Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36866 | |
Entity Registrant Name | Summit Therapeutics Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 37-1979717 | |
Entity Address, Address Line One | One Broadway, 14th Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 617 | |
Local Phone Number | 514-7149 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | SMMT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 97,244,567 | |
Entity Central Index Key | 0001599298 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 102,194 | $ 66,417 |
Accounts receivable | 447 | 331 |
Prepaid expenses | 7,995 | 9,547 |
Other current assets | 985 | 1,523 |
Research and development tax credit receivables | 13,596 | 9,856 |
Total current assets | 125,217 | 87,674 |
Property and equipment, net | 684 | 725 |
Right-of-use assets | 1,487 | 554 |
Goodwill | 2,047 | 2,030 |
Intangible assets, net | 11,359 | 11,515 |
Total assets | 140,794 | 102,498 |
Current liabilities: | ||
Accounts payable | 4,114 | 6,140 |
Accrued expenses | 4,915 | 4,261 |
Other current liabilities | 581 | 729 |
Lease liabilities | 1,056 | 390 |
Deferred revenue and income | 7,423 | 8,370 |
Promissory note payable to a related party | 54,963 | 0 |
Total current liabilities | 73,052 | 19,890 |
Deferred revenue and income | 383 | 569 |
Lease liabilities | 351 | 75 |
Other non-current liabilities | 2,603 | 2,511 |
Total liabilities | 76,389 | 23,045 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value: 250,000,000 shares authorized; 82,919,522 and 82,575,064 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 829 | 826 |
Additional paid-in capital | 295,129 | 293,367 |
Accumulated other comprehensive loss | (3,119) | (3,794) |
Accumulated deficit | (228,434) | (210,946) |
Total stockholders' equity | 64,405 | 79,453 |
Total liabilities and stockholders' equity | $ 140,794 | $ 102,498 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 82,919,522 | 82,575,064 |
Common stock, shares outstanding (in shares) | 82,919,522 | 82,575,064 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement And Statement Of Comprehensive Income [Abstract] | ||
Revenue | $ 192 | $ 324 |
Operating expenses: | ||
Research and development | 18,379 | 12,912 |
General and administrative | 4,185 | 3,572 |
Total operating expenses | 22,564 | 16,484 |
Other operating income | 5,449 | 6,820 |
Operating loss | (16,923) | (9,340) |
Other income (expense), net | (565) | 3,261 |
Loss before income tax expense | (17,488) | (6,079) |
Income tax expense | 0 | (55) |
Net loss | $ (17,488) | $ (6,134) |
Loss per share: | ||
Basic (in dollars per share) | $ (0.21) | $ (0.09) |
Diluted (in dollars per share) | $ (0.21) | $ (0.09) |
Weighted-average shares used to compute loss per share: | ||
Basic (in shares) | 82,817,836 | 67,217,701 |
Diluted (in shares) | 82,817,836 | 67,217,701 |
Other comprehensive income / (loss): | ||
Change in foreign currency translation adjustment | $ 675 | $ (4,624) |
Comprehensive loss | $ (16,813) | $ (10,758) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Total Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 67,178,054 | ||||
Beginning balance at Dec. 31, 2019 | $ 78,863 | $ 672 | $ 241,204 | $ (4,764) | $ (158,249) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance on common stock from exercise of stock options (in shares) | 53,846 | ||||
Issuance of common stock from exercise of stock options | 3 | 3 | |||
Stock-based compensation | 297 | 297 | |||
Foreign currency translation adjustment | (4,624) | (4,624) | |||
Net loss | (6,134) | (6,134) | |||
Ending balance (in shares) at Mar. 31, 2020 | 67,231,900 | ||||
Ending balance at Mar. 31, 2020 | $ 68,405 | $ 672 | 241,504 | (9,388) | (164,383) |
Beginning balance (in shares) at Dec. 31, 2020 | 82,575,064 | 82,575,064 | |||
Beginning balance at Dec. 31, 2020 | $ 79,453 | $ 826 | 293,367 | (3,794) | (210,946) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance on common stock from exercise of stock options (in shares) | 317,535 | 344,458 | |||
Issuance of common stock from exercise of stock options | $ 897 | $ 3 | 894 | ||
Stock-based compensation | 868 | 868 | |||
Foreign currency translation adjustment | 675 | 675 | |||
Net loss | $ (17,488) | (17,488) | |||
Ending balance (in shares) at Mar. 31, 2021 | 82,919,522 | 82,919,522 | |||
Ending balance at Mar. 31, 2021 | $ 64,405 | $ 829 | $ 295,129 | $ (3,119) | $ (228,434) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (17,488) | $ (6,134) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 103 | 66 |
Unrealized foreign exchange gain | (1,719) | 75 |
Depreciation of operating right-of-use assets | 152 | 112 |
Depreciation | 80 | 72 |
Amortization of intangible assets | 255 | 266 |
Stock-based compensation | 868 | 297 |
Change in operating assets and liabilities: | ||
Accounts receivable | (114) | (1,246) |
Prepaid expenses | 1,638 | (472) |
Other current assets | 549 | 33 |
Research and development tax credit receivable | (3,661) | (1,645) |
Deferred revenue and income | (1,200) | 1,727 |
Accounts payable | (2,082) | 2,696 |
Accrued liabilities | 2,102 | (745) |
Lease liabilities | (152) | (61) |
Net cash used in operating activities | (20,669) | (4,959) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (39) | (30) |
Purchase of intangible assets | 0 | (164) |
Net cash used in investing activities | (39) | (194) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party promissory note | 55,000 | 0 |
Proceeds from exercise of stock options | 897 | 3 |
Net cash provided by financing activities | 55,897 | 3 |
Effect of exchange rates on cash and cash equivalents | 588 | (3,749) |
Increase / (decrease) in cash and cash equivalents | 35,777 | (8,899) |
Cash and cash equivalents at beginning of the period | 66,417 | 63,842 |
Cash and cash equivalents at end of the period | 102,194 | 54,943 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for income taxes | 0 | 6 |
Debt issuance costs in accrued expenses | $ 38 | $ 0 |
Nature of the business and oper
