructive obligation to repurchase or settle the options in cash. The following table summarizes stock option activity as of December 31, 2019, and changes during the period ended December 31, 2019: ` Number of share options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at February 1, 2019 1,833,679 $ 2.45 Granted during the year 3,049,200 1.70 Lapsed / surrendered during the year (238,044) 5.25 Number of options outstanding at December 31, 2019 4,644,835 $ 1.80 9.1 years $ — Vested or expected to vest at December 31, 2019 201,014 $ 2.75 9.1 years $ — Exercisable at December 31, 2019 201,014 $ 2.75 9.1 years $ — The weighted-average grant-date fair value of stock options granted during the eleven months period ended December 31, 2019, and for the years ended January 31, 2019 and 2018 was $0.65, $2.00 and $4.40, respectively, per share. The aggregate intrinsic value of our stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the eleven months period ended December 31, 2019, and for the years ended January 31, 2019 and 2018 was $0 million, $0 million and $0.4 million, respectively. During the year ended January 31, 2019, the former executive director, key management and employees voluntarily surrendered options to subscribe for a total of 1,434,410 shares of common stock. This decrease is primarily due to the surrender of share options, resulting in an accelerated share-based payment expense of the remaining fair value of those awards during the twelve months ended January 31, 2019. At December 31, 2019, there was $2.0 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 2.4 years. There was no income tax benefits realized from stock option exercises during the eleven-month period ended December 31, 2019, year ended January 31, 2019 and year ended January 31, 2018, respectively as there were no exercises of stock options. The fair value per share option award granted and the assumptions used in the calculations are as follows: Date of grant Type of Number of Exercise Share price Fair value Award Risk free April 07, 2011 EMI 1,174 5.30 5.30 3.85 5.00 2.70 % May 10, 2012 EMI 30,009 4.85 4.20 1.95 5.00 1.00 % December 24, 2012 EMI 4,300 6.85 6.85 4.75 5.00 0.90 % January 31, 2013 EMI 14,594 1.60 7.45 5.85 5.00 1.00 % December 18, 2013 Unapproved 15,272 1.65 15.15 13.50 5.00 1.00 % July 15, 2014 Unapproved 20,000 6.90 6.90 5.55 1.90 0.50 % June 23, 2016 Unapproved 22,115 0.05 7.75 7.70 0.50 0.30 % October 19, 2018 Unapproved 788,377 1.90 1.90 0.60 3.00 0.81 % October 19, 2018 Unapproved 762,994 1.90 1.90 0.80 3.00 0.90 % March 29, 2019 Unapproved 916,000 1.8 1.8 0.65 3.00 0.63 % March 29, 2019 Unapproved 1,300,000 1.8 1.8 0.80 3.00 0.63 % December 23, 2019 Unapproved 600,000 1.35 1.35 0.55 4.00 0.54 % December 23, 2019 Unapproved 170,000 1.35 1.35 0.45 3.00 0.54 % 4,644,835 The key assumptions used in calculating the share-based payments are as follows: a. Black-Scholes valuation methodology was used for all share options issued since 2016. These options do not have market-based performance related conditions. b. The majority of share option awards made before 2016 had market-based performance related conditions and have been modeled using the Monte-Carlo methodology. The options granted on January 31, 2013, and December 18, 2013, do not have market-based performance related conditions. c. Figures in the range of 39%-134% have been used for expected volatility. This has been derived from historic share price performance, weighted to exclude periods of unusually high volatility. d. Expected dividend yield is nil, consistent with the Directors’ view that the Group’s business model is to generate value through capital growth rather than the payment of dividends. e. The risk-free rate is equal to the prevailing U.K. Gilts rate at grant date that most closely matches the expected term of the grant. f. Share options are assumed to be exercised immediately on vesting. g. The fair value of share options awarded where there are different vesting installments is the average of the fair values calculated per installment. At December 31, 2019, the outstanding restricted stock units ("RSUs") in the form of nominal-cost options, which have been granted to non-executive directors, are shown below: Date of grant Exercise Number of Date from which Expiry date January 11, 2019 0.05 138,461 January 11, 2020 December 31, 2020 138,461 The movement in the number of RSUs is set out below: Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at February 1, 2019 162,851 $ 0.05 Exercised during the year (24,390) 0.05 Number of RSUs outstanding at December 31, 2019 138,461 $ 0.05 1 year $ 1.55 Vested or expected to vest at December 31, 2019 — $ 0.05 1 year $ — No RSUs were capable of being exercised. The weighted-average grant-date fair value of stock options granted during the eleven months period ended December 31, 2019 and for the year ended January 31, 2019 was $1.60 and $14.30 per share. RSUs of 55,175 shares were granted for the year ended January 31, 2018. The aggregate intrinsic value of our stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the eleven months period ended December 31, 2019, and for the years ended January 31, 2019 and 2018 was $118,261, $39,535 and $0, respectively. At December 31, 2019, there was no unrecognized compensation expense related to RSU's. There was $0.1 million of income tax benefits realized from stock option exercises during the eleven-month period ended December 31, 2019, and none for the years ended January 31, 2019 and 2018. Date of grant Number of Exercise Share price Fair value Award Risk free January 11, 2019 138,461 $ 0.05 $ 1.65 $ 1.60 1 year 0.79 % The key assumptions used in calculating the share-based payments are as follows: a. Black-Scholes valuation methodology was used for all RSUs. b. Volatility has been estimated at 57%. This has been derived from historical share price performance, weighted to exclude periods of unusually high volatility. c. Expected dividend yield is nil, consistent with the Directors’ view that the Group’s business model is to generate value through capital growth rather than the payment of dividends. d. The risk-free rate is equal to the prevailing U.K. Gilts rate at grant date that most closely matches the expected term of the grant. e. RSUs are assumed to be exercised immediately on vesting. On December 24, 2019, the Group issued a warrant over 3,358,732 shares of common stock to a consultant in exchange for certain services. The warrant have an exercise price of $1.45 and vest quarterly over three years. If the consulting agreement terminates prior to three years after the date of the grant, all unvested Warrant will be deemed lapsed. The fair value of shares of common stock involved is estimated on the date of grant using Black-Scholes valuation methodology that uses the assumptions noted in the following table. Because Black-Scholes valuation methodology incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on historical share price performance, weighted to exclude periods of unusually high volatility. The Group assumed the warrant to be exercised immediately on vesting. The risk-free rate is equal to the prevailing UK Gilts rate at grant date that most closely matches the expected term of the grant. Expected dividend yield is nil, consistent with the Directors’ view that the Group’s business model is to generate value through capital growth rather than the payment of dividends. Date of grant Exercise Number of Date from which Expiry date December 24, 2019 1.45 3,358,732 March 24, 2020 December 24, 2029 3,358,732 As at December 31, 2019, 3,358,732 of consultant warrants were expected to vest and had an intrinsic value of $0.5 million. No consultant warrants were vested or capable of being exercised . The consultant warrants outstanding at December 31, 2019, had a weighted average exercise price of $1.45 and a weighted average remaining contractual life of 9.98 years. At December 31, 2019, there was $2.2 million of unrecognized compensation expense related to warrants that is expected to be recognized over a weighted-average period of 5 years. The fair value per consultant warrant granted and the assumptions used in the calculations are as follows: Date of grant Number of Exercise Share price Fair value Award Risk free December 24, 2019 3,358,732 1.45 1.35 0.40 3.00 0.54 % The key assumptions used in calculating the share-based payments are as follows: a. Black-Scholes valuation methodology was used for the consultant warrants. b. Volatility has been estimated using a range of 52% to 69%. This has been derived from historical share price performance, weighted to exclude periods of unusually high volatility. c. Expected dividend yield is nil, consistent with the Directors’ view that the Group’s business model is to generate value through capital growth rather than the payment of dividends. d. The risk-free rate is equal to the prevailing U.K. Gilts rate at grant date that most closely matches the expected term of the grant. e. Consultant warrants have a term of 5 years. |
Commitments and contingencies
Commitments and contingencies | 11 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Fixed asset purchase commitments At December 31, 2019 and January 31, 2019, the Group had no capital commitments . Other commitments The Group enters into contracts in the normal course of business with contract research organizations to assist in the performance of research and development activities and other services and products for operating purposes. These contracts generally provide for termination on notice, and therefore are cancellable contracts and are not required to be disclosed. |
Related party transactions
Related party transactions | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related party transactions | Related-party transactions Dr. Elaine Stracker, served as Interim Chief Operating Officer and an executive director from April 2020 to June 2020. She is the General Counsel and Senior Vice President for Corporate Development for Maky Zanganeh and Associates, Inc. (“MZA”). The Group had a consultancy agreement with MZA from December 2019 through June 2020 to provide support into clinical operation activities related to the ongoing global Phase 3 clinical trials of ridinilazole for the treatment of CDI, regulatory activities pertaining to a potential new drug application should the Phase 3 trials be successful and strategic planning support more generally for the ridinilazole program. The fees for such services under this consultancy agreement are $75,000 per month. In addition to such monthly fee, MZA were granted warrants over 3,358,732 shares of common stock with an exercise price of $1.43 per share and which vest on a quarterly basis over three years from the date of grant, subject to MZA’s provision of consultancy services to the Group during such period. During the six months ended June 30, 2020, $450,000 of consultancy fees were incurred by the Group and a warrant expense of $494,000 was recognized. On February 7, 2020, MZA, Dr. Zanganeh, Dr. Stracker and the company entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”). Pursuant to the Assignment and Assumption Agreement, MZA assigned a portion of the Consultant Warrant to each of Dr. Zanganeh and Dr. Stracker. Dr. Zanganeh assumed a warrant to acquire 2,938,891 shares of common stock and Dr. Stracker assumed a warrant to acquire 419,841 shares of common stock. Each of them has the right to exercise their respective portion of the Consultant Warrant in accordance with the terms and conditions of the MZA Warrant Agreement. Upon termination of the MZA consulting agreement and Dr. Stracker's employment in June 2020, warrants to purchase 2,798,944 shares of common stock lapsed. Dr. Zanganeh and Dr. Stracker have vested warrants to purchase 489,815 and 69,973 shares of common stock, respectively, which can be exercised through June 30, 2025. | Related party transactions On December 24, 2019, the Group completed a private placement with Mr. Robert W. Duggan, who subscribed for an aggregate of 33,231,410 shares of common stock, par value $0.01 per share, and warrants to purchase an aggregate of 4,984,711 shares of common stock at a subscription price of $1.43 for a Subscription Share plus a Subscription Warrant, pursuant to a securities purchase agreement he entered into with us. The exercise price of the Subscription Warrants is $1.58 per share. The Subscription Warrants are exercisable any time in the period commencing on June 24, 2020, and ending on December 24, 2029. On December 6, 2019, the Group entered into a deed of termination of the relationship agreement with Mr. Duggan and Cairn Financial Advisers LLP, a limited liability partnership incorporated in England and Wales with the Registrar of Companies of England and Wales, as our nominated adviser. The relationship agreement regulated the Group’s relationship with Mr. Duggan and limited Mr. Duggan’s influence over the Group’s corporate actions and activities and the outcome of general matters pertaining to the Group. The deed of termination became effective on February 24, 2020, upon the cancellation of the admission of the ordinary shares on AIM. On December 24, 2019, the Group completed a private placement with Mr. Glyn Edwards, our former Chief Executive Officer, who subscribed for an aggregate of 90,495 shares of common stock, par value $0.01 per share, and warrants to purchase an aggregate of 13,574 shares of common stock at a subscription price of $1.43 for a Subscription Share plus a Subscription Warrant, pursuant to a securities purchase agreement he entered into with us. The exercise price of the Subscription Warrants is $1.58 per share. The Subscription Warrants are exercisable any time in the period commencing on June 24, 2020, and ending on