Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 26, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37368 | ||
Entity Registrant Name | ADAPTIMMUNE THERAPEUTICS PLC | ||
Entity Incorporation, State or Country Code | X0 | ||
Entity Address, Address Line One | 60 Jubilee Avenue, Milton Park | ||
Entity Address, City or Town | Abingdon, Oxfordshire | ||
Entity Address, Country | GB | ||
Entity Address, Postal Zip Code | OX14 4RX | ||
City Area Code | 44 | ||
Entity Tax Identification Number | 00-0000000 | ||
Title of 12(b) Security | American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share | ||
Local Phone Number | 1235 430000 | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Trading Symbol | ADAP | ||
Entity Public Float | $ 348,548,767 | ||
Entity Common Stock, Shares Outstanding | 780,451,790 | ||
Entity Central Index Key | 0001621227 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 50,412 | $ 68,379 |
Marketable securities - available-for-sale debt securities | 39,130 | 136,755 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0 | 192 | |
Other current assets and prepaid expenses (including current portion of clinical materials) | 30,947 | 25,769 |
Total current assets | 120,489 | 231,095 |
Restricted cash | 4,496 | 4,097 |
Clinical materials | 2,503 | 3,953 |
Operating lease right-of-use assets, net of accumulated amortization | 20,789 | |
Property, plant and equipment, net of accumulated depreciation | 31,068 | 36,118 |
Intangibles, net of accumulated amortization | 2,198 | 1,473 |
Total assets | 181,543 | 276,736 |
Current liabilities | ||
Accounts payable | 6,357 | 4,083 |
Operating lease liabilities, current | 2,493 | |
Accrued expenses and other accrued liabilities | 23,363 | 20,354 |
Deferred revenue | 2,128 | |
Total current liabilities | 34,341 | 24,437 |
Operating lease liabilities, non-current | 22,966 | |
Other liabilities, non-current | 598 | 5,414 |
Total liabilities | 57,905 | 29,851 |
Stockholders' equity | ||
Common stock - Ordinary shares par value 0.001, 785,857,300 authorized and 631,003,568 issued and outstanding (2018: 701,103,126 authorized and 627,454,270 issued and outstanding) | 943 | 939 |
Additional paid in capital | 585,623 | 574,208 |
Accumulated other comprehensive loss | (7,264) | (9,763) |
Accumulated deficit | (455,664) | (318,499) |
Total stockholders' equity | 123,638 | 246,885 |
Total liabilities and stockholders' equity | $ 181,543 | $ 276,736 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts | $ | $ 0 | $ 0 |
Property, plant and equipment, accumulated depreciation | $ | 23,649 | 15,924 |
Intangibles, accumulated amortization | $ | $ 2,101 | $ 1,218 |
Common stock, shares authorized | shares | 785,857,300 | 701,103,126 |
Common stock, shares issued | shares | 631,003,568 | 627,454,270 |
Common stock, shares outstanding | shares | 631,003,568 | 627,454,270 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 1,122 | $ 59,505 |
Operating expenses | ||
Research and development | (97,501) | (98,269) |
General and administrative | (43,391) | (43,601) |
Total operating expenses | (140,892) | (141,870) |
Operating loss | (139,770) | (82,365) |
Interest income | 2,772 | 2,849 |
Other income (expense), net | 75 | (15,501) |
Loss before income taxes | (136,923) | (95,017) |
Income tax expense | (242) | (497) |
Net loss attributable to ordinary shareholders | $ (137,165) | $ (95,514) |
Net loss per ordinary share - Basic and diluted | ||
Basic and diluted (in dollars per share) | $ (0.22) | $ (0.16) |
Weighted average shares outstanding: | ||
Basic and diluted (in shares) | 629,805,218 | 584,338,942 |
Development revenue | ||
Revenue | $ 1,122 | $ 20,391 |
License revenue | ||
Revenue | $ 39,114 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Losses accrued on firm purchase commitments | $ 5,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (137,165) | $ (95,514) |
Other comprehensive (loss) income, net of tax | ||
Foreign currency translation adjustments, net of tax of $0 and $0 | (9,478) | 8,260 |
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax | 11,783 | |
Unrealized (gains) losses on available-for-sale debt securities | ||
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 and $0 | 207 | 1,145 |
Reclassification adjustment for (gains) losses on available-for-sale debt securities included in net loss, net of tax of $0 and $0 | (13) | 2,473 |
Total comprehensive loss for the period | $ (134,666) | $ (83,636) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0 |
Foreign currency losses on intercompany loan of a long-term investment nature, tax | 0 | 0 |
Unrealized holding gains on available-for-sale debt securities, tax | 0 | 0 |
Reclassification adjustment for losses on available-for-sale debt securities included in net loss, tax | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common stock | Additional paid in capital | Accumulated foreign currency translation adjustments | Accumulated unrealized gains (losses) on available-for-sale debt securities | Accumulated deficit | Total |
Increase (Decrease) in Stockholders' Equity | ||||||
Cumulative effect of applying new accounting standards | $ 8,645 | $ 8,645 | ||||
Beginning balance as adjusted, shares | 562,119,334 | |||||
Beginning balance as adjusted | $ 854 | $ 455,401 | $ (17,867) | $ (3,774) | (222,985) | 211,629 |
Balance at the beginning of the period at Dec. 31, 2017 | $ 854 | 455,401 | (17,867) | (3,774) | (231,630) | 202,984 |
Balance at the beginning of the period, shares at Dec. 31, 2017 | 562,119,334 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of shares upon completion of registered direct offering | $ 78 | 99,575 | 99,653 | |||
Issuance of shares upon completion of registered direct offering (in shares) | 60,000,000 | |||||
Issuance of shares upon exercise of stock options | $ 7 | 3,030 | $ 3,037 | |||
Issuance of shares upon exercise of stock options (in shares) | 5,334,936 | 5,334,936 | ||||
Foreign currency translation adjustments | 8,260 | $ 8,260 | ||||
Unrealized holding losses on available-for-sale debt securities, net of tax of $0 | 1,145 | 1,145 | ||||
Reclassification from accumulated other comprehensive income of losses on available-for-sale debt securities included in net income, net of tax of $0 | 2,473 | 2,473 | ||||
Net loss | (95,514) | (95,514) | ||||
Share-based compensation expense | 16,202 | 16,202 | ||||
Balance at the end of the period at Dec. 31, 2018 | $ 939 | 574,208 | (9,607) | (156) | (318,499) | $ 246,885 |
Balance at the end of the period, shares at Dec. 31, 2018 | 627,454,270 | 627,454,270 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of shares upon exercise of stock options | $ 4 | 362 | $ 366 | |||
Issuance of shares upon exercise of stock options (in shares) | 3,549,298 | 3,549,298 | ||||
Foreign currency translation adjustments | (9,478) | $ (9,478) | ||||
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 | 11,783 | 11,783 | ||||
Unrealized holding losses on available-for-sale debt securities, net of tax of $0 | 207 | 207 | ||||
Reclassification from accumulated other comprehensive income of losses on available-for-sale debt securities included in net income, net of tax of $0 | (13) | (13) | ||||
Net loss | (137,165) | (137,165) | ||||
Share-based compensation expense | 11,053 | 11,053 | ||||
Balance at the end of the period at Dec. 31, 2019 | $ 943 | $ 585,623 | $ (7,302) | $ 38 | $ (455,664) | $ 123,638 |
Balance at the end of the period, shares at Dec. 31, 2019 | 631,003,568 | 631,003,568 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other comprehensive income (loss), available-for-sale securities, before reclassification adjustments, tax | ||
Unrealized holding gains on available-for-sale debt securities, tax | $ 0 | $ 0 |
Reclassification from accumulated other comprehensive income of gains on available-for-sale debt securities included in net income, tax | 0 | 0 |
Foreign currency losses on intercompany loan of a long-term investment nature, tax | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (137,165,000) | $ (95,514,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,172,000 | 7,188,000 |
Amortization | 838,000 | 622,000 |
Share-based compensation expense | 11,053,000 | 16,202,000 |
Realized loss on available-for-sale debt securities | 2,473,000 | |
Realized gain on available-for-sale debt securities | (13,000) | |
Unrealized foreign exchange losses | 1,076,000 | 9,747,000 |
Other | (185,000) | 237,000 |
Changes in operating assets and liabilities: | ||
Increase in receivables and other operating assets | (1,436,000) | (5,162,000) |
(Increase) decrease in non-current operating assets | (1,450,000) | 742,000 |
Increase (decrease) in payables and deferred revenue | 7,603,000 | (40,923,000) |
Net cash used in operating activities | (112,507,000) | (104,388,000) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (1,592,000) | (3,910,000) |
Acquisition of intangibles | (1,482,000) | (798,000) |
Maturity or redemption of marketable securities | 125,303,000 | 138,038,000 |
Investment in marketable securities | (27,284,000) | (150,787,000) |
Net cash provided by (used in) investing activities | 94,945,000 | (17,457,000) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, net of issuance costs of $0 and $347 | 99,653,000 | |
Proceeds from exercise of stock options | 366,000 | 3,037,000 |
Net cash provided by financing activities | 366,000 | 102,690,000 |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | (372,000) | 3,335,000 |
Net decrease in cash and cash equivalents | (17,568,000) | (15,820,000) |
Cash, cash equivalents and restricted cash at start of period | 72,476,000 | 88,296,000 |
Cash, cash equivalents and restricted cash at end of period | 54,908,000 | 72,476,000 |
Supplemental cash flow information | ||
Interest received | 3,426,000 | 3,114,000 |
Income taxes paid | $ 201,000 | $ 258,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock | ||
Cash flows from financing activities | ||
Stock issuance costs | $ 0 | $ 347 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
General | |
General | Note 1 — General Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4RX, United Kingdom. Adaptimmune Therapeutics plc and its subsidiaries (collectively “Adaptimmune” or the “Company”) is a clinical-stage biopharmaceutical company primarily focused on providing novel cell therapies to The Company is subject to a number of risks similar to other biopharmaceutical companies in the early stage of clinical development including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or clinical programs, the need to obtain marketing approval for its SPEAR T-cells, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s SPEAR T-cells, the need to develop a reliable commercial manufacturing process, the need to commercialize any T-cell therapies that may be approved for marketing, and protection of proprietary technology. If the Company does not successfully commercialize any of its SPEAR T-cell s, it will be unable to generate product revenue or achieve profitability. The Company had an accumulated deficit of |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies (a) Basis of presentation The Consolidated Financial Statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Annual Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. (b) Use of estimates in financial statements The preparation of financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, assessment of the utility of clinical materials, estimation of the incremental borrowing rate for operating leases, estimating clinical trial expenses and estimating R&D tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. (c) Going concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. As of December 31, 2019, the Company had cash and cash equivalents of $50.4 million, marketable securities of $39.1 million, and stockholders’ equity of $123.6 million. On January 13, 2020, the Company entered into a co-development and co-commercialization agreement with Astellas Pharma Inc. and received an upfront payment of $50.0 million in January 2020 under the agreement. The Company is also entitled to receive research funding of up to $7.5 million per year. On January 24, 2020, the Company closed an underwritten public offering of 21,000,000 American Depository Shares (ADSs) which, together with the full exercise by the underwriters on February 7, 2020 of their option to purchase an additional 3,150,000 ADSs, generated net proceeds of approximately $89.8 million. These events resolved the conditions previously reported in our Form 10-Q for the three months ended September 30, 2019 that had raised substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date the financial statements were issued. During the year ended December 31, 2019, the Company incurred a net loss of $137.2 million, used cash of $112.5 million in its operating activities, and generated revenues of $1.1 million. The Company has incurred net losses in most periods since inception, and it expects to incur operating losses in future periods. Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. Although our financial statements have been prepared on a going concern basis, if the Company fails to obtain additional financing in future, this may raise substantial doubt over the Company’s ability to continue as a going concern in future reporting periods. (d) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the Consolidated Statement of Operations. At the end of May 2018, the Company’s investments in marketable securities were transferred to the ultimate parent company, Adaptimmune Therapeutics plc, with a U.S. dollar functional currency, which reduced the potential for foreign exchange gains or losses arising on these investments. The Company’s U.K. subsidiary has an intercompany loan balance in U.S dollars payable to the ultimate parent company, Adaptimmune Therapeutics plc. Beginning on July 1, 2019, the intercompany loan was considered of a long-term investment nature as repayment is not planned or anticipated in the foreseeable future. It is Adaptimmune Therapeutics plc’s intent not to request payment of the intercompany loan for the foreseeable future. The foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature are reported within other comprehensive income (loss). The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income (loss). Foreign exchange losses were $137,000 and $15,257,000 for the years ended December 31, 2019 and 2018, respectively, and are included within Other income (expense), net in the Consolidated Financial Statements. (e) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 4, Financial Instruments. (f) Accumulated other comprehensive income (loss) The following amounts were reclassified out of other comprehensive income (in thousands): Amount reclassified Year ended December 31, Component of accumulated other comprehensive income 2019 2018 Affected line item in the Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for (gains) losses on available-for-sale debt securities $ (13) $ 2,473 Other income (expense), net (g) Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances, commercial paper and corporate debt securities with maturities of three months or less at acquisition and short deposits with maturities of three months or less. The Company’s restricted cash consists of cash providing security for letters of credit in respect of lease agreements and credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2019 2018 Cash and cash equivalents $ 50,412 $ 68,379 Restricted cash 4,496 4,097 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 54,908 $ 72,476 (h ) Available-for-sale debt securities As of December 31, 2019, the Company has the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities – available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Cash equivalents: Money market funds Less than 3 months $ 16,822 $ — $ — $ 16,822 $ 16,822 $ — $ — $ 16,822 Marketable securities: Corporate debt securities Less than 3 months $ 23,479 $ 7 $ (1) $ 23,485 Corporate debt securities 3 months to 1 year 15,613 32 — 15,645 $ 39,092 $ 39 $ (1) $ 39,130 As of December 31, 2018, the Company had the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities — available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Estimated Maturity cost Gains Losses Fair Value Marketable securities: Corporate debt securities 3 months to 1 year $ 102,818 $ 5 $ (120) $ 102,703 Corporate debt securities 1 23,153 — (43) 23,110 Agency bond 3 months to 1 year 3,963 2 — 3,965 Treasury bills 3 months to 1 year 1,980 — — 1,980 Certificate of deposit 3 months to 1 year 3,002 — — 3,002 Commercial paper 3 months to 1 year 1,995 — — 1,995 $ 136,911 $ 7 $ (163) $ 136,755 At December 31, 2019, the Company has classified all of its available-for-sale debt securities, including those with maturities beyond one year, as current assets on the accompanying Consolidated Balance Sheets based on the highly-liquid nature of these investment securities and because these investment securities are considered available for use in current operations. The investment in available-for-sale debt securities is measured at fair value at each reporting date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses, interest income and amortization of premiums and discounts at acquisition are included in other income (expense), net. In the year ended December 31, 2019 and 2018, proceeds from the maturity or redemption of available-for-sale debt securities were At each reporting date, the Company assesses whether each individual investment is impaired, which occurs if the fair value is less than the amortized cost, adjusted for amortization of premiums and discounts at acquisition. If the investment is impaired, the impairment is assessed to determine if it is other than temporary. Impairments judged to be other than temporary are included in other income (expense), net when they are identified. The aggregate fair value (in thousands) and number of securities held by the Company in an unrealized loss position as of December 31, 2019 and 2018 are as follows: December 31, 2019 December 31, 2018 Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Marketable securities: Corporate debt securities $ 2,013 1 $ (1) $ 117,179 37 $ (163) As of December 31, 2019 and 2018, these securities are not considered to be other than temporarily impaired because the impairments are not severe, have been for a short duration and are due to normal market and exchange rate fluctuations. No securities have been in an unrealized loss position for more than one year. Furthermore, the Company does not intend to sell the debt securities in an unrealized loss position, and it is unlikely that the Company will be required to sell these securities before the recovery of the amortized cost. The cost of securities sold is based on the specific-identification method. Interest on debt securities is included in interest income. Our investment in available-for-sale debt securities is subject to credit risk. The Company’s investment policy limits investments to certain types of instruments, such as money market instruments and corporate debt securities, places restrictions on maturities and concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio. (i) Accounts receivable Accounts receivable are amounts due from customers. As of December 31, 2019 and 2018, the Company had one customer, which was GlaxoSmithKline, or GSK. Management analyses current and past due accounts and determines if an allowance for uncollectible accounts is required based on collection experience and other relevant information. As of December 31, 2019 and 2018, the allowance for doubtful accounts is $nil (j) Clinical materials Clinical materials for use in research and development with alternative future use are capitalized as either other current assets or other non-current assets, depending on the timing of their expected consumption. The Company assesses whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Company also assesses whether there is an expected decline in the utility of materials to be purchased under future commitments at the end of each reporting period. Further information is disclosed in Note 9. (k) Property, plant and equipment Property, plant and equipment is stated at cost, less any impairment losses, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease Assets under construction are not depreciated until the asset is available and ready for its intended use. The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. (l) Intangibles Intangibles primarily include acquired software licenses and third party software in development, which are recorded at cost and amortized over the estimated useful lives of approximately three years. Intangibles are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. (m) Leases prior to the adoption of ASC 842 on January 1, 2019 Costs in respect of operating leases in the year ended December 31, 2018 prior to the adoption of ASC 842 were charged to the Consolidated Statement of Operations on a straight-line basis over the lease term. Rent holidays were recognized on a straight-line basis over the lease term (including any rent holiday period). Lease incentives, including leasehold improvement incentives or allowances, were recorded as deferred rent and amortized as reductions to lease expense over the lease term. Leasehold improvements made by a lessee that were funded by landlord incentives or allowances were recorded as leasehold improvement assets and amortized over the shorter of the useful life of the asset and the non-cancellable lease term. Lease expenses amounted to $3,399,000 for the year ended December 31, 2018. These were recorded within research and development and general and administrative expenses in the Company’s Consolidated Statements of Operations. (n) Leases after the adoption of ASC 842 on January 1, 2019 On January 1, 2019, the Company adopted a new standard, Accounting Standard Update 2016-02 – Leases, which is codified in ASC 842. The comparative financial information for the year ended December 31, 2018 has not been restated and is prepared in accordance with the accounting policies that are described in Note 2 to the Consolidated Financial Statements included in the Annual Report. The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. All the Company’s leases are classified as operating leases as they were previously classed as these and the lease classification is not reassessed on adoption of ASC 842. Operating lease right-of-use (ROU) assets and operating lease liabilities recognized in the Consolidated Balance Sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments arising from the lease respectively. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. Since the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rates (the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment) based on the information available at commencement date in determining the discount rate used to calculate the present value of lease payments. As the Company has no external borrowings, the incremental borrowing rates are determined using information on indicative borrowing rates that would be available to the Company based on the value, currency and borrowing term provided by financial institutions, adjusted for company and market specific factors. The lease term is based on the non-cancellable period in the lease contract, and options to extend the lease are included when it is reasonably certain that the Company will exercise that option. Any termination fees are included in the calculation of the ROU asset and lease liability when it is assumed that the lease will be terminated. The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from non-lease components (e.g. common-area maintenance costs and service charges based on utilization) which are recognized over the period in which the obligation occurs. At each reporting date, the operating lease liabilities are increased by interest and reduced by repayments made under the lease agreements. The right-of-use asset is subsequently measured for an operating lease at the amount of the remeasured lease liability (i.e. the present value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, and any unamortized initial direct costs. The Company has operating leases in relation to property for office and research facilities. All of the leases have termination options, and it is assumed that the initial termination options for the buildings will be activated for most of these. The maximum lease term without activation of termination options is to 2041. In May 2017, the Company entered into an agreement for the lease of a building at Milton Park, Oxfordshire, United Kingdom. The term of the lease expires on October 23, 2041, with termination options exercisable by the Company on the fifth anniversary of the lease commencement date and at approximately five yearly intervals thereafter. In September 2015, the Company entered into an agreement for a 25- year lease, with early termination options, for a research and development facility in Oxfordshire, United Kingdom. In October 2016, the Company entered into the lease for that facility following the completion of construction. In July 2015, the Company entered