Nature of the business and operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the business and operations | Nature of the business and operations Summit Therapeutics Inc. ("Summit" or the "Company") 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. On September 18, 2020, Summit, a Delaware corporation, became the successor issuer to Summit Therapeutics plc, a public limited company incorporated under the laws of England and Wales with the Registrar of Companies of England and Wales, United Kingdom, for certain purposes under both the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such succession occurred pursuant to a statutory scheme of arrangement under U.K. law pursuant to which all Summit Therapeutics plc outstanding ordinary shares were exchanged on a five-for-one basis for newly issued shares of Summit common stock and Summit became the holding company of Summit Therapeutics plc (the predecessor registrant and former holding company) and its subsidiaries, which is referred to as the Redomiciliation Transaction. Concurrently, Summit Therapeutics plc was converted into a private limited company under the laws of England and Wales and renamed Summit Therapeutics Limited. In addition, the warrants and stock options to purchase shares of Summit Therapeutics plc were canceled and replacement warrants and stock options to purchase common stock in Summit Therapeutics Inc. were issued. The scheme of arrangement was accounted for as an exchange of equity interests among entities under common control. All assets and liabilities of Summit Therapeutics plc were assumed by Summit, resulting in the retention of the historical basis of accounting as if they had always been combined for accounting purposes and the historical consolidated financial statements of Summit Therapeutics plc became the historical consolidated financial statements of Summit Therapeutics Inc. All share and per share amounts for periods prior to the Redomiciliation Transaction in the financial statements have been retroactively reflected to be presented in shares of our common stock, par value $0.01 per share. |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation and summary of significant accounting policies | Basis of presentation and summary of significant accounting policies The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and disclosures required by 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 "Company") which are included in the Annual Report on Form 10-K, filed on March 31, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of a normal recurring nature, necessary for a fair statement of its financial position as of March 31, 2021, and its results of operations for the three months ended March 31, 2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020. The balance sheet at December 31, 2020, 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 or any other interim period. The financial results of the Company's activities are reported in U.S. dollars (“USD”). Certain prior period amounts within the consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2020 have been reclassified to conform to the current period presentation. Specifically, a foreign currency gain of $3.3 million previously included as part of total operating expenses within general and administrative expenses has been reclassified to be presented as part of other income (expense), net and expenses of $0.4 million previously reported as general and administration expenses are now presented as research and development expenses in conformity with the current period presentation. During the quarter ended December 31, 2020, the Company identified a deferred tax asset relating to the acquired carried forward tax losses arising from the acquisition of Discuva Limited in December 2017 that was not included as part of the business combination accounting. Furthermore, the Company identified deferred tax assets relating to available carried forward group tax losses arising as a result of the acquisition of Discuva Limited in December 2017 that were not included in the Company's subsequent balances sheets. As a result, in the Company's previously issued March 31, 2020 financial statements, the Company incorrectly recognized $0.4 million of goodwill and omitted the inclusion of deferred tax assets of $1.9 million in the balance sheet as of March 31, 2020. Since the Company's deferred tax liabilities and deferred tax assets both arise in the U.K. tax jurisdiction, accordingly these are offset on the consolidated balance sheet. The Company records a full valuation allowance against the deferred tax assets in excess of the deferred tax liabilities, as the deferred tax liability represents future reversals of existing taxable temporary differences. The impact of these errors on net (loss) income was a deferred tax benefit of $0.2 million the three months ended March 31, 2020. 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 errors 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 corrected for these errors by revising the March 31, 2020 balances herein and the annual financial statements on the Company's Form 10-K, filed on March 31, 2021. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP 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. Actual results could differ from those estimates. Impact of COVID-19 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 March 31, 2021, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally makes any estimates and assumptions as of March 31, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates. Recently adopted accounting standards In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. 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. This ASU became effective for the Company on January 1, 2021. The adoption of this update did not have a material impact on the Company’s consolidated financial statements. Recent accounting standards not yet adopted In January 2017, the FASB issues ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update simplifies the accounting for goodwill impairments by removing the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s “implied” goodwill under the current guidance. This update will be effective for the Company for fiscal years beginning after December 15, 2022. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. Other recent authoritative guidance issued by the FASB (including technical corrections to the FASB ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to have a material impact on the Company's consolidated financial statements. |
Going concern