December 24, 2029. Dr. Elaine Stracker, a non-executive director appointed on December 24, 2019, is also the General Counsel and Senior Vice President for Corporate Development for Maky Zanganeh and Associates, Inc. (“MZA”). The Group has a consultancy agreement with MZA to provide support into clinical operation activities related to the ongoing global Phase 3 clinical trials of ridinilazole for the treatment of CDI, regulatory activities pertaining to a potential new drug application should the Phase 3 trials be successful and strategic planning support more generally for the ridinilazole program. The fees for such services under this consultancy agreement are $75,000 per month. In addition to such monthly fee, MZA were granted warrants over 3,358,732 shares of common stock with an exercise price of $1.44 per share and which vest on a quarterly basis over three years from the date of grant, subject to MZA’s provision of consultancy services to the Group during such period. During the period from appointment $20,000 of consultancy fees (year ended January 31, 2019: nil) were incurred by the Group and a warrant expense of $19,000 was recognized (year ended January 31, 2019: nil). Of the amounts in respect of the consulting services, $7,000 was outstanding at the end of the period (year ended January 31, 2019: nil). As of April 13, 2020, Dr. Stracker was appointed as the Interim Chief Operating Officer and an Executive Director. On February 7, 2020, MZA, Dr. Zanganeh, Dr. Stracker and the Group entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”). Pursuant to the Assignment and Assumption Agreement, MZA assigned a portion of the Consultant Warrant to each of Dr. Zanganeh and Dr. Stracker. Dr. Zanganeh assumed a warrant to acquire 2,938,891 shares of common stock and Dr. Stracker assumed a warrant to acquire 419,841 shares of common stock. Each of them has the right to exercise their respective portion of the Consultant Warrant in accordance with the terms and conditions of the MZA Warrant Agreement. On June 30, 2020, the MZA consulting agreement was terminated. In June 2020, Dr. Stracker was not re-elected to the Board of Directors of Summit Therapeutics plc at its Annual General Meeting and accordingly no longer serves on its Board of Directors and was terminated from her position as the Company’s Interim Chief Operating Officer. Upon termination of the MZA consulting agreement, warrants to purchase 2,798,944 shares of common stock lapsed. Dr. Zanganeh and Dr. Stracker have vested warrants to purchase 489,815 and 69,973 shares of common stock, respectively, which can be exercised through June 30, 2025. |
Subsequent events
Subsequent events | 11 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent Events The outbreak of novel coronavirus (COVID-19) in early 2020 has affected business and economy activities around the world. The Company considers this outbreak to be a non-adjusting post balance sheet event as of December 31, 2019. Given the spread of the coronavirus, the range of potential outcomes for the global economy are difficult to predict at the current time. When it comes to our business, we are monitoring the COVID-19 outbreak developments closely. The Group follows guidance from the World Health Organization and the U.S. Centers for Disease Control and Prevention and abides by the requirements as activated by local governments. From an employee well being and business continuity perspective, we are proactively monitoring this outbreak and are maintaining continuous dialogue with employees regarding its status. Periodic updates are being issued and guidance to all staff on preventative measures and on maintaining good physical and mental health is being provided. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Use of estimates | Use of estimates The preparation of the consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the accrual of research and development expenses. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. | |
Basis of consolidation | Basis of consolidation The consolidated financial statements includes accounts of the Group and its wholly owned subsidiaries. Intercompany balances and transactions are eliminated. | |
Foreign currency translation | Foreign currency translationThe financial results of the Group's activities are reported in U.S. dollars (“USD”). The statement of comprehensive income of foreign subsidiaries whose functional currencies are other than USD are translated into USD using average exchange rates for the period. The net assets of foreign subsidiaries whose functional currencies are other than USD are translated into USD using exchange rates as of the balance sheet date. The effects that arise from translating these subsidiaries at changing rates are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity (deficit). | |
Revenue recognition | Revenue recognition Effective January 1, 2018, the Group adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”), using the full retrospective method. Under this method, results for reporting periods beginning after January 1, 2017 are presented in accordance with ASC 606. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards. We enter into out-licensing agreements within the scope of ASC 606, Revenue from Contracts with Customers, under which we license certain rights to our product candidates to third parties. Such agreements may include the transfer of intellectual property rights in the form of licenses, transfer of technological know-how, delivery of drug substances, research and development services, and participation on certain committees with the counterparty. Payments made by the customers may include one or more of the following: non-refundable, up-front license fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services we provide through our contract manufacturers; and royalties on net sales of licensed products if they are successfully approved and commercialized. Each of these payments may result in license, collaboration, or other revenue, except revenue from royalties on net sales of licensed products, which would be classified as royalty revenue. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our out-licensing agreements, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. As part of the accounting for these arrangements, the Group must use significant judgment to determine: (a) the performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the standalone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Group also uses judgment to determine whether milestone payments or other variable consideration, except for royalties and sales-based milestones, should be included in the transaction price, as described below. The transaction price is allocated to each performance obligation based on the relative standalone selling price of each performance obligation in the contract, and the Group recognizes revenue based on those amounts when, or as, the performance obligations under the contract are satisfied. Exclusive Licenses If the license to the Group’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Group recognizes revenue from nonrefundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a promise or performance obligation is distinct from the other promises, the Group considers factors such as the research, development, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Group considers whether the collaboration partner can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises. For licenses that are combined with other promises, the Group utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Group evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. The measure of progress, and the resulting periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research, development and licensing arrangement. Such a change could have a material impact on the amount of revenue the Group records in future periods. Under the Group’s existing license and collaboration agreements, the Group has concluded that the transfer of control to the customer occurs over the time period that the research and development services are to be provided by the Group, and this cost-to-cost method is, in management’s judgment, the best measure of progress towards satisfying the performance obligation. Milestone Payments At the inception of each arrangement that includes potential research, development or regulatory milestone payments, the Group evaluates whether the milestones are considered likely to be met and estimates the amount to be considered for inclusion in the transaction price using the most-likely-amount method. If it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur, the associated milestone payment value is included in the transaction price. For milestone payments due upon events that are not within the control of the Group or the licensee, such as regulatory approvals, the Group is not able to assert that it is likely that the regulatory approval will be granted and that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur until those approvals are received. In making this assessment, the Group evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone. There is considerable judgment involved in determining whether it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur. At the end of each subsequent reporting period, the Group reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price of the arrangement. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the amounts of revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments due upon first commercial sales or based on a level of sales, that are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Group recognizes revenue at the later of (i) the occurrence of the related sales or (ii) the date upon which the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Group has not recognized any royalty revenue from any of its licensing arrangements. Manufacturing Supply Services: Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered options. The Group assesses if these options provide a material right to the licensee and, if so, they are accounted for as separate performance obligations. If the Group is entitled to additional payments when the customer exercises these options, any additional payments are recorded when the customer obtains control of the goods, which is upon delivery. To date, the Group has not yet entered into any manufacturing supply arrangements Income Recognition for Government Grants The Group generates income from government contracts that reimburse the Group for certain allowable costs for funded projects. For contracts with government agencies where the funding arrangement is considered central to the Group’s ongoing operations, the Group classifies the recognized funding received as other income. Income from government grants is recognized as the qualifying expenses related to the contracts are incurred, provided that there is reasonable assurance of recoverability. If the government agency approves the project proposed by the Group, the government agency funds the project upon receipt of the support for the costs incurred up to the contract limit. Income recognized upon incurring qualifying expenses in advance of billing is recorded as accrued income, a component of other current assets, in the consolidated balance sheet. Grant income is not recognized as deductions of research and development costs because the Group acts as the principal in conducting the research and development activities and these contracts are central to the ongoing operations. The funds received through these means are held as deferred income in the consolidated balance sheets and are released to the consolidated statement of operations and comprehensive (loss)/income as the underlying expenditure is incurred and to the extent the conditions of the grant are met. The related costs incurred by the Group are included in research and development expense in the Group’s consolidated statements of operations and comprehensive loss. As a company that carries out extensive research and development activities, we seek to benefit from two UK R&D tax credit cash rebate regimes: Small and Medium Enterprise, or SME, Program and the Research and Development Expenditure Credit, or RDEC, Program. Qualifying expenditures largely comprise employment costs for research staff, consumables, a proportion of relevant, permitted sub-contract costs and certain internal overhead costs incurred as part of research projects for which we do not receive income. Tax credits related to the SME Program and RDEC are recorded as other operating income, as they are similar to grant income, in the consolidated statements of operations and other comprehensive (loss)/income. Under both schemes, the Group receives cash payments. | |
Business combinations | Business combinations Business combinations are accounted for under the acquisition method. Acquired assets and assumed liabilities are measured at their fair values at the acquisition date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within general and administrative expenses. | |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired. Goodwill is assigned to reporting units and evaluated for impairment on at least an annual basis, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Group concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). | |