into a 15 year lease agreement, with an early termination option at 123 months, for offices and research facilities in Philadelphia, United States. The lease commenced upon completion of construction in October 2016. The Company has elected not to recognize a right-of-use asset and lease liability for short-term leases. A short-term lease is a lease with a lease term of 12 months or less and which does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within Research and development and General and administrative expenses in the Consolidated Statement of Operations. The operating lease cash flows are categorized under Net cash used in operating activities in the Consolidated Statement of Cash Flows. (o) Segmental reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer, manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by function and the CODM makes decisions using this information on a global basis. Accordingly, the Company has determined that it operates in one operating segment. (p) Revenue On January 1, 2018, the Company adopted new guidance on revenue recognition, which has been codified within ASC 606. During the year ended December 31, 2019, the Company had contract with a customer, which is the GSK Collaboration and License Agreement. The GSK Collaboration and License Agreement consists of multiple performance obligations, including the transition of the NY-ESO SPEAR T-cell program to GSK, the development of a second and third target, and an exclusive license (the “NY-ESO License”) to research, develop, and commercialize the Company’s NY-ESO SPEAR T-cell therapy program. In September 2017, GSK exercised its option to obtain the NY-ESO License and a detailed transition plan followed, identifying the steps needed to complete transition of the Investigational New Drug (IND) process with the Food and Drug Administration (FDA) for the NY-ESO SPEAR T-cell program to GSK. On July 23, 2018, the transition activities were substantially completed and the IND for the NY-ESO SPEAR T-cell program transferred to GSK. GSK nominated a second target program for the PRAME target antigen, which was announced on 9 January 2017. The Company completed all work under this collaboration program in 2018. The program led to the development of a final lead candidate SPEAR T-cell directed to a specific peptide from the PRAME antigen. GSK and Adaptimmune agreed that the collaboration should not continue due to the peptide, to which the lead candidate was directed, not reaching GSK criteria. In 2019, GSK has nominated its third target under the Collaboration and License Agreement. Development of products to this target commenced in the year ended December 31, 2019, and the Company received $3.2 million following the nomination of the target. The development of products to the third target is a separate performance obligation. Revenue allocated to this performance obligation is expected to be recognized by the end of 2020 as the development progresses. Future revenues will depend on the progress of the development programs within the Collaboration and License Agreement, and GSK’s progress with the NY-ESO program, which are difficult to predict. There was no variable consideration at December 31, 2019. The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. The determination of whether a milestone is probable includes consideration of the following factors: ● whether achievement of a development milestone is highly susceptible to factors outside the entity’s influence, such as milestones involving the judgment or actions of third parties, including regulatory bodies or the customer; ● whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time; ● whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and. ● the complexity and inherent uncertainty underlying the achievement of the milestone. Under the terms of the GSK Collaboration and License Agreement, the Company may also be entitled to development milestones. T he development and regulatory milestones are per product milestones and are dependent on achievement of certain obligations, the nature of the product being developed, stage of development of product, territory in which an obligation is achieved and type of indication or indications in relation to which the product is being developed. In addition, for any program multiple products may be developed to address different HLA-types. These amounts have not been included within the transaction price as of December 31, 2019 because they are not considered probable. The Company may also receive commercialization milestones upon the first commercial sale of a product based on the indication and the territory and mid-single to low double-digit royalties on worldwide net sales. These amounts have not been included within the transaction price as of December 31, 2019 because they are sales or usage-based royalties promised in exchange for a license of intellectual property, which will be recognized when the subsequent sale or usage occurs. The payments to the Company under the contract are typically due upon achievement of milestones and within standard payment terms (approximating to 45 days). The contract does not include a significant financing component. The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation. The Company satisfies the performance obligations relating to the development of each target over time and recognizes revenue based on an estimate of the percentage of completion of the project determined based on the costs incurred on the project as a percentage of the total expected costs. The Company considers that this depicts the progress of the project, where the significant inputs are internal project resource and third-party clinical and manufacturing costs. The determination of the percentage of completion requires the Company to estimate the costs-to-complete the project. The Company makes a detailed estimate of the costs-to-complete on an annual basis as part of the Company’s budgeting process, which is re-assessed every reporting period based on the latest project plan and discussions with project teams. If a change in facts or circumstances occurs, the estimate is adjusted and the revenue is recognized based on the revised estimate. The difference between the cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised estimate is recognized as an adjustment to revenue in the period in which the change in estimate occurs. The previous performance obligation relating to the NY-ESO License was recognized at a point-in-time, upon commencement of the license in 2018. The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue (contract liability) when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations. Once a right to receive consideration is unconditional, that amount is presented as a receivable. Changes in deferred revenue typically arise due to: ● adjustments arising from a change in the estimate of the cost to complete the project, which results in a cumulative catch-up adjustment to revenue that affects the corresponding contract asset or deferred revenue; ● a change in the estimate of the transaction price due to changes in the assessment of whether variable consideration is constrained because it is not considered probable of being received; ● the recognition of revenue arising from deferred revenue; and ● the reclassification of amounts to receivables when a right to consideration to becomes unconditional. A change in the estimate of variable consideration constrained (for example, if a development milestone becomes probable of being received) could result in a significant change in the revenue recognized and deferred revenue. Revenue is recognized when earned and realized or realizable, which is generally when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured. Where applicable, all revenues are stated net of value added and similar taxes. (q) Research and development expenditures Research and development expenditures are expensed as incurred. Expenses related to clinical trials are recognized as services are received. Nonrefundable advance payments for services are deferred and recognized in the Consolidated Statement of Operations as the services are rendered. This determination is based on an estimate of the services received and there may be instances when the payments to vendors exceed the level of services provided resulting in a prepayment of the clinical expense. If the actual timing of the performance of services varies from our estimate, the accrual or prepaid expense is adjusted accordingly. Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. The Company expensed acquired in-process R&D of $4,556,000, and $210,000 in the years ended December 31, 2019 and 2018, respectively. Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and amortized over the remaining useful life of the product. Research and development expenditure is presented net of R&D tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. Reimbursable R&D tax and expenditure credits were $18,649,000 and $17,299,000 in the years ended December 31, 2019 and 2018, respectively. (r) Share-based compensation The Company awards certain employees and non-employees options over the ordinary shares of the parent company. The cost of share-based awards issued to employ |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenue | Note 3 — Revenue Revenue from contracts with customers arises from one customer, which is GSK, in one geographic location, which is the United Kingdom. Revenue comprises the following categories (in thousands): Year ended December 31, 2019 2018 Development $ 1,122 $ 20,391 Licenses — 39,114 $ 1,122 $ 59,505 The deferred revenue balance as of January 1, 2019 and 2018 respectively, and December 31, 2019 and 2018 respectively is as follows (in thousands): 2019 2018 Deferred revenue at January 1 $ — $ 30,090 Amounts invoiced in the period 3,217 30,077 Revenue in the period (1,122) (59,505) Changes in variable consideration — (10,396) Changes in the measure of progress — 5,027 Foreign exchange arising on consolidation 33 4,707 Deferred revenue at December 31 $ 2,128 $ — |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2019 | |
Financial instruments | |
Financial instruments | Note 4 — Financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, restricted cash, accounts receivable, accounts payable and accrued expenses. Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2019 are as follows (in thousands): Fair value measurements using December 31, Level 1 Level 2 Level 3 2019 Assets: Marketable securities: Corporate debt securities $ 39,130 $ 39,130 $ — $ — $ 39,130 $ 39,130 $ — $ — Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2018 are as follows (in thousands): Fair value measurements using December 31, Level 1 Level 2 Level 3 2018 Assets: Marketable securities: Corporate debt securities $ 125,813 $ 125,813 $ — $ — Agency bond 3,965 — 3,965 — Treasury bills 1,980 — 1,980 — Certificate of deposit 3,002 — 3,002 — Commercial paper 1,995 — 1,995 — $ 136,755 $ 125,813 $ 10,942 $ — The Company estimates the fair value of available-for-sale debt securities with the aid of a third party valuation service, which uses actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value. If observed market prices are not available (for example securities with short maturities and infrequent secondary market trades), the securities are priced using a valuation model maximizing observable inputs, including market interest rates. Significant concentration of credit risk The Company held cash and cash equivalents of $50,412,000, marketable securities of $39,130,000 and restricted cash of $4,496,000 as of December 31, 2019. The cash and cash equivalents and restricted cash are held with multiple banks and the Company monitors the credit rating of those banks. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation in the United States and the U.K. Government Financial Services Compensation Scheme in the United Kingdom. The Company has one customer as a result of the GSK Collaboration and License Agreement. There were no trade receivables as of December 31, 2019 and $192,000 as of December 31, 2018. Trade receivables arise in relation to the GSK Collaboration and License Agreement. The Company has been transacting with GSK since June 2014, during which time no impairment losses have been recognized. As of December 31, 2019, there were no overdue accounts receivable. Foreign exchange risk The Company is exposed to foreign exchange rate risk because it operates in the United Kingdom and the United States. The Company’s revenue from the GSK Collaboration and License Agreement is denominated in pounds sterling and is generated by our U.K.