Going concern | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, the Company had cash and cash equivalents of $102.2 million and an accumulated deficit of $228.4 million. During the three months ended March 31, 2021, the Company incurred a net loss of $17.5 million and used $20.7 million of cash in operating activities. The Company expects to continue to generate operating losses for the foreseeable future. Until such time as the Company can generate substantial revenue and achieve profitability, the Company will need to raise additional capital. On May 12, 2021, the Company closed its previously announced rights offering, which was fully subscribed. The Company received aggregate gross proceeds from the rights offering of $75.0 million from the sale of 14,312,976 shares of the Company’s common stock, par value $0.01, at a price per share of $5.24. In connection with the closing of the rights offering, the unsecured promissory note of $55.0 million received from Mr. Duggan on April 20, 2021, matured and became due, and the Company repaid all principal and accrued interest thereunder using a portion of the proceeds of the rights offering. The Company's existing cash resources, funding agreements, research and development tax credits receivable and the net proceeds of the rights offering, are expected to be sufficient to enable the Company to fund its current operating plans until the fourth quarter of 2022. The Company continues to evaluate options to further finance its cash needs through a combination of some, or all, of the following: equity and debt offerings, collaborations, strategic alliances, grants and clinical trial support from government entities, philanthropic, non-government and not-for-profit organizations and patient advocacy groups, and marketing, distribution or licensing arrangements. While the Company believes that funds would be available in this manner before the fourth quarter of 2022, 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. |
Segment reporting
Segment reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reporting The Company's chief operating decision maker, the Company’s Chief Executive Officer and Chief Operating Officer, views the Company’s operations and manages its business as a single reportable operating segment. The Company's single operating segment covers the Company’s research and development activities, primarily comprising the C. difficile infection ("CDI") program and antibiotic pipeline research activities. Since the Company operates in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements. The Company operates in two geographic regions: the United Kingdom and the United States. Substantially all of the Company's long-lived assets are held in the United Kingdom. For details of revenue from external customers by geography refer to Note 5. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Three Months Ended 2021 2020 Analysis of revenue by category: (in thousands) Licensing agreements $ 192 $ 324 $ 192 $ 324 Revenue recognized in the period consists only of amounts received from the license and commercialization agreement with Eurofarma Laboratórios S.A. Three Months Ended 2021 2020 Analysis of revenue by geography: (in thousands) Latin America $ 192 $ 324 $ 192 $ 324 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 Company granted Eurofarma the exclusive right to commercialize ridinilazole in specified countries in South America, Central America and the Caribbean. The Company has retained commercialization rights in the rest of the world. Under the terms of the license and commercialization agreement with Eurofarma, the Company received an upfront payment of $2.5 million from Eurofarma in December 2017. In February 2020, the Company 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 payment are included in the transaction price. These payments were initially reported as deferred revenue in the balance sheet and are being recognized as revenue ratably over the performance period. For the three months ended March 31, 2021 the Company recognized $0.2 million of revenue and $0.3 million for the three months ended March 31, 2020, which related to the upfront payment and the first enrollment milestone in accordance with the Company's revenue recognition policy. The revenue is being recognized ratably over the performance period to reflect the transfer of control to the customer occurring over the time period that the research and development services are provided by the Company, and this output method is, in management’s judgment, the best measure of progress towards satisfying the performance obligation. In addition, the Company 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 Company 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 Company receiving additional milestone payments, which, when combined with anticipated product supply transfer payments from Eurofarma paid to the Company 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 Company 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. |
Other operating income
Other operating income | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other operating income | Other operating income Three Months Ended 2021 2020 Analysis of other operating income by category: (in thousands) Income recognized in respect of BARDA $ 1,770 $ 4,949 Research and development credits 3,679 1,764 Grant income — 107 $ 5,449 $ 6,820 BARDA In September 2017, the Company 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 and reduction of recurrence of CDI. Under the terms of this contract, the Company 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 Company of certain agreed-upon milestones for ridinilazole. As of March 31, 2021, an aggregate of $53.9 million of the total committed BARDA funding had been received and the Company has recognized $47.4 million of cumulative income since contract inception. Research and development credits Income from research and development ("R&D") tax credits, consists of R&D tax credits received in the U.K. The Company benefits from two U.K. 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 the Company does not receive income. Tax credits related to the SME Program and RDEC are recorded as other operating income in the consolidated statements of operations and other comprehensive (loss) income. Under both schemes, the Company receives cash payments that are not dependent on the Company’s pre-tax net income levels. Based on criteria established by Her Majesty’s Revenue and Customs, or HMRC, a portion of expenditures being carried out in relation to the Company's pipeline research and development, clinical trials management and third-party manufacturing development activities are eligible for the SME regime and the Company expects such elements of expenditure will also continue to be eligible for the SME regime for future accounting periods. For the three months ended March 31, 2021 and March 31, 2020, the Company recognized research and development tax relief in respect of the SME regime of $3.5 million and $1.6 