Intangible assets | Intangible assets Intangibles assets include patents, licenses, option over non-financial assets and a research and development discovery platform ("Discuva Platform"). Patents, licenses, option over non-financial assets are initially recorded at fair value, assigned an estimated useful life, and amortized primarily on a straight-line basis over their estimated useful lives (see below). The Group periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. The intangible asset relating to the acquired Discuva Platform capitalized as part of the acquisition of Discuva Limited in December 2017 is a software based platform and is available for alternative use. As such, it is subject to amortization over the period of the relevant associated patents. Other intangible assets are amortized in equal installments over their useful estimated lives as follows: All patents (once filed) Over the period of the relevant patents (assumed to be 20 years) Software licenses 3-5 years Option over non-financial assets Over the period of the relevant agreement Amortization of intangible assets is included as part of the research and development expense line shown on the face of the consolidated statement of operations and comprehensive income/(loss). | |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation. Cost comprises the purchase price plus any incidental costs of acquisition and commissioning. Depreciation is calculated based on cost, less residual value, in equal annual installments over their estimated useful lives as follows. The residual value, if not insignificant, is reassessed annually. Leasehold improvements Over the period of the remaining lease Laboratory equipment 2-10 years Office and IT equipment 3-5 years Depreciation is recognized as part of the general and administrative and research and development expense lines shown on the face of the consolidated statement of operations and comprehensive income/(loss). | |
Leases | Leases The Group determines if an arrangement is a lease at inception. At the lease commencement date, we measure and recognize a lease liability and a right of use ("ROU") asset in the financial statements. ROU assets represent the Group's right to use an underlying asset for the lease term, and the lease liabilities represent the Group's obligation to make lease payments arising from the lease. Lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of the Group's’s leases do not provide an implicit rate, the Group uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. ROU asset is measured at the initial measurement of the lease liability, plus any lease payments made prior to the commencement date and any initial direct costs incurred, less any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the periods in which they are incurred. The Group has lease agreements with lease and non-lease components. For all leases with non-lease components the Group accounts for the lease and non-lease components as a single lease component. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Group recognizes lease expense for its short-term leases on a straight-line basis over the lease term. | |
Financial liabilities on funding arrangements | Financial liabilities on funding arrangements When entering into funding agreements with charitable and not for profit organizations, management is required to assess whether, based on the terms of the agreement, it can avoid a transfer of cash by settling using a non-financial obligation. Under U.S. GAAP, when such arrangements also give the counterparties rights over unexploited intellectual property, all or part of the funding agreement should be accounted for as a financial liability recognized in the balance sheet rather than as a charitable grant. | |
Research and development costs | Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, share-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non - refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Milestone and other payments made to third-parties with respect to in-process research and development, in accordance with the Group’s license, acquisition and other similar agreements are expensed when determined to be probable and estimable. | |
Research contract costs and accruals | Research Contract Costs and Accruals The Group has entered into various research and development contracts with other companies. These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred. The Group records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Group analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Group’s estimates. The Group’s historical accrual estimates have not been materially different from the actual costs. | |
Share-based payments | Share-based payments The Group measures and recognizes compensation expense for all stock option and restricted stock unit awards based on the estimated fair value of the award on the grant date. The Group uses the Black-Scholes option pricing model to estimate the fair value of stock option awards. The fair value is recognized as expense, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis for each separately vesting portion of the award when the only condition to vesting is continued service. If vesting is subject to a market or performance condition, recognition is based on the derived service period of the award. Expense for awards with performance conditions is estimated and adjusted on a quarterly basis based upon the assessment of the probability that the performance condition will be met. Use of the Black-Scholes option-pricing model requires management to apply judgment under highly subjective assumptions. These assumptions include: • Expected term—The expected term represents the period that the stock-based awards are expected to be outstanding and is based on the average period the stock options are expected to be outstanding and was based on our historical information of the options exercise patterns and post-vesting termination behavior. • Expected volatility—The expected volatility was calculated based on historical volatility since its IPO. • Risk-free interest rate—The risk-free interest rate is based on the United States Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. • Expected dividend—The Group has no plans to pay dividends on its common stock. Therefore, the Group used an expected dividend yield of zero. three | |
Income taxes | Income taxes The provision for income taxes is determined using the asset and liability approach. Tax laws may require items to be included in tax filings at different times than the items are reflected in the financial statements. A current asset or liability is recognized for the estimated taxes receivable or payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are initially recognized at enacted tax rates in force at the time of initial recognition and are subsequently adjusted for any enacted changes in tax rates and tax laws. Subsequent changes to deferred taxes originally recognized in equity are recognized in income. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. We have recorded a full valuation allowance against the deferred tax assets. | |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of short-term cash deposits and accounts receivable. Cash is held at a variety of financial institutions with strong credit ratings; these cash deposits typically bore minimal credit risk in the year. | |
Financial instruments | Financial instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
Warrants | Warrants Warrants issued by the Group are recognized and classified as equity when, upon exercise, the Group would issue a fixed amount of its own equity instruments (common stock) in exchange for a fixed amount of cash or another financial asset. Consideration received, net of incremental costs directly attributable to the issue of such new warrants, is shown in equity. Such warrants are not remeasured at fair value in subsequent reporting periods. | |
Recently adopted accounting standards and recent accounting standards not yet adopted | Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance on the measurement of current expected credit losses (“CECL”) on financial instruments. The new guidance has replaced the incurred loss methodology of recognizing credit losses on financial instruments with a methodology that estimates the expected credit loss on financial instruments and reflects the net amount expected to be collected on the financial instrument. The Group adopted this change in accounting principle as of January 1, 2020 using the modified retrospective method. Accordingly, financial information for periods prior to the date of initial application has not been adjusted. The adoption of the new CECL guidance had no material impact on the Group. Additional new accounting guidance became effective for the Group as of January 1, 2020 that the Group reviewed and concluded was either not applicable to its operations or had no material effect on its Consolidated Financial Statements in the current or future fiscal years. Recent accounting standards not yet adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this ASU are intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments are also intended to improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Group is currently in the process of evaluating the impact of this ASU on the Group’s consolidated financial statements. | Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board ("FASB") issued new accounting guidance for the accounting and reporting of leases ( ASU 2016-02 that lessees recognize a right-of-use asset and a lease liability for each of its leases (other than leases that meet the definition of a short-term lease). Leases are classified as either operating or finance. Operating leases result in straight-line expense in the income statement (similar to previous operating leases), while finance leases result in more expense being recognized in the earlier years of the lease term (similar to previous capital leases). Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840. The Group adopted this new standard effective February 1, 2018, as required, using the modified retrospective transition approach implemented as of the earliest period presented and through comparative periods in the Group's financial statements. Under this method, the Group has adjusted its results for the years ended January 31, 2018, and 2019, and applicable interim periods, and elected available practical expedients. The Group has assessed the effect of adoption of this standard as it relates to its leased properties in Oxford and Cambridge, U.K., and has concluded that any other contracts are not within the scope of ASC 842 . The adoption of this standard had a material impact on the consolidated balance sheets due to the recognition right-of-use assets (“ROU assets”) and lease liabilities, but an immaterial impact on the Group’s consolidated statements of operation and comprehensive income/loss, consolidated statement of stockholders' equity (deficit), and consolidated statements of cash flows. Upon adoption, the Group recognized $1.8 million of ROU assets and corresponding lease liability. The ROU asset balance was adjusted by the reclassification of pre-existing prepaid expenses of $0.1 million and other deferred rent balance of $0.2 million, respectively Recent accounting standards not yet adopted In June 2016, the FASB issued ASU 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update introduces the current expected credit loss ("CECL") model. Under this model, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update will be effective for the Group for fiscal years beginning on January 1, 2020. The adoption of this update will not have a material impact on the Group’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. Under the guidance, public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This update will be effective for the Group for fiscal years beginning on January 1, 2020. The adoption of this update will not have a material impact on the Group’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this ASU are intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments are also intended to improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Group is currently in the process of evaluating the impact of this ASU on the Group’s consolidated financial statements. |
Nature of the business (Tables)
Nature of the business (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of immaterial correction of an error | The effect of the immaterial correction of an error in our previously issued consolidated financial statements as of and for the eleven months ended December 31, 2019 is as follows: Balance Sheet As of December 31, 2019 Previously Reported Adjustments As Revised (in thousands) Research and development tax credit receivable $ 4,824 $ 260 $ 5,084 Total current assets $ 79,368 $ 260 $ 79,628 Total assets $ 96,419 $ 260 $ 96,679 Deferred revenue and income $ 1,497 $ 1,118 $ 2,615 Total current liabilities $ 12,649 $ 1,118 $ 13,767 Total liabilities $ 18,324 $ 1,118 $ 19,442 Accumulated deficit $ (159,061) $ (858) $ (159,919) Total stockholders’ equity $ 78,095 $ (858) $ 77,237 Total liabilities and stockholders’ equity $ 96,419 $ 260 $ 96,679 Statement of Operations Eleven Months ended December 31, 2019 Previously Reported Adjustments As Revised (in thousands) Other operating income $ 23,730 $ (858) $ 22,872 Operating loss $ (27,947) $ (858) $ (28,805) Net loss $ (28,122) $ (858) $ (28,980) Basic earnings (loss) per share $ (0.86) $ (0.02) $ (0.88) Diluted earnings (loss) per share $ (0.86) $ (0.02) $ (0.88) |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of other intangible assets useful lives | Other intangible assets are amortized in equal installments over their useful estimated lives as follows: All patents (once filed) Over the period of the relevant patents (assumed to be 20 years) Software licenses 3-5 years Option over non-financial assets Over the period of the relevant agreement December 31, 2019 January 31, 2019 January 31, 2018 (in thousands) Utrophin program acquired $ 4,379 $ 4,358 $ 4,708 Discuva platform acquired 14,070 14,002 15,125 Option over non-financial assets 881 877 947 Other patents and licenses 432 291 376 Total intangible assets, gross 19,762 19,528 21,156 Less: Accumulated amortization 2,263 1,255 198 Impairment 4,379 4,358 — Intangible assets, net of accumulated amortization $ 13,120 $ 13,915 $ 20,958 |