-based subsidiary, which has a pounds sterling functional currency. As a result, these sales are subject to translation into U.S. Dollars when the financial statements are consolidated. Expenses are generally denominated in the currency in which the Company’s operations are located, which are the United Kingdom and the United States. However, the U.K.-based subsidiary incurs significant research and development costs in U.S. dollars and, to a lesser extent, Euros. The results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which could harm the Company’s business in the future. Management seeks to minimize this exposure by maintaining currency cash balances at levels appropriate to meet foreseeable expenses in U.S. dollars and pounds sterling. To date, the Company has not used forward exchange contracts or other currency hedging products to manage exchange rate exposure, although it may do so in the future. The exchange rate as of December 31, 2019, the last business day of the reporting period, was £1.00 to $1.31. Interest Rate Risk Surplus cash and cash equivalents are invested in interest-bearing savings, money market funds, corporate debt securities and commercial paper from time to time. Investments in corporate debt securities are subject to fixed interest rates. The Company’s exposure to interest rate sensitivity is impacted by changes in the underlying U.K. and U.S. bank interest rates and the fair market value of its corporate debt securities will fall in value if market interest rates increase. Management believes that an immediate one percentage point change in interest rates would not have a material effect on the fair market value of our portfolio, and therefore does not expect the operating results or cash flows to be significantly affected by changes in market interest rates. |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2019 | |
Other current assets | |
Other current assets | Note 5 — Other current assets Other current assets consisted of the following (in thousands): December 31, December 31, 2019 2018 Corporate tax receivable $ 19,284 $ 16,459 Prepayments 8,395 6,279 Clinical materials 1,459 1,087 VAT receivable 1,387 1,505 Other current assets 422 439 $ 30,947 $ 25,769 |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property, plant and equipment, net | |
Property, plant and equipment, net | Note 6 — Property, plant and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2019 2018 Computer equipment $ 3,069 $ 2,916 Laboratory equipment 23,464 21,280 Office equipment 864 847 Leasehold improvements 27,320 26,873 Assets under construction — 126 54,717 52,042 Less accumulated depreciation (23,649) (15,924) $ 31,068 $ 36,118 Depreciation expense was $7,172,000 and $7,188,000 for the years ended December 31, 2019 and 2018, respectively. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets, net | |
Intangible assets, net | Note 7 — Intangible assets, net Intangible assets, net consisted of the following (in thousands): December 31, December 31, 2019 2018 Third party software licenses and development $ 4,095 $ 2,494 Licensed IP rights – completed technology used in R&D 204 197 4,299 2,691 Less accumulated amortization (2,101) (1,218) $ 2,198 $ 1,473 Amortization expense was $838,000 and $622,000 for the years ended December 31, 2019 and 2018, respectively. The estimated aggregate amortization expense in respect of these assets for each of the five years ended 2024 is $887,000, $668,000, $535,000, $102,000 and $- |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2019 | |
Operating leases | |
Operating leases | Note 8 — Operating leases The following table shows the lease costs for the year ended December 31, 2019 (in thousands): Year ended December 31, 2019 Lease cost: Operating lease cost $ 4,017 Short-term lease cost 319 $ 4,336 Year ended December 31, 2019 Other information: Operating cash flows from operating leases (in thousands) $ 4,063 December 31, 2019 Weighted-average remaining lease term - operating leases 7.3 years Weighted-average discount rate - operating leases 7.2% The maturities of operating lease liabilities as of December 31, 2019 are as follows (in thousands): Operating leases 2020 $ 4,191 2021 4,234 2022 4,237 2023 4,004 2024 3,936 after 2024 12,748 Total lease payments 33,350 Less: Imputed interest (7,890) Present value of lease liability $ 25,460 The Company has operating leases in relation to property for office and research facilities. The maximum lease term without activation of termination options is to 2041. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 9 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2019 2018 Accrued clinical and development expenditure $ 8,782 $ 9,637 Accrued employee expenses 6,863 7,553 Other accrued expenditure 2,662 2,422 Accrued purchase commitments 5,000 — Other 56 742 $ 23,363 $ 20,354 In 2016, the Company entered into a supply agreement with ThermoFisher for the supply of the Dynabeads® CD3/CD28 technology. The supply agreement runs until December 31, 2025. Under the supply agreement, the Company is required to purchase its requirements for CD3/CD28 magnetic bead product exclusively from ThermoFisher for a period of 5 years. There are minimum purchasing obligations of $5.0 million, $2.5 million of which is payable in 2020 and $2.5 million of which is payable in 2021. Management regularly updates the assessment of the utility of the Dynabeads, and in the year ended December 31, 2019, considered that there is sufficient uncertainty surrounding the utility of the Dynabeads, which is dependent upon current study trajectories, the Company’s clinical pipeline, manufacturing methods and undetermined future projects, to result in the $5.0 million purchase commitment being recognized in Research and development expense in the year ended December 31, 2019. |
Contingencies and commitments
Contingencies and commitments | 12 Months Ended |
Dec. 31, 2019 | |
Contingencies and commitments | |
Contingencies and commitments | Note 10 — Contingencies and commitments Leases Lease payments under operating leases as of December 31, 2019 and information about the Company’s lease arrangements are disclosed in Note 8. Future minimum lease payments under non-cancellable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2018 were (in thousands): Operating leases 2019 $ 3,682 2020 3,695 2021 3,728 2022 3,772 2023 3,309 Thereafter 13,772 $ 31,958 Capital commitments As of December 31, 2019, the Company had commitments for capital expenditure totaling $414,000, which the Company expects to incur within one year. Commitments for clinical materials, clinical trials and contract manufacturing As of December 31, 2019, the Company had non-cancellable commitments for purchase of clinical materials, contract manufacturing, maintenance, and committed funding under the MD Anderson strategic alliance of up to $13,657,000, of which the Company expects to pay $6,552,000 within one year and $7,105,000 in one to three years. The amount and timing of these payments vary depending on the rate of progress of development. Future clinical trial expenses have not been included within the purchase commitments because they are contingent on enrollment in clinical trials and the activities required to be performed by the clinical sites. The Company’s subcontracted costs for clinical trials and contract manufacturing were $32,788,000 and $41,580,000 for the years ended December 31, 2019 and 2018, respectively. In addition to the above commitments, the company has recognized commitments for the purchase of clinical materials of $5,000,000 in the year ended December 31, 2019, $2,500,000 of which the Company expects to pay within one year, and $2,500,000 of which the Company expects to pay in one to three years. Further details of these commitments are provided in Note 9. Bellicum Pharmaceuticals Inc., Co-Development and Co-Commercialization Agreement On December 16, 2016, the Company entered into a Co-Development and Co-Commercialization Agreement with Bellicum Pharmaceuticals, Inc. (“Bellicum”) in order to facilitate a staged collaboration to evaluate, develop and commercialize next generation T-cell therapies. Under the agreement, the Company will evaluate Bellicum’s GoTCR technology (inducible MyD88/CD40 co-stimulation, or iMC) with the Company’s SPEAR T-cells for the potential to create enhanced T-cell therapeutics. Depending on results of the initial preclinical proof-of-concept phase, the agreement may progress to a two-target co-development and co-commercialization phase. To the extent necessary, and in furtherance of the parties’ proof-of-concept and co-development efforts, the parties granted each other a royalty-free, non-transferable, non-exclusive license covering their respective technologies for purposes of facilitating such proof-of-concept and co-development efforts. In addition, as to covered therapies developed under the agreement, the parties granted each other a reciprocal exclusive license for the commercialization of such therapies. During the proof of concept phase, each party bears its own costs and there are no payments made between the Company and Bellicum. Any research and development costs incurred by the Company with third parties have been accounted for in accordance with the Company’s accounting policy for research and development expenses. With respect to any joint commercialization of a covered therapy, the parties agreed to negotiate in good faith the commercially reasonable terms of a co-commercialization agreement. The parties also agreed that any such agreement shall provide for, among other things, equal sharing of the costs of any such joint commercialization and the calculation of profit shares as set forth in the agreement. The agreement will expire on a country-by-country basis once the parties cease commercialization of the T-cell therapies covered by the agreement, unless earlier terminated by either party for material breach, non-performance or cessation of development, bankruptcy/insolvency, or failure to progress to co-development phase. MD Anderson Strategic Alliance On September 26, 2016, the Company announced that it had entered into a multi-year strategic alliance with The University of Texas MD Anderson Cancer Center (“MD Anderson”) designed to expedite the development of T-cell therapies for multiple types of cancer. The Company and MD Anderson are collaborating on a number of studies including clinical and preclinical development of the Company’s SPEAR T-cell therapies targeting NY-ESO, MAGE-A10 and MAGE-A4 and will collaborate on future clinical stage first and second generation SPEAR T-cell therapies across a number of cancers. Under the terms of the agreement, the Company committed at least $19,644,000 to fund studies. Payment of this funding is contingent on mutual agreement to study orders in order for any study to be included under the alliance and the performance of set milestones by MD Anderson. The Company made an upfront payment of $3,412,000 to MD Anderson in the year ended December 31, 2017 and milestone payments of $2,325,000 in the year ended December 31, 2018. The Company is obligated to make further payments to MD Anderson as certain milestones are achieved. These costs are expensed to research and development as MD Anderson renders the services under the strategic alliance. The agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated for, amongst other things, material breach, health and safety concerns or where the institutional review board, the review board at the clinical site with oversight of the clinical study, requests termination of any study. Where any legal or regulatory authorization is finally withdrawn or terminated, the relevant study will also terminate automatically. Universal Cells Research, Collaboration and License Agreement and Co-development and Co-commercialization agreement On November 25, 2015, the Company entered into a Research, Collaboration and License Agreement relating to gene editing and Human Leukocyte Antigen (“HLA”) engineering technology with Universal Cells, Inc. (“Universal Cells”). The Company paid an upfront license and start-up fee of $2.5 million to Universal Cells in November 2015, a milestone payment of $3.0 million in February 2016 and further milestone payments of $0.2 million and $0.9 million were made in the year ended December 31, 2018 and 2017, respectively. The agreement was amended and re-stated as at January 13, 2020, primarily to reflect changes to the development plan agreed between the parties. Further milestone payments of up to $38.4 million are payable if certain development and product milestones are achieved. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing its technology. The upfront license and start-up fee and milestone payments were expensed to research and development when incurred. Noile-Immune Collaboration Agreement On August 26, 2019, the Company entered into a collaboration and license agreement relating to the development of next-generation SPEAR T-cell products with Noile-Immune Biotech Inc. (“Noile-Immune”). An upfront exclusive license option fee of $2.5 million was paid to Noile-Immune in 2019. This has been recognized within Research and Development in the Consolidated Statement of Operations for the year ended December 31, 2019. Under the agreement, development and commercialization milestone payments up to a maximum of $312 million may be payable if all possible targets are selected and milestones achieved. Noile-Immune would also receive mid-single-digit royalties on net sales of resulting products. Alpine Collaboration Agreement On May 14, 2019, the Company entered into a Collaboration Agreement relating to the development of next-generation SPEAR T-cell products with Alpine Immune Sciences Inc. (“Alpine”). The Company paid an upfront exclusive license option fee of $2.0 million to Alpine in June 2019. Under the agreement, Adaptimmune will pay Alpine for ongoing research and development funding costs and development and commercialization milestone payments up to a maximum of $288 million may be payable if all possible targets are selected and milestones achieved. The upfront payment of $2.0 million and the payments for ongoing research are recognized within Research and development. Alpine would also receive low single-digit royalties on worldwide net sales of applicable products. ThermoFisher License Agreement In 2012, the Company entered into a series of license and sub-license agreements with Life Technologies Corporation, part of ThermoFisher Scientific, Inc. (“ThermoFisher”) that provide the Company with a field-based exclusive license under certain intellectual property rights owned or controlled by ThermoFisher. The Company paid upfront license fees of $1.0 million relating to the license and sublicense agreements and has an obligation to pay minimum annual royalties (in the tens of thousands of U.S. dollars prior to licensed product approval and thereafter at a level of 50% of running royalties in the previous year), milestone payments and a low single-digit running royalty payable on the net selling price of each licensed product. The upfront payment made in 2012 was expensed to research and development when incurred. Subsequent milestone payments have been recognized as an intangible asset due to the technology having alternative future use in research and development projects at the time of the payment. The minimum annual royalties have been expensed as incurred. In 2016, the Company entered into a supply agreement with ThermoFisher for the supply of the Dynabeads® CD3/CD28 technology. The Dynabeads® CD3/CD28 technology is designed to isolate, activate and expand human T-cells, and is being used in the manufacturing of the Company’s affinity enhanced T-cell therapies. The supply agreement runs until December 31, 2025. Under the supply agreement the Company is required to purchase its requirements for CD3/CD28 magnetic bead product from ThermoFisher for a period of 5 years and there are also minimum purchasing obligations. $5.0 million of these purchase commitments have been recognized in research and development expense in the year ended December 31, 2019. $2.5 million of the purchase commitments are payable in 2020 and $2.5 million are payable in 2021. ThermoFisher has the right to terminate the supply agreement for material breach or insolvency. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' equity | |
Stockholders' equity | Note 11 — Stockholders’ equity Ordinary shares Each holder of ordinary shares is entitled to one vote, on a show of hands and one vote per share on a poll, at general meetings of the Company. On the winding up of the Company, the assets of the Company available for distribution to holders remaining after payment of all other debts and liabilities of the Company shall be paid to the shareholders in proportion to the number of shares held by each of them. The payment of dividends by Adaptimmune Therapeutics plc is governed by English law. As of December 31, 2019, Adaptimmune Therapeutics Plc and Adaptimmune Limited have accumulated net losses. Effective from May 2, 2019, the Directors have the authority to allot new ordinary shares or to grant rights to subscribe for or to convert any security into ordinary shares in the Company up to a maximum aggregate nominal amount of £207,288.00 . This authority runs for five years and will expire on May 1, 2024 (unless previously renewed, varied or revoked). Effective from May 2, 2019, the Directors also have the authority to allot ordinary shares for cash or to grant rights to subscribe for or to convert any security into ordinary shares in the Company without first offering them to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of £157,500.00 . This power will expire at the end of the Annual General Meeting of the Company to be held in 2021 (unless previously renewed, varied or revoked). 2020 Underwritten public offering Details of the Company’s public offering subsequent to December 31, 2019 are provided in Note 15. 2018 Registered direct offering On September 7, 2018, the Company completed a registered direct offering of its American Depositary Shares (“ADSs”) following its entry into a definitive agreement with Matrix Capital Management Company, LP, New Enterprise Associates 16, L.P., New Enterprise Associates 14, L.P. and Syncona Portfolio Limited. The Company sold 10,000,000 ADSs (representing 60,000,000 ordinary shares) at a price of $10.00 per ADS. The net proceeds were $99,653,000 after deducting offering expenses of $347,000. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based compensation | |
Share-based compensation | Note 12 — Share-based compensation The Company grants options over ordinary shares in Adaptimmune Therapeutics plc under the following option plans: (i) the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted on January 14, 2016), (ii) the Adaptimmune Therapeutics plc 2015 Share Option Scheme (adopted on March 16, 2015) and (iii) the Adaptimmune Therapeutics plc Company Share Option Plan (adopted on March 16, 2015). The Adaptimmune Therapeutics plc Company Share Option Plan is a tax efficient option scheme intended to comply with the requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom, which provides for the grant of company share option plan (“CSOP”) options. Grants may not exceed the maximum value of £30,000 per participant for the shares under the option, which is a CSOP compliance requirement. Generally, the vesting dates for the options granted under these plans up to December 31, 2019 are 25% on the first anniversary of the grant date and 75% in monthly installments over the following three years . However, the options granted to non-executive directors under the Adaptimmune Therapeutics plc 2015 Share Option Scheme vest and become exercisable as follows: Options granted to non-executive directors on May 11, 2015: Immediately on grant date Options granted to a non-executive director on June 23, 2016: 25% on the first Options granted to non-executive directors on August 11, 2016: 100% on the first Options granted to non-executive directors on November 28, 2016: 25% on the first Options granted to non-executive directors on July 3, 2017 100% on the first Options granted to non-executive directors on June 22, 2018: 100% on the first Options granted to a non-executive director on July 5, 2018: 25% on the first Options granted to non-executive directors on July 2, 2019: 100% on the first anniversary of the grant date Effective from January 2018, the Company has also granted restricted stock unit style options (“RSU-style”). The RSU-style options over ordinary shares in Adaptimmune Therapeutics plc are granted under the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted on January 14, 2016). These options have an exercise price equal to the nominal value of an ordinary share, of £0.001 , and generally vest over four years , with 25% on the first, and each subsequent, anniversary of the grant date. Options granted under these plans are not subject to performance conditions. The contractual term of options granted under these plans is ten years . The maximum aggregate number of options which may be granted under these plans and any incentive plans adopted by the Company cannot exceed a scheme limit that equates to 8% of the initial fully diluted share capital of the Company immediately following its IPO plus an automatic annual increase of an amount equivalent to 4% of the issued share capital on each 30 June (or such lower number as the Board, or an appropriate committee of the Board, may determine). The automatic increase is effective from July 1, 2016. Prior to December 31, 2014, the Company granted options to purchase ordinary shares in Adaptimmune Limited under three option schemes: (i) The Adaptimmune Limited Share Option Scheme was adopted on May 30, 2008. Under this scheme Enterprise Management Incentive (“EMI”) options (which are potentially tax-advantaged in the United Kingdom) have been granted (subject to the relevant conditions being met) to its employees who are eligible to receive EMI options under applicable U.K. tax law and unapproved options (which do not attract tax advantages) have been granted to its employees who are not eligible to receive EMI options, and to its Directors and consultants. In May 2014, the Company no longer qualified for EMI status and since that date, no further EMI options were granted under this scheme; however, unapproved options have been under granted under this scheme since that date. (ii) The Adaptimmune Limited 2014 Share Option Scheme was adopted on April 11, 2014. EMI options were granted (subject to the relevant conditions being met) under this scheme to our employees who are eligible to receive EMI options under applicable U.K. tax law. Unapproved options were granted to its employees who are not eligible to receive EMI options and to directors. In May 2014, the Company no longer qualified for EMI status and since that date, no further EMI options were granted under this scheme; however, unapproved options have been under granted under this scheme since that date. (iii) The Adaptimmune Limited Company Share Option Plan was adopted on December 16, 2014. This scheme allowed the grant of options to our eligible employees prior to the Company’s corporate reorganization in 2015. This scheme is a tax efficient option scheme and options were granted on December 19, 2014 and on December 31, 2014 to our part-time and full-time employees. As part of the corporate reorganization in connection with our IPO, the holders of options granted under these schemes over ordinary shares of Adaptimmune Limited were granted equivalent options on substantially the same terms over ordinary shares of Adaptimmune Therapeutics plc (“Replacement Options”) in exchange for the release of these options. The Company does not intend to grant any further options under these schemes. Generally, the vesting dates for the Replacement Options under the Adaptimmune Limited schemes are: Options granted in 2009: 100% on the third anniversary of the grant date Options granted in 2011, 2012, 2013 and April 2014: 25% on the first anniversary of the grant date and 75% in annual installments over the following three years Options granted in December 2014: 25% on the first anniversary of the grant date and 75% in monthly installments over the following three years The contractual life of options granted under these schemes is ten years . The following table shows the total share-based compensation expense included in the Consolidated Statement of Operations (thousands): Year ended December 31, 2019 2018 Research and development $ 3,812 $ 8,340 General and administrative 7,241 7,862 $ 11,053 $ 16,202 As of December 31, 2019, there was $10,030,000 of total unrecognized compensation cost related to stock options granted but not vested under the plans. That cost will be recognized over an expected remaining weighted-average period of 2.6 years. Year ended December 31, 2019 2018 Number of options over ordinary shares granted 15,679,383 20,771,970 Weighted average fair value of ordinary shares options $ 0.48 $ 0.87 Number of RSU-style options granted 8,020,410 8,603,676 Weighted average