million, respectively, the remaining research and development credit related to the RDEC regime. CARB-X |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss per share | Loss per share The calculation of loss per share is based on the following data: Three Months Ended 2021 2020 (in thousands, except share data) Net loss $ (17,488) $ (6,134) Basic weighted average number of shares of common stock outstanding 82,817,836 67,217,701 Diluted weighted average number of shares of common stock outstanding 82,817,836 67,217,701 Basic loss per share from operations (0.21) (0.09) Diluted loss per share from operations (0.21) (0.09) Anti-dilutive shares excluded from diluted earnings per share 11,360,940 12,651,602 |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets March 31, 2021 December 31, 2020 Gross carrying amount Accumulated amortization and impairment Net Gross carrying amount Accumulated amortization and impairment Net (In thousands) Utrophin program acquired $ 4,572 $ (4,572) $ — $ 4,534 $ (4,534) $ — Discuva platform acquired 14,689 (3,330) 11,359 14,565 (3,050) 11,515 Option over non-financial asset 929 (929) — 921 (921) — Other patents and licenses 151 (151) — 150 (150) — $ 20,341 $ (8,982) $ 11,359 $ 20,170 $ (8,655) $ 11,515 Amortization expense was $0.3 million for the periods ended March 31, 2021 and March 31, 2020. |
Promissory note payable to a re
Promissory note payable to a related party | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Promissory note payable to a related party | Promissory note payable to a related party On March 24, 2021, the Company entered into a Note Purchase Agreement (the “Initial Purchase Agreement”) pursuant to which Robert W. Duggan, the Company's Executive Chairman, Chief Executive Officer and primary stockholder, loaned the Company $55.0 million in exchange for the issuance by the Company of an unsecured promissory note (the “Initial Note”) in the amount of $55.0 million. The Initial Note was to accrue interest at a rate per annum equal to 150% of the applicable 10 Year US Treasury rate, as adjusted monthly. The rate was initially estimated to be approximately 2.4%. The terms of the Initial Note were that it would mature and become due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $55.0 million, or (ii) 13 months from the date of issuance of the Initial Note. The Company incurred and capitalized an immaterial amount of debt issuance costs upon entering into the Initial Note, these costs are amortized over the term of the Initial Note. For the three months ended March 31, 2021, the Company recognized interest expense of $27 thousand (March 31, 2020: $nil) in respect of the Initial Note. As of March 31, 2021, the balance of the Initial Note was $55.0 million (March 31, 2020: $nil). Subsequent to period end, the Company determined, with Mr. Duggan’s agreement, to rescind both the Initial Purchase Agreement and the Initial Note issued, and repaid the principal amount of the Initial Note in full, without interest or penalty. See Note 12 Subsequent events for further details. On March 24, 2021, Mr. Duggan entered into a Note Purchase Agreement (the “Initial Purchase Agreement”) pursuant to which he loaned the Company $55.0 million in exchange for the issuance by the Company of an unsecured promissory note (the “Initial Note”) in the amount of $55.0 million. The Initial Note was to accrue interest at a rate per annum equal to 150% of the applicable 10 Year US Treasury rate, as adjusted monthly. The rate was initially estimated to be approximately 2.4%. The terms of the Initial Note were that it would mature and become due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $55.0 million, or (ii) 13 months from the date of issuance of the Initial Note. For the three months ended March 31, 2021, interest of $27 thousand accrued in respect of the Initial Note. On April 20, 2021, the Company determined, with Mr. Duggan’s agreement, to rescind both the Initial Purchase Agreement entered into with Mr. Duggan on March 24, 2021 and the Initial Note issued thereunder, and repaid the principal amount of the Initial Note in full, without interest or penalty. On April 20, 2021, subsequent to the repayment of the Initial Note, Mr. Duggan entered into a second Note Purchase Agreement (the “Second Purchase Agreement”) pursuant to which he loaned the Company $55.0 million in exchange for the issuance by the Company of an unsecured promissory note (the “Second Note”) in the amount of $55.0 million. The Second Note accrues interest at a rate per annum equal to 150% of the applicable 10 Year US Treasury rate, as adjusted monthly (initially estimated to be approximately 2.4%). The Company is permitted to prepay any portion of the Second Note at is option without penalty. The Second Note matures and becomes due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $55.0 million or (ii) 13 months from the date of issuance of the Second Note. Following consummation of the rights offering as described below in Note 12 Subsequent events, the Second Note matured and all principal and interest thereunder was repaid by the Company. On May 12, 2021, Mr. Duggan, participated in the Company's rights offering and purchased a total of 11,365,921 shares of the Company’s common stock, par value $0.01, at a price of $5.24 per share. After giving effect to the rights offering, Mr. Duggan is the beneficial owner of approximately 70.78% of the Company’s outstanding common stock. Dr. Zanganeh, the Company's Chief Operating Officer, also participated in the Company’s rights offering, purchasing a total of 389,077 shares of the Company’s common stock, par value $0.01, at a price of $5.24 per share. For further details related to the rights offering, see Note 12 Subsequent events. On March 26, 2021, the Company entered into a Sublease with Maky Zanganeh and Associates, Inc. ("MZA") consisting of 4,500 square feet of office space at 2882 Sand Hill Road, Menlo Park, CA (the “Sublease”). The Sublease runs until September 2022, with monthly rent payments to MZA of $57,960 in the first six months and $59,670 for the remainder of the term of the Sublease. The rent payable under the terms of the Sublease is equivalent to the proportionate share of the rent payable by MZA to the third party landlord, based on the square footage of office space sublet by the Company, and no mark-up has been applied. During the three months ended March 31, 2021, no payments were made pursuant to the Sublease, however the Company accrued charges of $28,980. |
Stock based compensation