Schedule of property, plant and equipment useful lives | Depreciation is calculated based on cost, less residual value, in equal annual installments over their estimated useful lives as follows. The residual value, if not insignificant, is reassessed annually. Leasehold improvements Over the period of the remaining lease Laboratory equipment 2-10 years Office and IT equipment 3-5 years Property, plant and equipment consisted of the following: December 31, 2019 January 31, 2019 January 31, 2018 (In thousands) Laboratory equipment $ 638 $ 445 $ 423 Office and IT equipment 654 651 689 Leasehold improvements 250 248 269 1,542 1,344 1,381 Less accumulated depreciation and amortization 1,024 695 428 Property and equipment, net $ 518 $ 649 $ 953 |
Business combinations (Tables)
Business combinations (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of consideration paid | The consideration paid for Discuva and the identifiable assets acquired and liabilities assumed are as follows: (In thousands) Consideration Cash $ 8,149 586,854 new Summit Therapeutics Shares issued 6,690 Total consideration $ 14,839 |
Schedule of identifiable assets acquired and liabilities assumed | Book value Fair value adjustment Fair value (In thousands) Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 1,761 $ — $ 1,761 Property, plant and equipment 440 — 440 Intangible assets - option over non-financial assets 894 — 894 Intangible assets - bacterial genetics-based platform — 14,275 14,275 Trade and other receivables 1,510 — 1,510 Trade and other payables (2,080) — (2,080) Assumed contingent liabilities — (1,961) (1,961) Deferred tax liabilities — (2,427) (2,427) Book and fair value of identifiable net assets 2,525 9,887 12,412 Goodwill — 2,427 2,427 Total consideration $ 2,525 $ 12,314 $ 14,839 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Analysis of revenue by category | Three months ended June 30, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 (in thousands) Analysis of revenue by category Licensing agreements $ 170 $ 156 $ 494 $ 647 $ 170 $ 156 $ 494 $ 647 | Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Analysis of revenue by category: Licensing agreements $ 743 $ 56,761 $ 15,678 Research collaboration agreement — 327 426 $ 743 $ 57,088 $ 16,104 |
Analysis of revenue by geography | Three months ended June 30, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 (in thousands) Analysis of revenue by geography: United States $ — $ — $ — $ 324 Latin America 170 156 494 323 Europe — — — $ 170 $ 156 $ 494 $ 647 | Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Analysis of revenue by geography: United States $ 160 $ 56,099 $ 15,624 Latin America 583 662 54 Europe — 327 426 $ 743 $ 57,088 $ 16,104 |
Other operating income (Tables)
Other operating income (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Analysis of other operating income by category | Three months ended June 30, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 (in thousands) Analysis of other operating income by category Income recognized in respect of BARDA $ 1,160 $ 4,356 $ 6,109 $ 10,023 Grant income 83 232 190 548 Research and development credit 2,624 1,906 4,341 3,014 $ 3,867 $ 6,494 $ 10,640 $ 13,585 | Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Analysis of other operating income by category: Income recognized in respect of BARDA $ 16,570 $ 17,375 $ 2,307 Grant income 829 1,575 17 Income on remeasurement or derecognition of financial liabilities on funding arrangements (Note 15) — 715 1,181 Research and development credit 5,473 2,934 5,397 Other income — 8 12 $ 22,872 $ 22,608 $ 8,914 |
Income tax (Tables)
Income tax (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of the Groups (loss)/profit before income taxes | The components of the Group's (loss)/profit before income taxes for the eleven months ended December 31, 2019 and year ended January 31, 2019 and 2018 consisted of the following: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) United Kingdom $ (29,224) $ 7,549 $ (26,163) United States 133 1,534 281 (Loss)/profit before income taxes $ (29,091) $ 9,083 $ (25,882) |
Significant components of the provision for income taxes | Significant components of the provision for income taxes are as follows: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Current income tax benefit United States $ 36 $ 120 $ 471 Total 36 120 471 Deferred income tax benefit United Kingdom (147) (935) — Total (147) (935) — Total income tax $ (111) $ (815) $ 471 |
Components of deferred tax assets and liabilities | The major components of deferred tax assets and liabilities at December 31, 2019 and January 31, 2019 and 2018 are as follows: December 31, 2019 January 31, 2019 January 31, 2018 (in thousands) Deferred tax assets: Net operating loss carryforward $ 20,095 $ 16,272 $ 16,931 Future exercisable shares 319 290 1,315 Provision 34 34 37 Less: Valuation allowance (20,448) (16,596) (18,283) Deferred tax assets, net of valuation allowance — — — Deferred tax liabilities: Temporary differences relating to intangible asset (2,057) (2,198) (3,372) Deferred tax liabilities, gross (2,057) (2,198) (3,372) Deferred tax liabilities, net $ (2,057) $ (2,198) $ (3,372) |
Reconciliation between U.K. statutory income tax rate and the effective tax rate | The reconciliation between the U.K. statutory income tax rate for Summit and the effective income tax rates are as follows: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 U.K. corporation tax rate 19.00 % 19.00 % 19.17 % Effect of: Adjustment on adoption of ASC 606 — % (36.13) % (12.65) % Adjustment on adoption of ASC 842 — % 0.10 % 0.03 % Change in valuation allowance (11.03) % 11.93 % (3.79) % Non-deductible expenses (1.49) % 25.93 % (1.60) % Refundable R&D tax credit 3.07 % (5.20) % 3.55 % R&D deduction surrendered (9.52) % — % (5.27) % R&D deduction benefit — % (18.62) % — % Overseas profits taxed at different rates (0.16) % 4.25 % (1.26) % Release of temporary difference relating to intangible assets 0.51 % (10.23) % — % Reported effective income tax rate 0.38 % (8.97) % (1.82) % |
(Loss) _ Earnings per share (Ta
(Loss) / Earnings per share (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Schedule of earnings per share, basic and diluted | The calculation of loss per share is based on the following data: Three months ended June 30 Six Months ended June 30 2020 2019 2020 2019 (in thousands, except per share data) Net loss $ (15,231) $ (6,683) $ (21,554) $ (13,669) Basic weighted average number of common stock outstanding 67,232 32,094 67,225 31,395 Diluted weighted average number of common stock outstanding 67,232 32,094 67,225 31,395 Basic loss per common stock from operations $ (0.23) $ (0.21) $ (0.32) $ (0.44) Diluted loss per common stock from operations $ (0.23) $ (0.21) $ (0.32) $ (0.44) | The calculation of (loss) / earnings per share is based on the following: Eleven month period ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands, except per share data) (Loss) / profit $ (28,980) $ 9,898 $ (26,353) Basic weighted average number of shares of common stock outstanding 32,829 17,140 13,087 Effect of dilution — 88 — Diluted weighted average number of shares of common stock outstanding 32,829 17,229 13,087 Basic (loss) / earnings per share from operations (0.88) 0.58 (2.01) Diluted (loss) / earnings per share from operations (0.88) 0.57 (2.01) Anti-dilutive shares excluded from diluted earnings per share 13,403 1,618 1,715 |
Goodwill (Tables)
Goodwill (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | December 31, 2019 January 31, 2019 January 31, 2018 (In thousands) Goodwill - beginning of year $ 2,380 $ 3,513 $ 836 Acquisition — — 2,427 Impairment — (881) — Currency translation 12 (252) 250 Goodwill - end of year $ 2,392 $ 2,380 $ 3,513 |
Intangible assets (Tables)
Intangible assets (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of other intangible assets useful lives | Other intangible assets are amortized in equal installments over their useful estimated lives as follows: All patents (once filed) Over the period of the relevant patents (assumed to be 20 years) Software licenses 3-5 years Option over non-financial assets Over the period of the relevant agreement December 31, 2019 January 31, 2019 January 31, 2018 (in thousands) Utrophin program acquired $ 4,379 $ 4,358 $ 4,708 Discuva platform acquired 14,070 14,002 15,125 Option over non-financial assets 881 877 947 Other patents and licenses 432 291 376 Total intangible assets, gross 19,762 19,528 21,156 Less: Accumulated amortization 2,263 1,255 198 Impairment 4,379 4,358 — Intangible assets, net of accumulated amortization $ 13,120 $ 13,915 $ 20,958 |
Schedule of finite-lived intangible assets, future amortization expense | Estimated future amortization expense related to intangible assets held at December 31, 2019 and January 31, 2019 is as follows: December 31, 2019 January 31, 2019 (in thousands) 2020 $ 1,083 $ 1,150 2021 $ 1,048 $ 1,133 2022 $ 1,048 $ 1,102 2023 $ 1,048 $ 1,102 2024 $ 1,048 $ 1,102 |
Property, plant, and equipment
Property, plant, and equipment (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Depreciation is calculated based on cost, less residual value, in equal annual installments over their estimated useful lives as follows. The residual value, if not insignificant, is reassessed annually. Leasehold improvements Over the period of the remaining lease Laboratory equipment 2-10 years Office and IT equipment 3-5 years Property, plant and equipment consisted of the following: December 31, 2019 January 31, 2019 January 31, 2018 (In thousands) Laboratory equipment $ 638 $ 445 $ 423 Office and IT equipment 654 651 689 Leasehold improvements 250 248 269 1,542 1,344 1,381 Less accumulated depreciation and amortization 1,024 695 428 Property and equipment, net $ 518 $ 649 $ 953 |
Financial liabilities on fund_2
Financial liabilities on funding arrangements (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Financial Liabilities On Funding Arrangements [Abstract] | |
Movement in financial liabilities on funding arrangements | December 31, 2019 January 31, 2019 January 31, 2018 (in thousands) At February 1 $ — $ 4,380 $ 7,449 Unwinding of discount factor — 309 981 Derecognition of financial liabilities- finance income — — (4,014) Remeasurement of financial liabilities on funding arrangements - — (3,695) 533 Net finance income on funding arrangements accounting for as financial liabilities — (3,386) (2,500) Remeasurement or derecognition of financial liabilities – other operating income — (715) (1,181) Currency translation — (279) 612 At December 31/January 31 $ — $ — $ 4,380 |
Financial instruments (Tables)
Financial instruments (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value measurements | Fair Value Measurement as of June 30, 2020 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ — $ — Total $ — $ — $ — $ — Fair Value Measurement as of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 105 $ 105 Total $ — $ — $ 105 $ 105 | Fair Value Measurement as of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 105 $ 105 Total $ — $ — $ 105 $ 105 Fair Value Measurement as of January 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 825 $ 825 Total $ — $ — $ 825 $ 825 |
Reconciliation of Level 3 liabilities | The following table is a reconciliation of our Level 3 liabilities recorded at fair value using significant unobservable inputs: In thousands Balance January 31, 2018 $ — Acquisition 1,099 Payment (243) Foreign currency translation (31) Balance January 31, 2019 825 Payments (699) Foreign currency translation (21) Balance December 31, 2019 $ 105 |
Leases (Tables)
Leases (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments under non-cancellable operating leases as of December 31, 2019 were as follow: (in thousands) 2020 $ 471 2021 388 2022 73 Total minimum lease payments 932 Less: imputed interest (39) Present value of lease liabilities $ 893 Liabilities Current lease liabilities $ 471 Non-current lease liabilities 422 $ 893 |
Schedule of lease costs | The following table contains a summary of the lease costs recognized and other information pertaining to the Group’s leases for the eleven months ended December 31, 2019, and years ended January 31, 2019 and 2018: Eleven months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 (in thousands) Operating lease cost $ 447 $ 501 $ 214 Other information Cash paid for amounts included in the measurement of operating lease liabilities $ 435 $ 369 $ 182 Right-of-use assets obtained in exchange for new operating leases $ — $ — $ 2,212 |
Other non-current liabilities (
Other non-current liabilities (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of assumed contingent liabilities under various assumptions | The table below describes the value of the assumed contingent liabilities as at December 31, 2019, of $2.4 million compared to what the total value would be following the presented variations to the underlying assumptions in the model: December 31, 2019 Estimated assumed contingent liabilities 1% lower discount rate 2,541 1% higher discount rate 2,362 10% lower probability of success 2,156 10% higher probability of success 2,712 |
Equity (Tables)
Equity (Tables) | 11 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive loss | The following table summarizes the changes in accumulated other comprehensive loss: (in thousands) Currency translation adjustment Balance, January 31, 2019 $ (4,767) Other comprehensive income 47 Balance, December 31, 2019 (4,720) Balance, January 31, 2018 $ (4,347) Other comprehensive loss (420) Balance, January 31, 2019 $ (4,767) Balance, January 31, 2017 $ (3,033) Other comprehensive loss (1,314) Balance, January 31, 2018 $ (4,347) |