fair value of RSU-style options granted $ 0.86 $ 1.37 The following table summarizes all stock option activity for the year ended December 31, 2019: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2019 87,564,719 £ 0.60 Changes during the period: Granted 23,699,793 £ 0.41 Exercised (3,549,298) £ 0.08 Forfeited (18,837,142) £ 0.60 Outstanding at December 31, 2019 88,878,072 £ 0.57 6.8 £ 1,991 Exercisable at December 31, 2019 51,953,196 £ 0.63 5.6 £ 263 The following table summarizes information about stock options granted based on the market value at grant date which were outstanding as of December 31, 2019: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2019 79,465,357 £ 0.66 Changes during the period: Granted 15,679,383 £ 0.62 Exercised (2,406,298) £ 0.12 Forfeited (16,092,106) £ 0.70 Outstanding at December 31, 2019 76,646,336 £ 0.66 6.5 £ 139 Exercisable at December 31, 2019 51,137,121 £ 0.64 5.6 £ 139 The following table summarizes information about options which have a nominal exercise price (similar to restricted stock units (RSUs)) which were outstanding as of December 31, 2019: Average remaining Aggregate contractual intrinsic value Options term (years) (thousands) Outstanding at January 1, 2019 8,099,362 Changes during the period: Granted 8,020,410 Exercised (1,143,000) Forfeited (2,745,036) Outstanding at December 31, 2019 12,231,736 8.7 £ 1,851 Exercisable at December 31, 2019 816,075 8.0 £ 124 There were 3,549,298 and 5,334,936 share options exercised in the years ended December 31, 2019 and 2018, respectively. In the years ended December 31, 2019 and 2018 the total intrinsic value of stock options exercised was $1,977,000 and $6,727,000, respectively and the cash received from exercise of stock options was $366,000 and $3,037,000, respectively. The Company recognizes tax benefits arising on the exercise of stock options regardless of whether the benefit reduces current taxes. The tax benefit arising on the exercise of stock options was $1,488,000 and $1,325,000 and for the years ended December 31, 2019 and 2018, respectively. The Company satisfies the exercise of stock options through newly issued shares. Outstanding Exercisable Weighted- average Weighted- Weighted- Total share remaining average Total share average Exercise price options contractual life exercise price options exercise price £ 0 12,231,786 8.7 £ 0.00 816,075 £ — 0.01 - 0.25 5,751,306 3.1 0.14 4,920,306 0.12 0.26 - 0.50 15,451,247 5.4 0.42 12,908,168 0.41 0.51 - 0.75 33,649,220 7.5 0.63 16,744,149 0.61 0.76 - 1.00 17,894,778 6.5 0.93 13,651,919 0.92 1.01 - 1.50 2,283,984 7.5 1.19 1,448,622 1.13 1.51 - 2.00 1,615,801 7.8 1.70 1,463,957 1.70 Total 88,878,122 6.8 £ 0.57 51,953,196 £ 0.63 The fair value of the stock options granted during the period was calculated using the Black-Scholes option-pricing model using the following assumptions: Year ended December 31, 2019 2018 Expected term (years) 5 years 5 years Expected volatility 69 - 73% 66 - 69% Risk free rate 0.22 - 0.90% 0.90 - 1.15% Expected dividend yield 0% 0% The expected term of the option is based on management judgment. Management uses historical data to determine the volatility of the Company’s share price. The risk free rate is based on the Bank of England’s estimates of the gilt yield curve as of the respective grant dates. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income taxes | |
Income taxes | Note 13 — Income taxes Loss before income taxes is as follows (in thousands): Year ended December 31, 2019 2018 United States $ (494) $ (1,650) United Kingdom (136,429) (93,367) Loss before income taxes $ (136,923) $ (95,017) The components of income tax expense are as follows (in thousands): Year ended December 31, 2019 2018 United States: Federal $ 242 $ 400 State and local — 97 United Kingdom — — Total current tax expense 242 497 United States: Federal — — State and local — — United Kingdom — — Total deferred tax expense — — Total income tax expense $ 242 $ 497 As of December 31, 2019 and 2018 the tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities were as follows (in thousands): December 31, December 31, 2019 2018 Deferred tax liabilities Property, plant and equipment $ (1,251) $ (1,415) Right-of-use assets (2,364) — Other (79) — Total (3,694) (1,415) Deferred tax assets Share-based compensation expense 9,941 8,020 Intangibles 1,413 575 Operating lease liabilities 2,550 — Net operating loss and expenditure credit carryforwards 48,837 33,310 Other 125 286 Total 62,866 42,191 Valuation allowance (59,172) (40,776) 3,694 1,415 Net deferred tax asset (liability) $ — $ — The valuation allowances are primarily related to deferred tax assets for operating loss and tax credit carry-forwards and temporary differences relating to share-based compensation expense. Deferred tax assets have been recognized without a valuation allowance to the extent supported by reversing taxable temporary differences. A valuation allowance has been provided over the remaining deferred tax assets, which management considered are not more likely than not of being realized after weighing all available positive and negative evidence including cumulative losses in recent years and projections of future taxable losses. The movements in the deferred tax valuation allowance for the year ended December 31, 2019 and 2018 is as follows (thousands): 2019 2018 Valuation allowance at January 1 $ 40,776 $ 27,433 Impact of adopting ASC 606 — (1,469) Valuation allowance at January 1, restated 40,776 25,964 Increase in valuation allowance 16,961 16,659 Foreign currency translation adjustments 1,435 (1,847) Valuation allowance at December 31 $ 59,172 $ 40,776 Reconciliation of the U.K. statutory income tax rate to the Company's effective tax rate is as follows (in percentages): Year ended December 31, 2019 2018 U.K. tax rate 19.0 % 19.0 % Reimbursable tax credits within Research and development expense 2.8 % 3.5 % R&D expenditures surrendered for R&D tax credit refund (7.7) % (10.0) % Permanent differences for unrealized foreign exchange on intercompany loans of a long-term investment nature (1.5) % — % Change in valuation allowances (12.4) % (17.5) % Difference in tax rates (1.2) % (1.3) % R&D tax credits generated 1.5 % 5.1 % Other (0.7) % 0.8 % Effective income tax rate (0.2) % (0.5) % The Company is headquartered in the United Kingdom and has subsidiaries in the United Kingdom and the United States. The Company incurs tax losses in the United Kingdom. The weighted-average U.K. corporate tax rate for the years ended December 31, 2019 and 2018 was The United Kingdom’s 2016 Finance Bill, which was enacted on September 15, 2016, contained reductions in corporation tax to 19% from April 1, 2017 and 17% from April 1, 2020. The Company used a 17% tax rate as of December 31, 2019 in respect of the measurement of deferred taxes arising in the United Kingdom, which reflects the currently enacted tax rate and the anticipated timing of the unwinding of the deferred tax balances. tax rate as of December 31, 2019. As of December 31, 2019, we do not have unremitted earnings in our U.S. subsidiary. As of December 31, 2019, we had U.K. net operating losses of approximately $249.8 million, expenditure credit carryforwards of $0.7 million and U.S. tax credit carryforwards of $5.7 million. Unsurrendered U.K. tax losses and tax credit carryforwards can be carried forward indefinitely to be offset against future taxable profits, however this is restricted to an annual £5 million allowance in each standalone company or group and above this allowance, there will be a 50% restriction in the profits that can be covered by losses brought forward. U.S. tax credit carryforwards can be carried forward for 20 years . The tax credit carryforwards expire between 2036 and 2039. Our tax returns are under routine examination in the U.K. and U.S. tax jurisdictions. The scope of these examinations includes, but is not limited to, the review of our taxable presence in a jurisdiction, our deduction of certain items, our claims for research and development credits, our compliance with transfer pricing rules and regulations and the inclusion or exclusion of amounts from our tax returns as filed. The Company is no longer subject to examinations by tax authorities for the tax years 2012 and prior in the United Kingdom. However, U.K. net operating losses from the tax years 2012 and prior would be subject to examination if and when used in a future tax return to offset taxable income. Our U.K. income tax returns have been accepted by Her Majesty’s Revenue and Customs through the period ended December 31, 2016. The Company is subject to examinations by tax authorities in the United States for all tax years 2013 through 2019. Our U.S. federal income tax return for the year ended June 30, 2014 was audited by the U.S. Internal Revenue Service and resulted in no changes and our U.S. federal income tax return for the year ended December 31, 2016 is being audited by the U.S. Internal Revenue Service. We are also subject to audits by U.S. state taxing authorities where we have operations. Unrecognized tax benefits arise when the estimated benefit recorded in the financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. As of December 31, 2019 and December 31, 2018, the Company had no unrecognized tax benefits. |
Geographic information
Geographic information | 12 Months Ended |
Dec. 31, 2019 | |
Geographic information | |
Geographic information | Note 14 — Geographic information Operations by geographic area Revenue represents recognized income from the GSK Collaboration and License Agreement. All revenue was derived in the United Kingdom. Long-lived assets (excluding intangibles and financial instruments) were located as follows (in thousands): December 31, December 31, 2019 2018 United Kingdom $ 27,367 $ 18,828 United States 24,490 17,290 Total long-lived assets (1) $ 51,857 $ 36,118 (1) Clinical materials of $2,503,000 and $3,953,000, included within non-current assets as of December 31, 2019 and 2018, respectively, are not included within the table above because they can easily be transferred between geographic locations. (2) Operating lease right-of-use assets have been included within the above figures for the year ended December 31, 2019 following the transition to ASC 842. Major customers: During the years ended December 31, 2019 and 2018, 100% of revenues were generated from one customer, which was GSK. |
Subsequent event
Subsequent event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent events | |
Subsequent events | Note 15 — Subsequent events On January 13, 2020, the Company entered into a co-development and co-commercialization agreement with Astellas Pharma, Inc. (the “Astellas Collaboration Agreement”). The Company received an upfront payment of $50.0 million in January 2020 under the agreement and will receive research funding of up to $7.5 million per year from the start of research programs under the agreement. Additional milestones are possible under the agreement, but these are dependent on the success of the development and commercialization of research and products. On January 24, 2020, the Company closed an underwritten public offering of 21,000,000 American Depository Shares (ADSs) which, together with the full exercise by the underwriters on February 7, 2020 of their option to purchase an additional 3,150,000 ADSs, generated net proceeds of approximately $89.8 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of presentation | (a) Basis of presentation The Consolidated Financial Statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Annual Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. |
Use of estimates in financial statements | (b) Use of estimates in financial statements The preparation of financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, assessment of the utility of clinical materials, estimation of the incremental borrowing rate for operating leases, estimating clinical trial expenses and estimating R&D tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. |