Stock based compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock based compensation | Stock based compensation The following table summarizes stock option activity as of March 31, 2021, and changes during the three months ended March 31, 2021: Three Months Ended Weighted average exercise price Outstanding at January 1, 2021 3,672,968 $ 2.90 Granted 2,196,350 $ 4.77 Forfeited (11,980) $ 2.57 Exercised (317,535) $ 2.82 Number of outstanding options 5,539,803 $ 3.64 Exercisable at March 31, 2021 616,503 $ 2.13 In addition to the stock options outstanding above, as of March 31, 2021, the Company had granted 6,657,136 stock options subject to performance based conditions. As of March 31, 2021, the performance conditions had not been agreed and communicated and therefore a grant date for accounting purposes had not been established. As such, these performance based stock options have been excluded from the summary of stock option activity above and no expense has been recorded in the consolidated statement of operations. The total intrinsic value of all outstanding and exercisable stock options at March 31, 2021 was $12.9 million and $2.3 million, respectively. The following table summarizes restricted stock units ("RSUs") granted in the form of nominal-cost options as of March 31, 2021 and changes during the three months ended March 31, 2021: Three Months Ended Weighted average exercise price Outstanding at January 1, 2021 26,932 $ 0.07 Exercised during the period (26,932) $ 0.07 Number of outstanding RSUs — $ — The Company also had outstanding and exercisable warrants of 5,821,137 as of March 31, 2021 (December 31, 2020: 5,821,137) with weighted average exercise price of $1.56 and a total intrinsic value of $25.1 million. The following table summarizes stock-based compensation expense reflected in the consolidated statements of operations: Three Months Ended 2021 2020 (in thousands) Research and development $ 323 $ 84 General and administrative 546 213 Total stock-based compensation expense $ 869 $ 297 |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Promissory note payable to a related party On March 24, 2021, the Company entered into a Note Purchase Agreement (the “Initial Purchase Agreement”) pursuant to which Robert W. Duggan, the Company's Executive Chairman, Chief Executive Officer and primary stockholder, loaned the Company $55.0 million in exchange for the issuance by the Company of an unsecured promissory note (the “Initial Note”) in the amount of $55.0 million. The Initial Note was to accrue interest at a rate per annum equal to 150% of the applicable 10 Year US Treasury rate, as adjusted monthly. The rate was initially estimated to be approximately 2.4%. The terms of the Initial Note were that it would mature and become due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $55.0 million, or (ii) 13 months from the date of issuance of the Initial Note. The Company incurred and capitalized an immaterial amount of debt issuance costs upon entering into the Initial Note, these costs are amortized over the term of the Initial Note. For the three months ended March 31, 2021, the Company recognized interest expense of $27 thousand (March 31, 2020: $nil) in respect of the Initial Note. As of March 31, 2021, the balance of the Initial Note was $55.0 million (March 31, 2020: $nil). Subsequent to period end, the Company determined, with Mr. Duggan’s agreement, to rescind both the Initial Purchase Agreement and the Initial Note issued, and repaid the principal amount of the Initial Note in full, without interest or penalty. See Note 12 Subsequent events for further details. On March 24, 2021, Mr. Duggan entered into a Note Purchase Agreement (the “Initial Purchase Agreement”) pursuant to which he loaned the Company $55.0 million in exchange for the issuance by the Company of an unsecured promissory note (the “Initial Note”) in the amount of $55.0 million. The Initial Note was to accrue interest at a rate per annum equal to 150% of the applicable 10 Year US Treasury rate, as adjusted monthly. The rate was initially estimated to be approximately 2.4%. The terms of the Initial Note were that it would mature and become due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $55.0 million, or (ii) 13 months from the date of issuance of the Initial Note. For the three months ended March 31, 2021, interest of $27 thousand accrued in respect of the Initial Note. On April 20, 2021, the Company determined, with Mr. Duggan’s agreement, to rescind both the Initial Purchase Agreement entered into with Mr. Duggan on March 24, 2021 and the Initial Note issued thereunder, and repaid the principal amount of the Initial Note in full, without interest or penalty. On April 20, 2021, subsequent to the repayment of the Initial Note, Mr. Duggan entered into a second Note Purchase Agreement (the “Second Purchase Agreement”) pursuant to which he loaned the Company $55.0 million in exchange for the issuance by the Company of an unsecured promissory note (the “Second Note”) in the amount of $55.0 million. The Second Note accrues interest at a rate per annum equal to 150% of the applicable 10 Year US Treasury rate, as adjusted monthly (initially estimated to be approximately 2.4%). The Company is permitted to prepay any portion of the Second Note at is option without penalty. The Second Note matures and becomes due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $55.0 million or (ii) 13 months from the date of issuance of the Second Note. Following consummation of the rights offering as described below in Note 12 Subsequent events, the Second Note matured and all principal and interest thereunder was repaid by the Company. On May 12, 2021, Mr. Duggan, participated in the Company's rights offering and purchased a total of 11,365,921 shares of the Company’s common stock, par value $0.01, at a price of $5.24 per share. After giving effect to the rights offering, Mr. Duggan is the beneficial owner of approximately 70.78% of the Company’s outstanding common stock. Dr. Zanganeh, the Company's Chief Operating Officer, also participated in the Company’s rights offering, purchasing a total of 389,077 shares of the Company’s common stock, par value $0.01, at a price of $5.24 per share. For further details related to the rights offering, see Note 12 Subsequent events. On March 26, 2021, the Company entered into a Sublease with Maky Zanganeh and Associates, Inc. ("MZA") consisting of 4,500 square feet of office space at 2882 Sand Hill Road, Menlo Park, CA (the “Sublease”). The Sublease runs until September 2022, with monthly rent payments to MZA of $57,960 in the first six months and $59,670 for the remainder of the term of the Sublease. The rent payable under the terms of the Sublease is equivalent to the proportionate share of the rent payable by MZA to the third party landlord, based on the square footage of office space sublet by the Company, and no mark-up has been applied. During the three months ended March 31, 2021, no payments were made pursuant to the Sublease, however the Company accrued charges of $28,980. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On April 20, 2021, Mr. Duggan entered into a Second Note Purchase Agreement pursuant to which he loaned the Company $55.0 million in exchange for the issuance by the Company of an unsecured promissory note in the amount of $55.0 million. Prior to entering into the Second Purchase Agreement, the Company determined, with Mr. Duggan’s agreement, to rescind both the Initial Purchase Agreement entered into with Mr. Duggan on March 24, 2021 and the Initial Note issued thereunder, and had repaid the principal amount under such note in full, without interest or penalty. For further details of the Initial and Second Notes and the rescission, see Note 11 Related party transactions. On May 12, 2021, the Company closed its previously announced rights offering, which was fully subscribed. The Company received aggregate gross proceeds from the rights offering of $75.0 million from the sale of 14,312,976 shares of the Company’s common stock, par value $0.01, at a price per share of $5.24. Issuance costs associated with the rights offering were immaterial. In connection with the closing of the rights offering the Second Note matured and became due, and the Company repaid all principal and accrued interest thereunder using a portion of the proceeds of the rights offering. |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP 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. Actual results could differ from those estimates. |
Recently adopted accounting standards and recent accounting standards not yet adopted | Recently adopted accounting standards In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. 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. This ASU became effective for the Company on January 1, 2021. The adoption of this update did not have a material impact on the Company’s consolidated financial statements. Recent accounting standards not yet adopted In January 2017, the FASB issues ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update simplifies the accounting for goodwill impairments by removing the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s “implied” goodwill under the current guidance. This update will be effective for the Company for fiscal years beginning after December 15, 2022. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. Other recent authoritative guidance issued by the FASB (including technical corrections to the FASB ASC), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to have a material impact on the Company's consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Analysis of revenue by category | Three Months Ended 2021 2020 Analysis of revenue by category: (in thousands) Licensing agreements $ 192 $ 324 $ 192 $ 324 |
Analysis of revenue by geography | Three Months Ended 2021 2020 Analysis of revenue by geography: (in thousands) Latin America $ 192 $ 324 $ 192 $ 324 |
Other operating income (Tables)
Other operating income (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Analysis of other operating income by category | Three Months Ended 2021 2020 Analysis of other operating income by category: (in thousands) Income recognized in respect of BARDA $ 1,770 $ 4,949 Research and development credits 3,679 1,764 Grant income — 107 $ 5,449 $ 6,820 |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 2021 2020 (in thousands, except share data) Net loss $ (17,488) $ (6,134) Basic weighted average number of shares of common stock outstanding 82,817,836 67,217,701 Diluted weighted average number of shares of common stock outstanding 82,817,836 67,217,701 Basic loss per share from operations (0.21) (0.09) Diluted loss per share from operations (0.21) (0.09) Anti-dilutive shares excluded from diluted earnings per share 11,360,940 12,651,602 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | March 31, 2021 December 31, 2020 Gross carrying amount Accumulated amortization and impairment Net Gross carrying amount Accumulated amortization and impairment Net (In thousands) Utrophin program acquired $ 4,572 $ (4,572) $ — $ 4,534 $ (4,534) $ — Discuva platform acquired 14,689 (3,330) 11,359 14,565 (3,050) 11,515 Option over non-financial asset 929 (929) — 921 (921) — Other patents and licenses 151 (151) — 150 (150) — $ 20,341 $ (8,982) $ 11,359 $ 20,170 $ (8,655) $ 11,515 |
Stock based compensation (Table
Stock based compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table summarizes stock option activity as of March 31, 2021, and changes during the three months ended March 31, 2021: Three Months Ended Weighted average exercise price Outstanding at January 1, 2021 3,672,968 $ 2.90 Granted 2,196,350 $ 4.77 Forfeited (11,980) $ 2.57 Exercised (317,535) $ 2.82 Number of outstanding options 5,539,803 $ 3.64 Exercisable at March 31, 2021 616,503 $ 2.13 |
Schedule of RSU activity | The following table summarizes restricted stock units ("RSUs") granted in the form of nominal-cost options as of March 31, 2021 and changes during the three months ended March 31, 2021: Three Months Ended Weighted average exercise price Outstanding at January 1, 2021 26,932 $ 0.07 Exercised during the period (26,932) $ 0.07 Number of outstanding RSUs — $ — |
Schedule of stock-based compensation expense | The following table summarizes stock-based compensation expense reflected in the consolidated statements of operations: Three Months Ended 2021 2020 (in thousands) Research and development $ 323 $ 84 General and administrative 546 213 Total stock-based compensation expense $ 869 $ 297 |
Nature of the business and op_2
Nature of the business and operations (Details) | Sep. 18, 2020 | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Reverse stock split ratio | 0.2 | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Basis of presentation and sum_3
Basis of presentation and summary of significant accounting policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
General and administrative | $ 4,185 | $ 3,572 | |
Research and development | 18,379 | 12,912 | |
Goodwill | 2,047 | $ 2,030 | |