Stock based compensation (Table
Stock based compensation (Tables) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of share based expenses | The following table summarizes stock-based compensation expense reflected in the consolidated statements of operations: Three months ended Six months ended June 30 June 30 2020 2019 2020 2019 (in thousands) Research and development $ 380 $ 119 $ 464 $ 178 General and administrative 150 145 363 426 $ 530 $ 264 $ 827 $ 604 | The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its consolidated statements of operations and comprehensive (loss)/income: Eleven Months ended December 31, 2019 Year ended January 31, 2019 Year ended January 31, 2018 Research and development $ 381 $ 1,448 $ 425 General and administrative $ 464 4,847 1,666 Total share based expenses $ 845 $ 6,295 $ 2,091 |
Schedule of outstanding share options | At December 31, 2019, the outstanding share options, which include the share options granted to Directors, are shown below: Date of grant Exercise Number of Date from which Expiry date Approved EMI scheme April 7, 2011 5.30 1,174 April 8, 2014 April 7, 2021 May 10, 2012 4.85 30,009 May 10, 2014 May 10, 2022 December 24, 2012 6.85 4,300 December 24, 2015 December 24, 2022 January 31, 2013 1.59 14,594 July 31, 2013 January 31, 2023 50,077 Unapproved scheme December 18, 2013 1.64 15,272 June 18, 2014 December 18, 2023 July 15, 2014 6.90 20,000 May 30, 2015 May 30, 2023 June 23, 2016 0.05 22,115 July 21, 2016 June 23, 2026 October 19, 2018 1.92 788,377 October 19, 2019 October 19, 2028 October 19, 2018 1.92 762,994 October 19, 2021 October 19, 2028 March 29, 2019 1.79 916,000 March 29, 2020 March 29, 2029 March 29, 2019 1.79 1,300,000 March 29, 2022 March 29, 2029 December 23, 2019 1.36 600,000 December 23, 2020 December 23, 2029 December 23, 2019 1.36 170,000 December 23, 2020 December 23, 2029 4,594,758 4,644,835 | |
Schedule of stock option activity | The following table summarizes stock option activity as of June 30, 2020, and changes during the six months ended June 30, 2020: Six months ended June 30, 2020 Weighted average exercise price Outstanding at January 1, 2020 4,644,835 $ 1.80 Granted 3,847,217 $ 3.33 Lapsed / surrendered (3,513,708) $ 2.23 Number of outstanding options 4,978,344 $ 1.97 Exercisable at June 30, 2020 632,069 $ 2.12 | The following table summarizes stock option activity as of December 31, 2019, and changes during the period ended December 31, 2019: ` Number of share options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at February 1, 2019 1,833,679 $ 2.45 Granted during the year 3,049,200 1.70 Lapsed / surrendered during the year (238,044) 5.25 Number of options outstanding at December 31, 2019 4,644,835 $ 1.80 9.1 years $ — Vested or expected to vest at December 31, 2019 201,014 $ 2.75 9.1 years $ — Exercisable at December 31, 2019 201,014 $ 2.75 9.1 years $ — |
Schedule of fair value per share option award granted and the assumptions used | The fair value per share option award granted and the assumptions used in the calculations are as follows: Date of grant Type of Number of Exercise Share price Fair value Award Risk free April 07, 2011 EMI 1,174 5.30 5.30 3.85 5.00 2.70 % May 10, 2012 EMI 30,009 4.85 4.20 1.95 5.00 1.00 % December 24, 2012 EMI 4,300 6.85 6.85 4.75 5.00 0.90 % January 31, 2013 EMI 14,594 1.60 7.45 5.85 5.00 1.00 % December 18, 2013 Unapproved 15,272 1.65 15.15 13.50 5.00 1.00 % July 15, 2014 Unapproved 20,000 6.90 6.90 5.55 1.90 0.50 % June 23, 2016 Unapproved 22,115 0.05 7.75 7.70 0.50 0.30 % October 19, 2018 Unapproved 788,377 1.90 1.90 0.60 3.00 0.81 % October 19, 2018 Unapproved 762,994 1.90 1.90 0.80 3.00 0.90 % March 29, 2019 Unapproved 916,000 1.8 1.8 0.65 3.00 0.63 % March 29, 2019 Unapproved 1,300,000 1.8 1.8 0.80 3.00 0.63 % December 23, 2019 Unapproved 600,000 1.35 1.35 0.55 4.00 0.54 % December 23, 2019 Unapproved 170,000 1.35 1.35 0.45 3.00 0.54 % 4,644,835 | |
Schedule of outstanding RSU's | At December 31, 2019, the outstanding restricted stock units ("RSUs") in the form of nominal-cost options, which have been granted to non-executive directors, are shown below: Date of grant Exercise Number of Date from which Expiry date January 11, 2019 0.05 138,461 January 11, 2020 December 31, 2020 138,461 | |
Schedule of RSU activity | The following table summarizes restricted stock units ("RSUs") granted in the form of a nominal-cost options as of June 30, 2020 and changes during the six months ended June 30, 2020: Six months ended June 30, 2020 Weighted average exercise price Outstanding at January 1 138,461 $ 0.05 Exercised during the period (53,846) $ 0.05 Number of outstanding RSUs 84,615 $ 0.05 | The movement in the number of RSUs is set out below: Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at February 1, 2019 162,851 $ 0.05 Exercised during the year (24,390) 0.05 Number of RSUs outstanding at December 31, 2019 138,461 $ 0.05 1 year $ 1.55 Vested or expected to vest at December 31, 2019 — $ 0.05 1 year $ — |
Schedule of share-based compensation arrangements | Date of grant Number of Exercise Share price Fair value Award Risk free January 11, 2019 138,461 $ 0.05 $ 1.65 $ 1.60 1 year 0.79 % Date of grant Exercise Number of Date from which Expiry date December 24, 2019 1.45 3,358,732 March 24, 2020 December 24, 2029 3,358,732 The fair value per consultant warrant granted and the assumptions used in the calculations are as follows: Date of grant Number of Exercise Share price Fair value Award Risk free December 24, 2019 3,358,732 1.45 1.35 0.40 3.00 0.54 % | |
Schedule of warrant activity | The following table summarizes consultant warrant activity as of June 30, 2020, and changes during the six months ended June 30, 2020: Six months ended June 30, 2020 Weighted average exercise price Outstanding at January 1 3,358,732 $ 1.45 Lapsed / surrendered (2,798,944) $ 1.45 Number of outstanding warrants 559,788 $ 1.45 |
Nature of the business - Narrat
Nature of the business - Narrative (Details) $ in Thousands | Sep. 18, 2020 | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2018USD ($) |
Subsequent Event [Line Items] | ||||||||
Other operating income | $ 3,867 | $ 6,494 | $ 10,640 | $ 13,585 | $ 22,872 | $ 22,608 | $ 8,914 | |
Error Correction, Type [Extensible List] | smmt:OtherOperatingIncomeCorrectionMember | |||||||
Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Reverse stock split ratio | 0.2 | |||||||
Adjustments | ||||||||
Subsequent Event [Line Items] | ||||||||
Other operating income | $ (858) |
Nature of the business - Immate
Nature of the business - Immaterial correction of an error (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development tax credit receivable | $ 8,872 | $ 8,872 | $ 5,084 | $ 8,305 | $ 6,598 | ||||||
Total current assets | 55,552 | 55,552 | 79,628 | 61,254 | 50,809 | ||||||
Total assets | 70,949 | 70,949 | 96,679 | 79,570 | 78,210 | ||||||
Deferred revenue and income | 4,518 | 4,518 | 2,615 | 4,428 | 19,610 | ||||||
Total current liabilities | 13,199 | 13,199 | 13,767 | 17,183 | 32,575 | ||||||
Total liabilities | 19,003 | 19,003 | 19,442 | 23,750 | 82,673 | ||||||
Accumulated deficit | (181,473) | (181,473) | (159,919) | (130,939) | (140,837) | ||||||
Total stockholders’ equity | 51,946 | $ 43,564 | 51,946 | $ 43,564 | 77,237 | 55,820 | (4,463) | $ 66,692 | $ 51,236 | $ 32,170 | $ (4,398) |
Total liabilities and stockholders’ equity | 70,949 | 70,949 | 96,679 | 79,570 | 78,210 | ||||||
Other operating income | 3,867 | 6,494 | 10,640 | 13,585 | 22,872 | 22,608 | 8,914 | ||||
Operating loss | (15,367) | (6,743) | (21,428) | (13,637) | (28,805) | 6,003 | (28,367) | ||||
(Loss) / profit | $ (15,231) | $ (6,683) | $ (21,554) | $ (13,669) | $ (28,980) | $ 9,898 | $ (26,353) | ||||
Basic earnings (loss) per share (in dollars per share) | $ (0.23) | $ (0.21) | $ (0.32) | $ (0.44) | $ (0.88) | $ 0.58 | $ (2.01) | ||||
Diluted earnings (loss) per share (in dollars per share) | $ (0.23) | $ (0.21) | $ (0.32) | $ (0.44) | $ (0.88) | $ 0.57 | $ (2.01) | ||||
Error Correction, Type [Extensible List] | smmt:OtherOperatingIncomeCorrectionMember | ||||||||||
Previously Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development tax credit receivable | $ 4,824 | ||||||||||
Total current assets | 79,368 | ||||||||||
Total assets | 96,419 | ||||||||||
Deferred revenue and income | 1,497 | ||||||||||
Total current liabilities | 12,649 | ||||||||||
Total liabilities | 18,324 | ||||||||||
Accumulated deficit | (159,061) | ||||||||||
Total stockholders’ equity | 78,095 | ||||||||||
Total liabilities and stockholders’ equity | 96,419 | ||||||||||
Other operating income | 23,730 | ||||||||||
Operating loss | (27,947) | ||||||||||
(Loss) / profit | $ (28,122) | ||||||||||
Basic earnings (loss) per share (in dollars per share) | $ (0.86) | ||||||||||
Diluted earnings (loss) per share (in dollars per share) | $ (0.86) | ||||||||||
Adjustments | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development tax credit receivable | $ 260 | ||||||||||
Total current assets | 260 | ||||||||||
Total assets | 260 | ||||||||||
Deferred revenue and income | 1,118 | ||||||||||
Total current liabilities | 1,118 | ||||||||||
Total liabilities | 1,118 | ||||||||||
Accumulated deficit | (858) | ||||||||||
Total stockholders’ equity | (858) | ||||||||||
Total liabilities and stockholders’ equity | 260 | ||||||||||
Other operating income | (858) | ||||||||||
Operating loss | (858) | ||||||||||
(Loss) / profit | $ (858) | ||||||||||
Basic earnings (loss) per share (in dollars per share) | $ (0.02) | ||||||||||
Diluted earnings (loss) per share (in dollars per share) | $ (0.02) |
Basis of presentation (Details)
Basis of presentation (Details) | Sep. 18, 2020 |
Subsequent event | |
Subsequent Event [Line Items] | |
Reverse stock split ratio | 0.2 |
Going concern (Details)
Going concern (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Accumulated deficit | $ 181,473 | $ 181,473 | $ 159,919 | $ 130,939 | $ 140,837 | ||
Net loss | 15,231 | $ 6,683 | 21,554 | $ 13,669 | 28,980 | (9,898) | 26,353 |
Net cash used by operating activities | 23,491 | $ 9,235 | 20,757 | 35,106 | 21,501 | ||
Cash and cash equivalents | $ 36,410 | $ 36,410 | $ 63,842 | $ 35,245 | $ 28,495 |
Summary of significant accoun_4
Summary of significant accounting policies - Other intangible assets useful lives (Details) | 11 Months Ended |
Dec. 31, 2019 | |
Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets, estimated useful lives | 20 years |
Software licenses | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets, estimated useful lives | 3 years |
Software licenses | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets, estimated useful lives | 5 years |
Summary of significant accoun_5
Summary of significant accounting policies - Property, plant and equipment useful lives (Details) | 11 Months Ended |
Dec. 31, 2019 | |
Laboratory equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful Lives | 2 years |
Laboratory equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful Lives | 10 years |
Office and IT equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful Lives | 3 years |
Office and IT equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful Lives | 5 years |
Summary of significant accoun_6
Summary of significant accounting policies - Narrative (Details) - USD ($) $ in Thousands | 11 Months Ended | |||
Dec. 31, 2019 | Jun. 30, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable | $ 541 | $ 464 | $ 6,120 | $ 3,899 |
Research and development tax credit receivable | $ 5,084 | $ 8,872 | $ 8,305 | $ 6,598 |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity awards, vesting period | 3 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity awards, vesting period | 4 years | |||
Sarepta | Accounts receivable | Customer concentration risk | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable | $ 500 |
New accounting standards (Detai
New accounting standards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Feb. 01, 2018 | Jan. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | ||||
Right-of-use assets | $ 1,372 | $ 679 | $ 1,021 | $ 1,800 | $ 1,977 |
Lease liability | 893 | 1,800 | |||
Reclassification of pre-existing prepaid expenses | $ (9,681) | $ (8,546) | $ (8,762) | $ (9,145) | |
Revision of Prior Period, Accounting Standards Update, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reclassification of pre-existing prepaid expenses | 100 | ||||
Reclassification of pre-existing other deferred rent | $ 200 |
Segment reporting (Details)
Segment reporting (Details) - segment | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 1 |
Business combinations - Narrati
Business combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 23, 2017 | Jan. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Business Acquisition [Line Items] | ||||||||||
Consideration transferred, net of cash acquired | $ 0 | $ 0 | $ 6,213 | |||||||
Goodwill recognized | $ 3,513 | $ 2,236 | $ 2,236 | 2,392 | 2,380 | 3,513 | $ 836 | |||
Revenue | 170 | $ 156 | 494 | $ 647 | 743 | 57,088 | 16,104 | |||
Gain contributed to the Group's total comprehensive loss | $ (15,276) | $ (7,938) | $ (26,121) | $ (13,713) | $ (28,933) | $ 9,478 | (27,667) | |||
Discuva Limited | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of share capital acquired | 100.00% | |||||||||
Consideration transferred, cash | $ 8,149 | |||||||||
Consideration transferred, net of cash acquired | 6,400 | |||||||||
Consideration transferred, shares issued | $ 6,690 | |||||||||
Share price (in dollars per share) | $ 11.41 | |||||||||