Going concern | (c) Going concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. As of December 31, 2019, the Company had cash and cash equivalents of $50.4 million, marketable securities of $39.1 million, and stockholders’ equity of $123.6 million. On January 13, 2020, the Company entered into a co-development and co-commercialization agreement with Astellas Pharma Inc. and received an upfront payment of $50.0 million in January 2020 under the agreement. The Company is also entitled to receive research funding of up to $7.5 million per year. On January 24, 2020, the Company closed an underwritten public offering of 21,000,000 American Depository Shares (ADSs) which, together with the full exercise by the underwriters on February 7, 2020 of their option to purchase an additional 3,150,000 ADSs, generated net proceeds of approximately $89.8 million. These events resolved the conditions previously reported in our Form 10-Q for the three months ended September 30, 2019 that had raised substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date the financial statements were issued. During the year ended December 31, 2019, the Company incurred a net loss of $137.2 million, used cash of $112.5 million in its operating activities, and generated revenues of $1.1 million. The Company has incurred net losses in most periods since inception, and it expects to incur operating losses in future periods. Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. Although our financial statements have been prepared on a going concern basis, if the Company fails to obtain additional financing in future, this may raise substantial doubt over the Company’s ability to continue as a going concern in future reporting periods. |
Foreign currency | (d) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the Consolidated Statement of Operations. At the end of May 2018, the Company’s investments in marketable securities were transferred to the ultimate parent company, Adaptimmune Therapeutics plc, with a U.S. dollar functional currency, which reduced the potential for foreign exchange gains or losses arising on these investments. The Company’s U.K. subsidiary has an intercompany loan balance in U.S dollars payable to the ultimate parent company, Adaptimmune Therapeutics plc. Beginning on July 1, 2019, the intercompany loan was considered of a long-term investment nature as repayment is not planned or anticipated in the foreseeable future. It is Adaptimmune Therapeutics plc’s intent not to request payment of the intercompany loan for the foreseeable future. The foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature are reported within other comprehensive income (loss). The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income (loss). Foreign exchange losses were $137,000 and $15,257,000 for the years ended December 31, 2019 and 2018, respectively, and are included within Other income (expense), net in the Consolidated Financial Statements. |
Fair value measurements | (e) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 4, Financial Instruments. |
Accumulated other comprehensive income (loss) | (f) Accumulated other comprehensive income (loss) The following amounts were reclassified out of other comprehensive income (in thousands): Amount reclassified Year ended December 31, Component of accumulated other comprehensive income 2019 2018 Affected line item in the Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for (gains) losses on available-for-sale debt securities $ (13) $ 2,473 Other income (expense), net |
Cash, cash equivalents and restricted cash | (g) Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances, commercial paper and corporate debt securities with maturities of three months or less at acquisition and short deposits with maturities of three months or less. The Company’s restricted cash consists of cash providing security for letters of credit in respect of lease agreements and credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2019 2018 Cash and cash equivalents $ 50,412 $ 68,379 Restricted cash 4,496 4,097 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 54,908 $ 72,476 |
Available-for-sale debt securities | (h ) Available-for-sale debt securities As of December 31, 2019, the Company has the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities – available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Cash equivalents: Money market funds Less than 3 months $ 16,822 $ — $ — $ 16,822 $ 16,822 $ — $ — $ 16,822 Marketable securities: Corporate debt securities Less than 3 months $ 23,479 $ 7 $ (1) $ 23,485 Corporate debt securities 3 months to 1 year 15,613 32 — 15,645 $ 39,092 $ 39 $ (1) $ 39,130 As of December 31, 2018, the Company had the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities — available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Estimated Maturity cost Gains Losses Fair Value Marketable securities: Corporate debt securities 3 months to 1 year $ 102,818 $ 5 $ (120) $ 102,703 Corporate debt securities 1 23,153 — (43) 23,110 Agency bond 3 months to 1 year 3,963 2 — 3,965 Treasury bills 3 months to 1 year 1,980 — — 1,980 Certificate of deposit 3 months to 1 year 3,002 — — 3,002 Commercial paper 3 months to 1 year 1,995 — — 1,995 $ 136,911 $ 7 $ (163) $ 136,755 At December 31, 2019, the Company has classified all of its available-for-sale debt securities, including those with maturities beyond one year, as current assets on the accompanying Consolidated Balance Sheets based on the highly-liquid nature of these investment securities and because these investment securities are considered available for use in current operations. The investment in available-for-sale debt securities is measured at fair value at each reporting date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses, interest income and amortization of premiums and discounts at acquisition are included in other income (expense), net. In the year ended December 31, 2019 and 2018, proceeds from the maturity or redemption of available-for-sale debt securities were At each reporting date, the Company assesses whether each individual investment is impaired, which occurs if the fair value is less than the amortized cost, adjusted for amortization of premiums and discounts at acquisition. If the investment is impaired, the impairment is assessed to determine if it is other than temporary. Impairments judged to be other than temporary are included in other income (expense), net when they are identified. The aggregate fair value (in thousands) and number of securities held by the Company in an unrealized loss position as of December 31, 2019 and 2018 are as follows: December 31, 2019 December 31, 2018 Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Marketable securities: Corporate debt securities $ 2,013 1 $ (1) $ 117,179 37 $ (163) As of December 31, 2019 and 2018, these securities are not considered to be other than temporarily impaired because the impairments are not severe, have been for a short duration and are due to normal market and exchange rate fluctuations. No securities have been in an unrealized loss position for more than one year. Furthermore, the Company does not intend to sell the debt securities in an unrealized loss position, and it is unlikely that the Company will be required to sell these securities before the recovery of the amortized cost. The cost of securities sold is based on the specific-identification method. Interest on debt securities is included in interest income. Our investment in available-for-sale debt securities is subject to credit risk. The Company’s investment policy limits investments to certain types of instruments, such as money market instruments and corporate debt securities, places restrictions on maturities and concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio. |
Accounts receivable | (i) Accounts receivable Accounts receivable are amounts due from customers. As of December 31, 2019 and 2018, the Company had one customer, which was GlaxoSmithKline, or GSK. Management analyses current and past due accounts and determines if an allowance for uncollectible accounts is required based on collection experience and other relevant information. As of December 31, 2019 and 2018, the allowance for doubtful accounts is $nil |
Clinical materials | (j) Clinical materials Clinical materials for use in research and development with alternative future use are capitalized as either other current assets or other non-current assets, depending on the timing of their expected consumption. The Company assesses whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Company also assesses whether there is an expected decline in the utility of materials to be purchased under future commitments at the end of each reporting period. Further information is disclosed in Note 9. |
Property, plant and equipment | (k) Property, plant and equipment Property, plant and equipment is stated at cost, less any impairment losses, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease Assets under construction are not depreciated until the asset is available and ready for its intended use. The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. |
Intangibles | (l) Intangibles Intangibles primarily include acquired software licenses and third party software in development, which are recorded at cost and amortized over the estimated useful lives of approximately three years. Intangibles are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. |
Leases prior to the adoption of ASC 842 on January 1, 2019 | (m) Leases prior to the adoption of ASC 842 on January 1, 2019 Costs in respect of operating leases in the year ended December 31, 2018 prior to the adoption of ASC 842 were charged to the Consolidated Statement of Operations on a straight-line basis over the lease term. Rent holidays were recognized on a straight-line basis over the lease term (including any rent holiday period). Lease incentives, including leasehold improvement incentives or allowances, were recorded as deferred rent and amortized as reductions to lease expense over the lease term. Leasehold improvements made by a lessee that were funded by landlord incentives or allowances were recorded as leasehold improvement assets and amortized over the shorter of the useful life of the asset and the non-cancellable lease term. Lease expenses amounted to $3,399,000 for the year ended December 31, 2018. These were recorded within research and development and general and administrative expenses in the Company’s Consolidated Statements of Operations. (n) Leases after the adoption of ASC 842 on January 1, 2019 On January 1, 2019, the Company adopted a new standard, Accounting Standard Update 2016-02 – Leases, which is codified in ASC 842. The comparative financial information for the year ended December 31, 2018 has not been restated and is prepared in accordance with the accounting policies that are described in Note 2 to the Consolidated Financial Statements included in the Annual Report. The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. All the Company’s leases are classified as operating leases as they were previously classed as these and the lease classification is not reassessed on adoption of ASC 842. Operating lease right-of-use (ROU) assets and operating lease liabilities recognized in the Consolidated Balance Sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments arising from the lease respectively. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. Since the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rates (the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment) based on the information available at commencement date in determining the discount rate used to calculate the present value of lease payments. As the Company has no external borrowings, the incremental borrowing rates are determined using information on indicative borrowing rates that would be available to the Company based on the value, currency and borrowing term provided by financial institutions, adjusted for company and market specific factors. The lease term is based on the non-cancellable period in the lease contract, and options to extend the lease are included when it is reasonably certain that the Company will exercise that option. Any termination fees are included in the calculation of the ROU asset and lease liability when it is assumed that the lease will be terminated. The Company accounts for lease components (e.g. fixed payments including rent and termination costs) separately from non-lease components (e.g. common-area maintenance costs and service charges based on utilization) which are recognized over the period in which the obligation occurs. At each reporting date, the operating lease liabilities are increased by interest and reduced by repayments made under the lease agreements. The right-of-use asset is subsequently measured for an operating lease at the amount of the remeasured lease liability (i.e. the present value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, and any unamortized initial direct costs. The Company has operating leases in relation to property for office and research facilities. All of the leases have termination options, and it is assumed that the initial termination options for the buildings will be activated for most of these. The maximum lease term without activation of termination options is to 2041. In May 2017, the Company entered into an agreement for the lease of a building at Milton Park, Oxfordshire, United Kingdom. The term of the lease expires on October 23, 2041, with termination options exercisable by the Company on the fifth anniversary of the lease commencement date and at approximately five yearly intervals thereafter. In September 2015, the Company entered into an agreement for a 25- year lease, with early termination options, for a research and development facility in Oxfordshire, United Kingdom. In October 2016, the Company entered into the lease for that facility following the completion of construction. In July 2015, the Company entered into a 15 year lease agreement, with an early termination option at 123 months, for offices and research facilities in Philadelphia, United States. The lease commenced upon completion of construction in October 2016. The Company has elected not to recognize a right-of-use asset and lease liability for short-term leases. A short-term lease is a lease with a lease term of 12 months or less and which does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within Research and development and General and administrative expenses in the Consolidated Statement of Operations. The operating lease cash flows are categorized under Net cash used in operating activities in the Consolidated Statement of Cash Flows. |