Deferred tax benefit | $ 0 | (55) | |
Reclassification adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
General and administrative | (400) | ||
Research and development | 400 | ||
Reclassification adjustment | General and administrative | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Foreign currency gain | (3,300) | ||
Reclassification adjustment | Other income (expense) | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Foreign currency gain | 3,300 | ||
Error correction adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | (400) | ||
Deferred tax assets | 1,900 | ||
Deferred tax benefit | $ 200 |
Going concern (Details)
Going concern (Details) - USD ($) $ / shares in Units, $ in Thousands | May 12, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 102,194 | $ 66,417 | ||
Accumulated deficit | 228,434 | $ 210,946 | ||
Net loss | 17,488 | $ 6,134 | ||
Net cash used in operating activities | $ 20,669 | $ 4,959 | ||
Related Party Transaction [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Subsequent event | ||||
Related Party Transaction [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.01 | |||
Subsequent event | Chief Executive Officer | Second Purchase Agreement | ||||
Related Party Transaction [Line Items] | ||||
Repayment of note payable | $ 55,000 | |||
Subsequent event | Rights offering | ||||
Related Party Transaction [Line Items] | ||||
Consideration received on sale of stock | $ 75,000 | |||
Shares issued in transaction (in shares) | 14,312,976 | |||
Share price (in dollars per share) | $ 5.24 | |||
Subsequent event | Rights offering | Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Shares issued in transaction (in shares) | 11,365,921 | |||
Share price (in dollars per share) | $ 5.24 |
Segment reporting (Details)
Segment reporting (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of geographic regions | 2 |
Revenue - Analysis of revenue b
Revenue - Analysis of revenue by category (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 192 | $ 324 |
Licensing agreements | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 192 | $ 324 |
Revenue - Analysis of revenue_2
Revenue - Analysis of revenue by geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 192 | $ 324 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 192 | $ 324 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - Licensing agreements - EuroFarma - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue, upfront payment | $ 2,500 | |||
Deferred revenue, enrollment milestone | $ 1,000 | |||
Revenue recognized related to upfront payment and enrollment milestone | $ 200 | $ 300 | ||
Revenue entitled to receive upon achieving patient enrollment targets | 2,750 | |||
Revenue entitled to receive upon achieving cumulative net sales targets | 21,400 | |||
Cumulative net sales target threshold | 100,000 | |||
Incremental cumulative net sales target threshold | $ 100,000 |
Other operating income - Analys
Other operating income - Analysis of other operating income by category (Details) - USD ($) $ in Thousands | 3 Months Ended | 43 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | |
Revenue from External Customer [Line Items] | |||
Research and development credits | $ 3,679 | $ 1,764 | |
Other operating income | 5,449 | 6,820 | |
BARDA | |||
Revenue from External Customer [Line Items] | |||
Grant income | 1,770 | 4,949 | $ 47,400 |
Other grant funding counterparties | |||
Revenue from External Customer [Line Items] | |||
Grant income | $ 0 | $ 107 |
Other operating income - Narrat
Other operating income - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 43 Months Ended | ||||
Jan. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Aug. 31, 2018USD ($) | Sep. 30, 2017USD ($)option_segment | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development tax relief in respect of the SME regime | $ 3,500 | $ 1,600 | |||||
BARDA | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Committed funding base | $ 32,000 | ||||||
Number of option segments | option_segment | 3 | ||||||
Maximum funding value | $ 72,500 | $ 63,700 | $ 62,000 | ||||
Committed funding increase | 8,800 | 9,600 | $ 12,000 | ||||
Total committed funding | $ 62,400 | $ 53,600 | |||||
Funding received | $ 53,900 | ||||||
Grant income | $ 1,770 | $ 4,949 | $ 47,400 |
Loss per share (Details)
Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (17,488) | $ (6,134) |
Basic weighted average number of shares of common stock outstanding (in shares) | 82,817,836 | 67,217,701 |
Diluted weighted average number of shares of common stock outstanding (in shares) | 82,817,836 | 67,217,701 |
Basic loss per common share from operations (in dollars per share) | $ (0.21) | $ (0.09) |
Diluted loss per share from operations (in dollars per share) | $ (0.21) | $ (0.09) |
Anti-dilutive shares excluded from diluted earnings per share (in shares) | 11,360,940 | 12,651,602 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 20,341 | $ 20,170 | |
Accumulated amortization and impairment | (8,982) | (8,655) | |
Net | 11,359 | 11,515 | |
Amortization of intangible assets | 255 | $ 266 | |
Software licenses | Utrophin program acquired | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 4,572 | 4,534 | |
Accumulated amortization and impairment | (4,572) | (4,534) | |
Net | 0 | 0 | |
Software licenses | Discuva platform acquired | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 14,689 | 14,565 | |
Accumulated amortization and impairment | (3,330) | (3,050) | |
Net | 11,359 | 11,515 | |
Option over non-financial asset | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 929 | 921 | |
Accumulated amortization and impairment | (929) | (921) | |
Net | 0 | 0 | |
Other patents and licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 151 | 150 | |
Accumulated amortization and impairment | (151) | (150) | |
Net | $ 0 | $ 0 |
Promissory note payable to a _2
Promissory note payable to a related party (Details) - USD ($) | Mar. 24, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | |||
Proceeds from related party promissory note | $ 55,000,000 | $ 0 | |
Chief Executive Officer | Initial Purchase Agreement | |||
Related Party Transaction [Line Items] | |||
Proceeds from related party promissory note | $ 55,000,000 | ||
Notes payable, estimated interest rate | 2.40% | ||
Notes payable, maturity triggering event, public offering proceeds threshold | $ 55,000,000 | ||
Notes payable, term | 13 months | ||
Interest expense | 27,000 | 0 | |
Notes payable | $ 55,000,000 | $ 55,000,000 | $ 0 |
Chief Executive Officer | Initial Purchase Agreement | 10 year US Treasury rate | |||