Number of shares issued (in shares) | 586,854 | |||||||||
Goodwill recognized | $ 2,427 | |||||||||
Assumed contingent liabilities | 1,961 | |||||||||
Gross contractual amount for trade and other receivables | 1,500 | |||||||||
Revenue | $ 400 | |||||||||
Percentage of Group's revenue | 2.60% | |||||||||
Gain contributed to the Group's total comprehensive loss | $ 30 | |||||||||
Acquisition related costs | $ 500 | |||||||||
Discuva Limited | Software licenses | Discuva platform acquired | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Identifiable intangible assets recognized | $ 14,275 |
Business combinations - Schedul
Business combinations - Schedule of consideration paid (Details) $ in Thousands | Dec. 23, 2017USD ($)shares |
Business Acquisition [Line Items] | |
Total consideration | $ 14,839 |
Discuva Limited | |
Business Acquisition [Line Items] | |
Cash | $ 8,149 |
Number of shares issued (in shares) | shares | 586,854 |
586,854 new Summit Therapeutics Shares issued | $ 6,690 |
Business combinations - Sched_2
Business combinations - Schedule of assets and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 23, 2017 | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Book value | ||||||
Cash and cash equivalents | $ 36,410 | $ 63,842 | $ 35,245 | $ 28,495 | ||
Property, plant and equipment | 562 | 518 | 649 | 953 | ||
Intangible assets | 11,920 | 13,120 | 13,915 | 20,958 | ||
Fair value | ||||||
Goodwill | $ 2,236 | $ 2,392 | $ 2,380 | $ 3,513 | $ 836 | |
Discuva Limited | ||||||
Fair value adjustment | ||||||
Assumed contingent liabilities | $ (1,961) | |||||
Deferred tax liabilities | (2,427) | |||||
Book and fair value of identifiable net assets | 9,887 | |||||
Goodwill | 2,427 | |||||
Total consideration | 12,314 | |||||
Fair value | ||||||
Cash and cash equivalents | 1,761 | |||||
Property, plant and equipment | 440 | |||||
Trade and other receivables | 1,510 | |||||
Trade and other payables | (2,080) | |||||
Assumed contingent liabilities | (1,961) | |||||
Deferred tax liabilities | (2,427) | |||||
Book and fair value of identifiable net assets | 12,412 | |||||
Goodwill | 2,427 | |||||
Total consideration | 14,839 | |||||
Discuva Limited | Option over non-financial assets | ||||||
Fair value | ||||||
Intangibles assets | 894 | |||||
Discuva Limited | Software licenses | Discuva platform acquired | ||||||
Fair value adjustment | ||||||
Intangible assets | 14,275 | |||||
Fair value | ||||||
Intangibles assets | 14,275 | |||||
Discuva Limited | Discuva Limited | ||||||
Book value | ||||||
Cash and cash equivalents | 1,761 | |||||
Property, plant and equipment | 440 | |||||
Trade and other receivables | 1,510 | |||||
Trade and other payables | (2,080) | |||||
Book and fair value of identifiable net assets | 2,525 | |||||
Discuva Limited | Discuva Limited | Option over non-financial assets | ||||||
Book value | ||||||
Intangible assets | $ 894 |
Revenue - Analysis of revenue b
Revenue - Analysis of revenue by category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Revenue from External Customer [Line Items] | |||||||
Revenue | $ 170 | $ 156 | $ 494 | $ 647 | $ 743 | $ 57,088 | $ 16,104 |
Licensing agreements | |||||||
Revenue from External Customer [Line Items] | |||||||
Revenue | $ 170 | $ 156 | $ 494 | $ 647 | 743 | 56,761 | 15,678 |
Research collaboration agreement | |||||||
Revenue from External Customer [Line Items] | |||||||
Revenue | $ 0 | $ 327 | $ 426 |
Revenue - Analysis of revenue_2
Revenue - Analysis of revenue by geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 170 | $ 156 | $ 494 | $ 647 | $ 743 | $ 57,088 | $ 16,104 |
United States | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 0 | 0 | 0 | 324 | 160 | 56,099 | 15,624 |
Latin America | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 170 | 156 | 494 | 323 | 583 | 662 | 54 |
Europe | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 327 | $ 426 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | Jan. 01, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Feb. 29, 2020 | Dec. 31, 2017 | May 31, 2017 | Oct. 31, 2016 |
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenue recognized | $ 170,000 | $ 156,000 | $ 494,000 | $ 647,000 | $ 743,000 | $ 57,088,000 | $ 16,104,000 | |||||
Licensing agreements | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Revenue recognized | 170,000 | 156,000 | 494,000 | 647,000 | 743,000 | $ 56,761,000 | $ 15,678,000 | |||||
Licensing agreements | Sarepta | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Research and development costs, percentage of costs responsible | 45.00% | |||||||||||
Licensing agreements | EuroFarma | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Deferred revenue, upfront payment | $ 2,500,000 | |||||||||||
Deferred revenue, enrollment milestone | $ 1,000,000 | |||||||||||
Revenue recognized related to upfront payment | 200,000 | $ 200,000 | 500,000 | 300,000 | 600,000 | |||||||
Revenue entitled to receive upon achieving patient enrollment targets | 2,750,000 | 3,750,000 | ||||||||||
Revenue entitled to receive upon achieving cumulative net sales targets | 21,400,000 | 21,400,000 | ||||||||||
Cumulative net sales target threshold | 100,000,000 | 100,000,000 | ||||||||||
Incremental cumulative net sales target threshold | $ 100,000,000 | 100,000,000 | ||||||||||
Licensing agreements | Sarepta | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Deferred revenue, upfront payment | $ 40,000,000 | |||||||||||
Deferred revenue, development milestone | $ 22,000,000 | |||||||||||
Research and development costs, percentage of costs responsible | 55.00% | |||||||||||
Research and development costs, amount borne by party incurred, threshold percentage of budged amount | 110.00% | |||||||||||
Revenue recognized | $ 0 | $ 300,000 | $ 100,000 |
Other operating income - Analys
Other operating income - Analysis of other operating income by category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Revenue from External Customer [Line Items] | |||||||
Income recognized in respect of BARDA | $ 1,160 | $ 4,356 | $ 6,109 | $ 10,023 | $ 16,570 | $ 17,375 | $ 2,307 |
Income on remeasurement or derecognition of financial liabilities on funding arrangements (Note 15) | 0 | 715 | 1,181 | ||||
Research and development credit | 2,624 | 1,906 | 4,341 | 3,014 | 5,473 | 2,934 | 5,397 |
Other income | 0 | 8 | 12 | ||||
Other operating income | 3,867 | 6,494 | 10,640 | 13,585 | 22,872 | 22,608 | 8,914 |
Grant | |||||||
Revenue from External Customer [Line Items] | |||||||
Grant income | $ 83 | $ 232 | $ 190 | $ 548 | $ 829 | $ 1,575 | $ 17 |
Other operating income - Narrat
Other operating income - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | 34 Months Ended | ||||||||
Feb. 29, 2020USD ($)segmentoption_segment | Jan. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Aug. 31, 2018USD ($) | Jul. 31, 2018USD ($) | Sep. 30, 2017USD ($)option_segment | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2018USD ($) | Jun. 30, 2020USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||
Income recognized in respect of BARDA | $ 1,160 | $ 4,356 | $ 6,109 | $ 10,023 | $ 16,570 | $ 17,375 | $ 2,307 | |||||||
Grant | ||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||
Grant income | $ 83 | $ 232 | $ 190 | $ 548 | $ 829 | $ 1,575 | $ 17 | |||||||
CARB-X | ||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||
Grant funding arrangement, maximum percentage of income recognized | 70.00% | |||||||||||||
Grant funding arrangement, maximum funding value | $ 4,500 | |||||||||||||
Grant funding arrangement, committed funding base | $ 2,000 | |||||||||||||
Grant funding arrangement, committed funding increase | $ 1,200 | |||||||||||||
Grant funding arrangement, maximum funding value remaining | $ 2,500 | |||||||||||||
Grant funding arrangement, number of option segments | option_segment | 2 | |||||||||||||
CARB-X | Subsequent event | ||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||
Grant funding arrangement, committed funding increase | $ 1,200 | |||||||||||||
Grant funding arrangement, maximum funding value remaining | $ 2,500 | |||||||||||||
Grant funding arrangement, number of option segments | segment | 2 | |||||||||||||
BARDA | ||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||
Research and development arrangement, committed funding base | $ 32,000 | |||||||||||||
Research and development arrangement, number of option segments | option_segment | 3 | |||||||||||||
Research and development arrangement, maximum funding value | $ 72,500 | $ 63,700 | $ 62,000 | |||||||||||
Research and development arrangement, committed funding increase | 8,800 | 9,600 | $ 12,000 | |||||||||||
Research and development arrangement, total committed funding | 62,400 | $ 53,600 | ||||||||||||
Research and development arrangement, funding received | $ 46,600 | |||||||||||||
Income recognized in respect of BARDA | $ 42,400 | |||||||||||||
BARDA | Subsequent event | ||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||
Research and development arrangement, maximum funding value | 72,500 | |||||||||||||
Research and development arrangement, committed funding increase | 8,800 | |||||||||||||
Research and development arrangement, total committed funding | $ 62,400 |
Income tax - Components of the
Income tax - Components of the Group's (loss) profit before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||||
United Kingdom | $ (29,224) | $ 7,549 | $ (26,163) | ||||
United States | 133 | 1,534 | 281 | ||||
(Loss) profit before income taxes | $ (15,422) | $ (6,822) | $ (21,548) | $ (13,793) | $ (29,091) | $ 9,083 | $ (25,882) |
Income tax - Significant compon
Income tax - Significant components of the provision for income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Current income tax benefit | |||||||
United States | $ 36 | $ 120 | $ 471 | ||||
Total | 36 | 120 | 471 | ||||
Deferred income tax benefit | |||||||
United Kingdom | (147) | (935) | 0 | ||||
Total | (147) | (935) | 0 | ||||
Total income tax | $ (191) | $ (139) | $ 6 | $ (124) | $ (111) | $ (815) | $ 471 |
Income tax - Components of defe
Income tax - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Deferred tax assets: | |||
Net operating loss carryforward | $ 20,095 | $ 16,272 | $ 16,931 |
Future exercisable shares | 319 | 290 | 1,315 |
Provision | 34 | 34 | 37 |
Less: Valuation allowance | (20,448) | (16,596) | (18,283) |
Deferred tax assets, net of valuation allowance | 0 | 0 | 0 |
Deferred tax liabilities: | |||
Temporary differences relating to intangible asset | (2,057) | (2,198) | (3,372) |
Deferred tax liabilities, gross | (2,057) | (2,198) | (3,372) |
Deferred tax liabilities, net | $ (2,057) | $ (2,198) | $ (3,372) |
Income tax - Narrative (Details
Income tax - Narrative (Details) - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Schedule Of Income Tax [Line Items] | |||
Research and development credit, tax relief | $ 4.7 | $ 2.5 | $ 5.4 |
Domestic tax authority | |||
Schedule Of Income Tax [Line Items] | |||
Operating loss carryforwards | 20.1 | ||
Pro forma | |||
Schedule Of Income Tax [Line Items] | |||
Increase in deferred tax asset | 2.4 | ||
Increase in valuation allowance | $ 2.4 |
Income tax - Reconciliation bet
Income tax - Reconciliation between U.K. statutory income tax rate and the effective tax rate (Details) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
U.K. corporation tax rate | 19.00% | 19.00% | 19.17% |
Change in valuation allowance | (11.03%) | 11.93% | (3.79%) |
Non-deductible expenses | (1.49%) | 25.93% | (1.60%) |
Refundable R&D tax credit | 3.07% | (5.20%) | 3.55% |
R&D deduction surrendered | (9.52%) | 0.00% | (5.27%) |
R&D deduction benefit | 0.00% | (18.62%) | 0.00% |
Overseas profits taxed at different rates | (0.16%) | 4.25% | (1.26%) |
Release of temporary difference relating to intangible assets | 0.51% | (10.23%) | 0.00% |
Reported effective income tax rate | 0.38% | (8.97%) | (1.82%) |
ASC 606 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Adjustment on adoption | 0.00% | (36.13%) | (12.65%) |
ASC 842 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Adjustment on adoption | 0.00% | 0.10% | 0.03% |
(Loss) _ Earnings per share (De
(Loss) / Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Earnings Per Share [Abstract] | |||||||
(Loss) / profit | $ (15,231) | $ (6,683) | $ (21,554) | $ (13,669) | $ (28,980) | $ 9,898 | $ (26,353) |
Basic weighted average number of common stock outstanding (in shares) | 67,232,000 | 32,094,000 | 67,225,000 | 31,395,000 | 32,829,000 | 17,140,000 | 13,087,000 |
Effect of dilution (in shares) | 0 | 88,000 | 0 | ||||
Diluted weighted average number of common stock outstanding (in shares) | 67,232,000 | 32,094,000 | 67,225,000 | 31,395,000 | 32,829,000 | 17,229,000 | 13,087,000 |
Basic (loss) / earnings per common stock from operations (in dollars per share) | $ (0.23) | $ (0.21) | $ (0.32) | $ (0.44) | $ (0.88) | $ 0.58 | $ (2.01) |
Diluted (loss) / earnings per common stock from operations (in dollars per share) | $ (0.23) | $ (0.21) | $ (0.32) | $ (0.44) | $ (0.88) | $ 0.57 | $ (2.01) |
Anti-dilutive shares excluded from diluted earnings per share (in shares) | 10,884,102 | 4,213,673 | 13,403,000 | 1,618,000 | 1,715,000 |
Goodwill - Schedule of goodwill
Goodwill - Schedule of goodwill (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill - beginning of year | $ 2,380 | $ 3,513 | $ 836 |
Acquisition | 0 | 0 | 2,427 |
Impairment | 0 | (881) | 0 |
Currency translation | 12 | (252) | 250 |
Goodwill - end of year | $ 2,392 | $ 2,380 | $ 3,513 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||||
Goodwill impairment charge | $ 0 | $ 881 | $ 0 | |
MuOx Limited | ||||
Business Acquisition [Line Items] | ||||
Fair value of goodwill | $ 0 |
Intangible assets - Schedule of
Intangible assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Total intangible assets, gross | $ 19,762 | $ 19,528 | $ 21,156 | ||
Less: Accumulated amortization | 2,263 | 1,255 | 198 | ||
Impairment | 4,379 | 4,358 | 0 | ||
Intangible assets, net of accumulated amortization | $ 11,920 | 13,120 | 13,915 | 20,958 | |
Amortization expense | $ 522 | $ 535 | 970 | 1,100 | 137 |
Software licenses | Utrophin program acquired | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Total intangible assets, gross | 4,379 | 4,358 | 4,708 | ||
Impairment | 4,400 | ||||
Software licenses | Discuva platform acquired | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Total intangible assets, gross | 14,070 | 14,002 | 15,125 | ||
Option over non-financial assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Total intangible assets, gross | 881 | 877 | 947 | ||
Other patents and licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Total intangible assets, gross | $ 432 | $ 291 | $ 376 |
Intangible assets - Expected Fu
Intangible assets - Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 1,083 | $ 1,150 |
2021 | 1,048 | 1,133 |
2022 | 1,048 | 1,102 |
2023 | 1,048 | 1,102 |
2024 | $ 1,048 | $ 1,102 |
Property, plant, and equipmen_2
Property, plant, and equipment (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 1,542 | $ 1,344 | $ 1,381 | |
Less accumulated depreciation and amortization | 1,024 | 695 | 428 | |
Property, plant and equipment, net | 518 | 649 | 953 | $ 562 |
Depreciation expense | 700 | 900 | 400 | |
Laboratory equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 638 | 445 | 423 | |
Office and IT equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 654 | 651 | 689 | |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 250 | $ 248 | $ 269 |
Prepaid expenses (Details)
Prepaid expenses (Details) - USD ($) $ in Millions | 11 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid research and development expenditures | $ 7.7 | $ 9 | $ 8.4 |
Result in total research and development expense of 5% increase in completion | 2 | ||
Result in total research and development expense of 5% decrease in completion | $ 1.8 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accrued research and development expenditure | $ 3.2 | $ 2.5 | $ 2.3 |
Financial liabilities on fund_3
Financial liabilities on funding arrangements - Narrative (Details) | Dec. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2018USD ($) | Jan. 31, 2017USD ($) |
Schedule Of Financial Liabilities [Line Items] | ||||
Financial liabilities on funding arrangements | $ 0 | $ 0 | $ 4,380,000 | $ 7,449,000 |
Minimum | Discount rate | ||||
Schedule Of Financial Liabilities [Line Items] | ||||
Financial liability, measurement input | 0.16 | |||
Maximum | Discount rate | ||||
Schedule Of Financial Liabilities [Line Items] | ||||
Financial liability, measurement input | 0.18 |
Financial liabilities on fund_4
Financial liabilities on funding arrangements - Movement schedule (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Financial Liabilities On Funding Arrangements [Roll Forward] | |||
At February 1 | $ 0 | $ 4,380,000 | $ 7,449,000 |
Unwinding of discount factor | 0 | 309,000 | 981,000 |
Derecognition of financial liabilities- finance income | 0 | 0 | (4,014,000) |
Remeasurement of financial liabilities on funding arrangements - (finance income) / finance cost | 0 | (3,695,000) | 533,000 |
Net finance income on funding arrangements accounting for as financial liabilities | 0 | (3,386,000) | (2,500,000) |
Remeasurement or derecognition of financial liabilities – other operating income | 0 | (715,000) | (1,181,000) |
Currency translation | 0 | (279,000) | 612,000 |
At December 31/January 31 | $ 0 | $ 0 | $ 4,380,000 |
Financial instruments - Schedul
Financial instruments - Schedule of fair value measurements (Details) - Fair Value, recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2019 |
Liabilities | |||
Contingent consideration | $ 0 | $ 105 | $ 825 |
Total | 0 | 105 | 825 |
Level 1 | |||
Liabilities | |||
Contingent consideration | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
Level 2 | |||
Liabilities | |||
Contingent consideration | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
Level 3 | |||
Liabilities | |||
Contingent consideration | 0 | 105 | 825 |
Total | $ 0 | $ 105 | $ 825 |
Financial instruments - Narrati
Financial instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||||
Contingent consideration paid | $ 0.7 | $ 0.3 | $ 0 | |
Contingent Consideration | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration reversed to the consolidated statement of operations and other comprehensive loss | $ 0.1 |
Financial instruments - Reconci
Financial instruments - Reconciliation of Level 3 liabilities (Details) - Contingent Consideration - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Jan. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 825 | $ 0 |
Acquisition | 1,099 | |
Payment | (699) | (243) |
Foreign currency translation | (21) | (31) |
Ending balance | $ 105 | $ 825 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 11 Months Ended | ||||||
Dec. 31, 2019USD ($)contract | Jun. 30, 2020USD ($) | Jan. 31, 2019USD ($) | Feb. 01, 2018USD ($) | Jan. 31, 2018USD ($) | Dec. 31, 2017 | Feb. 28, 2017 | |
Lessee, Lease, Description [Line Items] | |||||||
Number operating leases | contract | 2 | ||||||
Right-of-use assets | $ | $ 1,021 | $ 679 | $ 1,372 | $ 1,800 | $ 1,977 | ||
Weighted average remaining lease term | 2 years 1 month 6 days | 3 years | 4 years | ||||
Weighted average discount rate | 3.75% | 3.75% | 3.75% | ||||
Oxford, UK lease | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 10 years | ||||||
Cambridge, UK lease | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 4 years |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Feb. 01, 2018 | Jan. 31, 2018 |
Leases [Abstract] | |||||
2020 | $ 471 | ||||
2021 | 388 | ||||
2022 | 73 | ||||
Total minimum lease payments | 932 | ||||
Less: imputed interest | (39) | ||||
Present value of lease liabilities | 893 | $ 1,800 | |||
Liabilities | |||||
Current lease liabilities | $ 400 | 471 | $ 469 | $ 459 | |
Non-current lease liabilities | $ 230 | 422 | $ 849 | $ 1,364 | |
Present value of lease liabilities | $ 893 | $ 1,800 |
Leases - Lease costs (Details)
Leases - Lease costs (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Leases [Abstract] | |||
Operating lease cost | $ 447 | $ 501 | $ 214 |
Other information | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 435 | 369 | 182 |
Right-of-use assets obtained in exchange for new operating leases | $ 0 | $ 0 | $ 2,212 |
Other non-current liabilities -
Other non-current liabilities - Narrative (Details) $ in Millions | Dec. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2018USD ($) |
Payables and Accruals [Abstract] | |||
Assumed contingent liabilities, non-current | $ 2.4 | $ 2.2 | $ 2.1 |
Discount rate | |||
Business Acquisition [Line Items] | |||
Contingent consideration liability, measurement input | 0.13 |
Other non-current liabilities_2
Other non-current liabilities - Schedule of assumed contingent liabilities under various assumptions (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Estimated assumed contingent liabilities | |
1% lower discount rate | $ 2,541 |
1% higher discount rate | 2,362 |
10% lower probability of success | 2,156 |
10% higher probability of success | $ 2,712 |
Equity - Narrative (Details)
Equity - Narrative (Details) | Sep. 18, 2020shares | Dec. 24, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Jan. 31, 2019USD ($)shares | Jan. 31, 2018USD ($)shares | Sep. 17, 2020shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | shares | 67,231,900 | 67,178,054 | 32,077,974 | 14,712,724 | ||||
Proceeds from issue of share capital | $ | $ 0 | $ 25,081,000 | $ 50,415,000 | $ 46,084,000 | $ 20,222,000 | |||
Transaction costs | $ | $ 0 | $ 580,000 | 912,000 | 1,707,000 | 1,934,000 | |||
Number of common stock shares into which warrants may be converted (in shares) | shares | 3,358,732 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.45 | |||||||
Dividends paid | $ | $ 0 | $ 0 | $ 0 | |||||
Private placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued (in shares) | shares | 35,075,690 | |||||||
Share price (in dollars per share) | $ / shares | $ 0.0143 | |||||||
Proceeds from issue of share capital | $ | $ 50,000,000 | |||||||
Transaction costs | $ | $ 900,000 | |||||||
Number of common stock shares into which warrants may be converted (in shares) | shares | 26,306,765 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.45 | |||||||
Volume weighted average common stock price to warrant exercise price, premium, percentage | 50.00% | |||||||
Subsequent event | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Reverse stock split ratio | 0.2 | |||||||
Common stock, shares outstanding (in shares) | shares | 67,200,000 | 335,900,000 |
Equity - Schedule of accumulate
Equity - Schedule of accumulated other comprehensive loss (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 55,820 | $ (4,463) | $ (4,398) |
Ending balance | 77,237 | 55,820 | (4,463) |
Currency translation adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4,767) | (4,347) | (3,033) |
Other comprehensive income (loss) | 47 | (420) | (1,314) |
Ending balance | $ (4,720) | $ (4,767) | $ (4,347) |
Stock based compensation - Narr
Stock based compensation - Narrative (Details) - USD ($) | Dec. 24, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 10,100,000 | 4,800,000 | 2,200,000 | ||
Fair value per option (in dollars per share) | $ 0.65 | $ 2 | $ 4.40 | ||
Aggregate intrinsic value, options exercised | $ 0 | $ 0 | $ 400,000 | ||
Options surrendered (in shares) | 1,434,410 | ||||
Unrecognized compensation expense for options | 2,000,000 | ||||
Income tax benefit realized from stock option exercises | $ 0 | $ 0 | $ 0 | ||
Exercise of stock options (in shares) | 0 | 0 | 0 | ||
Number of common stock shares into which warrants may be converted (in shares) | 3,358,732 | ||||
Exercise price of warrants (in dollars per share) | $ 1.45 | ||||
Quarterly vesting period | 3 years | ||||
Warrants term | 5 years | ||||
Aggregate intrinsic value, options outstanding | $ 0 | $ 2,600,000 | |||
Aggregate intrinsic value, exercisable | $ 0 | $ 700,000 | |||
Share options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense for options, period of recognition | 2 years 4 months 24 days | ||||
Expected volatility rate, minimum | 39.00% | ||||
Expected volatility rate, maximum | 134.00% | ||||
Expected dividend yield | 0.00% | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | ||||
Equity instruments other than options, exercisable (in shares) | 0 | ||||
Weighted-average grant-date fair value of RSU's granted (in dollars per share) | $ 1.60 | $ 14.30 | |||
Equity instruments other than options granted (in shares) | 55,175 | ||||
Aggregate intrinsic value, RSU's exercised | $ 118,261 | $ 39,535 | $ 0 | ||
Unrecognized compensation expense | 0 | ||||
Tax benefit recognized from RSU exercises | $ 100,000 | $ 0 | $ 0 | ||
Estimated volatility rate | 57.00% | ||||
Exercise price (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 | ||
Warrants, weighted average remaining contractual term | 1 year | ||||
Intrinsic value of outstanding equity instruments other than options | $ 1,550,000 | ||||
Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense for options, period of recognition | 5 years | ||||
Expected volatility rate, minimum | 52.00% | ||||
Expected volatility rate, maximum | 69.00% | ||||
Expected dividend yield | 0.00% | ||||
Equity instruments other than options, exercisable (in shares) | 0 | ||||
Unrecognized compensation expense | $ 2,200,000 | ||||
Equity instruments other than options expected to vest (in shares) | 3,358,732 | ||||
Equity instruments other than options expected to vest, intrinsic value | $ 500,000 | ||||
Equity instruments other than options Vested (in shares) | 0 | ||||
Exercise price (in dollars per share) | $ 1.45 | $ 1.45 | |||
Warrants, weighted average remaining contractual term | 9 years 11 months 23 days | ||||
Intrinsic value of outstanding equity instruments other than options | $ 900,000 | ||||
Intrinsic value of exercisable equity instruments other than options | $ 900,000 |
Stock based compensation - Sche
Stock based compensation - Schedule of share based expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share based expenses | $ 530 | $ 264 | $ 827 | $ 604 | $ 845 | $ 6,295 | $ 2,091 |
Research and development | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share based expenses | 380 | 119 | 464 | 178 | 381 | 1,448 | 425 |
General and administrative | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share based expenses | $ 150 | $ 145 | $ 363 | $ 426 | $ 464 | $ 4,847 | $ 1,666 |
Stock based compensation - Sc_2
Stock based compensation - Schedule of outstanding share-based payment awards (Details) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.97 | $ 1.80 | $ 2.45 |
Number of shares (in shares) | 4,978,344 | 4,644,835 | 1,833,679 |
Approved EMI scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares (in shares) | 50,077 | ||
Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares (in shares) | 4,594,758 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 |
Number of shares (in shares) | 84,615 | 138,461 | 162,851 |
Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.45 | $ 1.45 | |
Number of shares (in shares) | 559,788 | 3,358,732 | |
April 7, 2011 | Approved EMI scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 5.30 | ||
Number of shares (in shares) | 1,174 | ||
May 10, 2012 | Approved EMI scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 4.85 | ||
Number of shares (in shares) | 30,009 | ||
December 24, 2012 | Approved EMI scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 6.85 | ||