Related Party Transaction [Line Items] | |||
Notes payable, basis spread on variable rate | 150.00% |
Stock based compensation - Sche
Stock based compensation - Schedule of stock option activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of share options | |
Beginning balance (in shares) | shares | 3,672,968 |
Granted (in shares) | shares | 2,196,350 |
Forfeited (in shares) | shares | (11,980) |
Exercise (in shares) | shares | (317,535) |
Ending balance (in shares) | shares | 5,539,803 |
Weighted average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 2.90 |
Granted (in dollars per share) | $ / shares | 4.77 |
Forfeited (in dollars per share) | $ / shares | 2.57 |
Exercised (in dollars per share) | $ / shares | 2.82 |
Ending balance (in dollars per share) | $ / shares | $ 3.64 |
Stock option activity, additional disclosures | |
Exercisable, number of share options (in shares) | shares | 616,503 |
Weighted average exercise price, exercisable (in dollars per share) | $ / shares | $ 2.13 |
Stock based compensation - Narr
Stock based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options granted subject to performance based conditions (in shares) | 2,196,350 | |
Aggregate intrinsic value, outstanding options | $ 12.9 | |
Aggregate intrinsic value, exercisable options | $ 2.3 | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options granted subject to performance based conditions (in shares) | 6,657,136 | |
Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-option equity instruments outstanding (in shares) | 5,821,137 | 5,821,137 |
Non-option equity instruments exercisable (in shares) | 5,821,137 | 5,821,137 |
Weighted average exercise price of non-option equity instruments outstanding (in dollars per share) | $ 1.56 | |
Weighted average exercise price of non-option equity instruments exercisable (in dollars per share) | $ 1.56 | |
Intrinsic value of outstanding non-option equity instruments | $ 25.1 | |
Intrinsic value of exercisable non-option equity instruments | $ 25.1 |
Stock based compensation - Sc_2
Stock based compensation - Schedule of RSU activity (Details) - RSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of shares | ||
Beginning balance (in shares) | 26,932 | |
Exercised (in shares) | (26,932) | |
Ending balance (in shares) | 0 | |
Weighted average exercise price | ||
Exercise price (in dollars per share) | $ 0 | $ 0.07 |
Exercised (in dollars per share) | $ 0.07 |
Stock based compensation - Sc_3
Stock based compensation - Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 869 | $ 297 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 323 | 84 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 546 | $ 213 |
Related party transactions (Det
Related party transactions (Details) | May 12, 2021$ / sharesshares | Apr. 20, 2021USD ($) | Mar. 24, 2021USD ($) | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Sep. 25, 2021USD ($) | Sep. 30, 2022USD ($) | Mar. 26, 2021ft² | Dec. 31, 2020$ / shares |
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party promissory note | $ 55,000,000 | $ 0 | |||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Accrued charges | $ 28,980 | ||||||||
Subsequent event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Subsequent event | Rights offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued in transaction (in shares) | shares | 14,312,976 | ||||||||
Share price (in dollars per share) | $ / shares | $ 5.24 | ||||||||
Chief Executive Officer | Subsequent event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Beneficial ownership percentage | 70.78% | ||||||||
Chief Executive Officer | Subsequent event | Rights offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued in transaction (in shares) | shares | 11,365,921 | ||||||||
Share price (in dollars per share) | $ / shares | $ 5.24 | ||||||||
Chief Executive Officer | Initial Purchase Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party promissory note | $ 55,000,000 | ||||||||
Notes payable | $ 55,000,000 | 55,000,000 | 0 | ||||||
Notes payable, estimated interest rate | 2.40% | ||||||||
Notes payable, maturity triggering event, public offering proceeds threshold | $ 55,000,000 | ||||||||
Notes payable, term | 13 months | ||||||||
Interest expense | $ 27,000 | $ 0 | |||||||
Chief Executive Officer | Initial Purchase Agreement | 10 year US Treasury rate | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, basis spread on variable rate | 150.00% | ||||||||
Chief Executive Officer | Second Purchase Agreement | Subsequent event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party promissory note | $ 55,000,000 | ||||||||
Notes payable | $ 55,000,000 | ||||||||
Notes payable, estimated interest rate | 2.40% | ||||||||
Notes payable, maturity triggering event, public offering proceeds threshold | $ 55,000,000 | ||||||||
Notes payable, term | 13 months | ||||||||
Chief Executive Officer | Second Purchase Agreement | 10 year US Treasury rate | Subsequent event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, basis spread on variable rate | 150.00% | ||||||||
Chief Operating Officer | Subsequent event | Rights offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued in transaction (in shares) | shares | 389,077 | ||||||||
Share price (in dollars per share) | $ / shares | $ 5.24 | ||||||||
Affiliated entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Area of premises subleased | ft² | 4,500 | ||||||||
Affiliated entity | Forecast | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly expense from related party | $ 57,960 | $ 59,670 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ / shares in Units, $ in Thousands | May 12, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Proceeds from related party promissory note | $ 55,000 | $ 0 | |||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Common stock par value (in dollars per share) | $ 0.01 | ||||
Subsequent event | Rights offering | |||||
Subsequent Event [Line Items] | |||||
Consideration received on sale of stock | $ 75,000 | ||||
Shares issued in transaction (in shares) | 14,312,976 | ||||
Share price (in dollars per share) | $ 5.24 | ||||
Subsequent event | Chief Executive Officer | Rights offering | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 11,365,921 | ||||
Share price (in dollars per share) | $ 5.24 | ||||
Subsequent event | Chief Executive Officer | Second Purchase Agreement | |||||
Subsequent Event [Line Items] | |||||
Proceeds from related party promissory note | $ 55,000 | ||||
Notes payable | $ 55,000 |