Number of shares (in shares) | 4,300 | ||
January 31, 2013 | Approved EMI scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.59 | ||
Number of shares (in shares) | 14,594 | ||
December 18, 2013 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.64 | ||
Number of shares (in shares) | 15,272 | ||
July 15, 2014 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 6.90 | ||
Number of shares (in shares) | 20,000 | ||
June 23, 2016 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 0.05 | ||
Number of shares (in shares) | 22,115 | ||
October 19, 2018 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.92 | ||
Number of shares (in shares) | 788,377 | ||
October 19, 2018 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.92 | ||
Number of shares (in shares) | 762,994 | ||
March 29, 2019 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.79 | ||
Number of shares (in shares) | 916,000 | ||
March 29, 2019 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.79 | ||
Number of shares (in shares) | 1,300,000 | ||
December 23, 2019 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.36 | ||
Number of shares (in shares) | 600,000 | ||
December 23, 2019 | Unapproved scheme | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.36 | ||
Number of shares (in shares) | 170,000 | ||
January 11, 2019 | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 0.05 | ||
Number of shares (in shares) | 138,461 | ||
December 24, 2019 | Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.45 | ||
Number of shares (in shares) | 3,358,732 |
Stock based compensation - Sc_3
Stock based compensation - Schedule of share-based payment award activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 11 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Number of share options | ||
Beginning balance (in shares) | shares | 4,644,835 | 1,833,679 |
Granted (in shares) | shares | 3,847,217 | 3,049,200 |
Lapsed / surrendered (in shares) | shares | (3,513,708) | (238,044) |
Ending balance (in shares) | shares | 4,978,344 | 4,644,835 |
Weighted average exercise price | ||
Beginning balance (in dollars per share) | $ / shares | $ 1.80 | $ 2.45 |
Granted (in dollars per share) | $ / shares | 3.33 | 1.70 |
Lapsed / surrendered (in dollars per share) | $ / shares | 2.23 | 5.25 |
Ending balance (in dollars per share) | $ / shares | $ 1.97 | $ 1.80 |
Stock option activity, additional disclosures | ||
Weighted average remaining contractual term, options outstanding | 9 years 1 month 6 days | |
Aggregate intrinsic value, options outstanding | $ | $ 2,600 | $ 0 |
Vested or expected to vest, number of share options (in shares) | shares | 201,014 | |
Weighted average exercise price, vested or expected to vest (in dollars per share) | $ / shares | $ 2.75 | |
Weighted average remaining contractual term, vested or expected to vest | 9 years 1 month 6 days | |
Aggregate intrinsic value, vested or expected to vest | $ | $ 0 | |
Exercisable, number of share options (in shares) | shares | 632,069 | 201,014 |
Weighted average exercise price, exercisable (in dollars per share) | $ / shares | $ 2.12 | $ 2.75 |
Weighted average remaining contractual term, exercisable | 9 years 1 month 6 days | |
Aggregate intrinsic value, exercisable | $ | $ 700 | $ 0 |
RSUs | ||
Number of shares | ||
Beginning balance (in shares) | shares | 138,461 | 162,851 |
Exercised (in shares) | shares | (53,846) | (24,390) |
Ending balance (in shares) | shares | 84,615 | 138,461 |
Weighted average exercise price | ||
Beginning balance (in dollars per share) | $ / shares | $ 0.05 | $ 0.05 |
Exercised (in dollars per share) | $ / shares | 0.05 | 0.05 |
Ending balance (in dollars per share) | $ / shares | $ 0.05 | $ 0.05 |
RSU's, additional disclosures | ||
Weighted average remaining contractual term, number of RSUs outstanding | 1 year | |
Aggregate intrinsic value, number of RSUs outstanding | $ | $ 1,550 | |
Vested or expected to vest, number of shares (in shares) | shares | 0 | |
Weighted average exercise price, vested or expected to vest (in dollars per share) | $ / shares | $ 0.05 | |
Weighted average remaining contractual term | 1 year | |
Aggregate intrinsic value | $ | $ 0 | |
Warrants | ||
Number of shares | ||
Beginning balance (in shares) | shares | 3,358,732 | |
Lapsed / surrendered (in shares) | shares | (2,798,944) | |
Ending balance (in shares) | shares | 559,788 | 3,358,732 |
Weighted average exercise price | ||
Beginning balance (in dollars per share) | $ / shares | $ 1.45 | |
Lapsed / surrendered (in dollars per share) | $ / shares | 1.45 | |
Ending balance (in dollars per share) | $ / shares | $ 1.45 | $ 1.45 |
RSU's, additional disclosures | ||
Weighted average remaining contractual term, number of RSUs outstanding | 9 years 11 months 23 days | |
Aggregate intrinsic value, number of RSUs outstanding | $ | $ 900 |
Stock based compensation - Sc_4
Stock based compensation - Schedule of fair value per award and assumptions (Details) - $ / shares | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 4,644,835 | 1,833,679 | 4,978,344 | |
Fair value per option (in dollars per share) | $ 0.65 | $ 2 | $ 4.40 | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 138,461 | 162,851 | 84,615 | |
Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 3,358,732 | 559,788 | ||
Approved EMI scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 50,077 | |||
Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 4,594,758 | |||
April 7, 2011 | Approved EMI scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 1,174 | |||
Exercise price (in dollars per share) | $ 5.30 | |||
Share price at grant date (in dollars per share) | 5.30 | |||
Fair value per option (in dollars per share) | $ 3.85 | |||
Award life (years) | 5 years | |||
Risk free rate | 2.70% | |||
May 10, 2012 | Approved EMI scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 30,009 | |||
Exercise price (in dollars per share) | $ 4.85 | |||
Share price at grant date (in dollars per share) | 4.20 | |||
Fair value per option (in dollars per share) | $ 1.95 | |||
Award life (years) | 5 years | |||
Risk free rate | 1.00% | |||
December 24, 2012 | Approved EMI scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 4,300 | |||
Exercise price (in dollars per share) | $ 6.85 | |||
Share price at grant date (in dollars per share) | 6.85 | |||
Fair value per option (in dollars per share) | $ 4.75 | |||
Award life (years) | 5 years | |||
Risk free rate | 0.90% | |||
January 31, 2013 | Approved EMI scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 14,594 | |||
Exercise price (in dollars per share) | $ 1.60 | |||
Share price at grant date (in dollars per share) | 7.45 | |||
Fair value per option (in dollars per share) | $ 5.85 | |||
Award life (years) | 5 years | |||
Risk free rate | 1.00% | |||
December 18, 2013 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 15,272 | |||
Exercise price (in dollars per share) | $ 1.65 | |||
Share price at grant date (in dollars per share) | 15.15 | |||
Fair value per option (in dollars per share) | $ 13.50 | |||
Award life (years) | 5 years | |||
Risk free rate | 1.00% | |||
July 15, 2014 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 20,000 | |||
Exercise price (in dollars per share) | $ 6.90 | |||
Share price at grant date (in dollars per share) | 6.90 | |||
Fair value per option (in dollars per share) | $ 5.55 | |||
Award life (years) | 1 year 10 months 24 days | |||
Risk free rate | 0.50% | |||
June 23, 2016 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 22,115 | |||
Exercise price (in dollars per share) | $ 0.05 | |||
Share price at grant date (in dollars per share) | 7.75 | |||
Fair value per option (in dollars per share) | $ 7.70 | |||
Award life (years) | 6 months | |||
Risk free rate | 0.30% | |||
October 19, 2018 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 788,377 | |||
Exercise price (in dollars per share) | $ 1.90 | |||
Share price at grant date (in dollars per share) | 1.90 | |||
Fair value per option (in dollars per share) | $ 0.60 | |||
Award life (years) | 3 years | |||
Risk free rate | 0.81% | |||
October 19, 2018 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 762,994 | |||
Exercise price (in dollars per share) | $ 1.90 | |||
Share price at grant date (in dollars per share) | 1.90 | |||
Fair value per option (in dollars per share) | $ 0.80 | |||
Award life (years) | 3 years | |||
Risk free rate | 0.90% | |||
March 29, 2019 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 916,000 | |||
Exercise price (in dollars per share) | $ 1.8 | |||
Share price at grant date (in dollars per share) | 1.8 | |||
Fair value per option (in dollars per share) | $ 0.65 | |||
Award life (years) | 3 years | |||
Risk free rate | 0.63% | |||
March 29, 2019 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 1,300,000 | |||
Exercise price (in dollars per share) | $ 1.8 | |||
Share price at grant date (in dollars per share) | 1.8 | |||
Fair value per option (in dollars per share) | $ 0.80 | |||
Award life (years) | 3 years | |||
Risk free rate | 0.63% | |||
December 23, 2019 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 600,000 | |||
Exercise price (in dollars per share) | $ 1.35 | |||
Share price at grant date (in dollars per share) | 1.35 | |||
Fair value per option (in dollars per share) | $ 0.55 | |||
Award life (years) | 4 years | |||
Risk free rate | 0.54% | |||
December 23, 2019 | Unapproved scheme | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 170,000 | |||
Exercise price (in dollars per share) | $ 1.35 | |||
Share price at grant date (in dollars per share) | 1.35 | |||
Fair value per option (in dollars per share) | $ 0.45 | |||
Award life (years) | 3 years | |||
Risk free rate | 0.54% | |||
January 11, 2019 | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 138,461 | |||
Exercise price (in dollars per share) | $ 0.05 | |||
Share price at grant date (in dollars per share) | 1.65 | |||
Fair value per option (in dollars per share) | $ 1.60 | |||
Award life (years) | 1 year | |||
Risk free rate | 0.79% | |||
December 24, 2019 | Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 3,358,732 | |||
Exercise price (in dollars per share) | $ 1.45 | |||
Share price at grant date (in dollars per share) | 1.35 | |||
Fair value per option (in dollars per share) | $ 0.40 | |||
Award life (years) | 3 years | |||
Risk free rate | 0.54% |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Dec. 31, 2019 | Jan. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Capital commitments | $ 0 | $ 0 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | Dec. 31, 2019 | Dec. 24, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jan. 31, 2019 | Feb. 07, 2020 | Jan. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of common stock shares into which warrants may be converted (in shares) | 3,358,732 | |||||||
Exercise price of warrants (in dollars per share) | $ 1.45 | |||||||
Quarterly vesting period | 3 years | |||||||
Warrants | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants lapsed (in shares) | 2,798,944 | |||||||
Private placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares into which warrants may be converted (in shares) | 26,306,765 | |||||||
Share price (in dollars per share) | $ 0.0143 | |||||||
Exercise price of warrants (in dollars per share) | $ 1.45 | |||||||
Private placement | Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares of common stock subscribed (in shares) | 33,231,410 | |||||||
Number of common stock shares into which warrants may be converted (in shares) | 4,984,711 | |||||||
Share price (in dollars per share) | $ 1.43 | |||||||
Exercise price of warrants (in dollars per share) | $ 1.58 | |||||||
Private placement | Former Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares of common stock subscribed (in shares) | 90,495 | |||||||
Number of common stock shares into which warrants may be converted (in shares) | 13,574 | |||||||
Share price (in dollars per share) | $ 1.43 | |||||||
Exercise price of warrants (in dollars per share) | $ 1.58 | |||||||
Consulting Agreement | Affiliated entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares into which warrants may be converted (in shares) | 3,358,732 | 3,358,732 | 3,358,732 | 3,358,732 | ||||
Exercise price of warrants (in dollars per share) | $ 1.44 | $ 1.43 | $ 1.43 | $ 1.43 | ||||
Monthly consultancy expense | $ 75,000 | $ 75,000 | ||||||
Quarterly vesting period | 3 years | 3 years | ||||||
Due to related parties | $ 7,000 | $ 0 | ||||||
Consultancy fees | Affiliated entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from related party transactions | 20,000 | $ 450,000 | 0 | |||||
Warrant vesting expense | Affiliated entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from related party transactions | $ 19,000 | $ 494,000 | $ 0 | |||||
Assignment and Assumption Agreement | Warrants | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants lapsed (in shares) | 2,798,944 | |||||||
Assignment and Assumption Agreement | Beneficial owner | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares into which warrants may be converted (in shares) | 2,938,891 | |||||||
Warrants vested (in shares) | 489,815 | 489,815 | 489,815 | |||||
Assignment and Assumption Agreement | Beneficial owner | Subsequent event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares into which warrants may be converted (in shares) | 2,938,891 | |||||||
Assignment and Assumption Agreement | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares into which warrants may be converted (in shares) | 419,841 | |||||||
Warrants vested (in shares) | 69,973 | 69,973 | 69,973 | |||||
Assignment and Assumption Agreement | Director | Subsequent event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares into which warrants may be converted (in shares) | 419,841 |