Segmental reporting | (o) Segmental reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer, manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by function and the CODM makes decisions using this information on a global basis. Accordingly, the Company has determined that it operates in one operating segment. |
Revenue | (p) Revenue On January 1, 2018, the Company adopted new guidance on revenue recognition, which has been codified within ASC 606. During the year ended December 31, 2019, the Company had contract with a customer, which is the GSK Collaboration and License Agreement. The GSK Collaboration and License Agreement consists of multiple performance obligations, including the transition of the NY-ESO SPEAR T-cell program to GSK, the development of a second and third target, and an exclusive license (the “NY-ESO License”) to research, develop, and commercialize the Company’s NY-ESO SPEAR T-cell therapy program. In September 2017, GSK exercised its option to obtain the NY-ESO License and a detailed transition plan followed, identifying the steps needed to complete transition of the Investigational New Drug (IND) process with the Food and Drug Administration (FDA) for the NY-ESO SPEAR T-cell program to GSK. On July 23, 2018, the transition activities were substantially completed and the IND for the NY-ESO SPEAR T-cell program transferred to GSK. GSK nominated a second target program for the PRAME target antigen, which was announced on 9 January 2017. The Company completed all work under this collaboration program in 2018. The program led to the development of a final lead candidate SPEAR T-cell directed to a specific peptide from the PRAME antigen. GSK and Adaptimmune agreed that the collaboration should not continue due to the peptide, to which the lead candidate was directed, not reaching GSK criteria. In 2019, GSK has nominated its third target under the Collaboration and License Agreement. Development of products to this target commenced in the year ended December 31, 2019, and the Company received $3.2 million following the nomination of the target. The development of products to the third target is a separate performance obligation. Revenue allocated to this performance obligation is expected to be recognized by the end of 2020 as the development progresses. Future revenues will depend on the progress of the development programs within the Collaboration and License Agreement, and GSK’s progress with the NY-ESO program, which are difficult to predict. There was no variable consideration at December 31, 2019. The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. The determination of whether a milestone is probable includes consideration of the following factors: ● whether achievement of a development milestone is highly susceptible to factors outside the entity’s influence, such as milestones involving the judgment or actions of third parties, including regulatory bodies or the customer; ● whether the uncertainty about the achievement of the milestone is not expected to be resolved for a long period of time; ● whether the Company can reasonably predict that a milestone will be achieved based on previous experience; and. ● the complexity and inherent uncertainty underlying the achievement of the milestone. Under the terms of the GSK Collaboration and License Agreement, the Company may also be entitled to development milestones. T he development and regulatory milestones are per product milestones and are dependent on achievement of certain obligations, the nature of the product being developed, stage of development of product, territory in which an obligation is achieved and type of indication or indications in relation to which the product is being developed. In addition, for any program multiple products may be developed to address different HLA-types. These amounts have not been included within the transaction price as of December 31, 2019 because they are not considered probable. The Company may also receive commercialization milestones upon the first commercial sale of a product based on the indication and the territory and mid-single to low double-digit royalties on worldwide net sales. These amounts have not been included within the transaction price as of December 31, 2019 because they are sales or usage-based royalties promised in exchange for a license of intellectual property, which will be recognized when the subsequent sale or usage occurs. The payments to the Company under the contract are typically due upon achievement of milestones and within standard payment terms (approximating to 45 days). The contract does not include a significant financing component. The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation. The Company satisfies the performance obligations relating to the development of each target over time and recognizes revenue based on an estimate of the percentage of completion of the project determined based on the costs incurred on the project as a percentage of the total expected costs. The Company considers that this depicts the progress of the project, where the significant inputs are internal project resource and third-party clinical and manufacturing costs. The determination of the percentage of completion requires the Company to estimate the costs-to-complete the project. The Company makes a detailed estimate of the costs-to-complete on an annual basis as part of the Company’s budgeting process, which is re-assessed every reporting period based on the latest project plan and discussions with project teams. If a change in facts or circumstances occurs, the estimate is adjusted and the revenue is recognized based on the revised estimate. The difference between the cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised estimate is recognized as an adjustment to revenue in the period in which the change in estimate occurs. The previous performance obligation relating to the NY-ESO License was recognized at a point-in-time, upon commencement of the license in 2018. The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue (contract liability) when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations. Once a right to receive consideration is unconditional, that amount is presented as a receivable. Changes in deferred revenue typically arise due to: ● adjustments arising from a change in the estimate of the cost to complete the project, which results in a cumulative catch-up adjustment to revenue that affects the corresponding contract asset or deferred revenue; ● a change in the estimate of the transaction price due to changes in the assessment of whether variable consideration is constrained because it is not considered probable of being received; ● the recognition of revenue arising from deferred revenue; and ● the reclassification of amounts to receivables when a right to consideration to becomes unconditional. A change in the estimate of variable consideration constrained (for example, if a development milestone becomes probable of being received) could result in a significant change in the revenue recognized and deferred revenue. Revenue is recognized when earned and realized or realizable, which is generally when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured. Where applicable, all revenues are stated net of value added and similar taxes. |
Research and development expenditures | (q) Research and development expenditures Research and development expenditures are expensed as incurred. Expenses related to clinical trials are recognized as services are received. Nonrefundable advance payments for services are deferred and recognized in the Consolidated Statement of Operations as the services are rendered. This determination is based on an estimate of the services received and there may be instances when the payments to vendors exceed the level of services provided resulting in a prepayment of the clinical expense. If the actual timing of the performance of services varies from our estimate, the accrual or prepaid expense is adjusted accordingly. Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. The Company expensed acquired in-process R&D of $4,556,000, and $210,000 in the years ended December 31, 2019 and 2018, respectively. Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and amortized over the remaining useful life of the product. Research and development expenditure is presented net of R&D tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. Reimbursable R&D tax and expenditure credits were $18,649,000 and $17,299,000 in the years ended December 31, 2019 and 2018, respectively. |
Share-based compensation | (r) Share-based compensation The Company awards certain employees and non-employees options over the ordinary shares of the parent company. The cost of share-based awards issued to employees are measured at the grant-date fair value of the award and recognized as an expense over the requisite service period. The fair value of the options is determined using the Black-Scholes option-pricing model. Share options with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company has elected to account for forfeitures of stock options when they occur by reversing compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. |
Retirement benefits | (s) Retirement benefits The Company operates defined contribution pension schemes for its directors and employees. The contributions to this scheme are expensed to the Consolidated Statement of Operations as they fall due. The pension contributions for the years ended December 31, 2019 and 2018 were |
Income taxes | (t) Income taxes Income taxes for the period comprise current and deferred tax. Income tax is recognized in the Consolidated Statement of Operations except to the extent that it relates to items occurring during the year recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the current or prior periods using tax rates enacted at the balance sheet date. Deferred tax is accounted for using the asset and liability method that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of assets and liabilities at the applicable tax rates and for operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of income, carryback availability, reversing taxable temporary differences and available tax-planning strategies that could be implemented to realize the deferred tax assets. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the Consolidated Statement of Operations as income tax expense. In interim periods, the income tax expense (benefit) related to income (loss) from continuing operations before income tax expense (benefit) excluding significant unusual or infrequently occurring items is computed at an estimated annual effective tax rate and the income tax expense (benefit) related to all other items is individually computed and recognized when the items occur. |
Loss per share | (u) Loss per share Basic loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for the dilutive effect of all potential ordinary shares that were outstanding during the period. Potentially dilutive shares are excluded when the effect would be to increase diluted earnings per share or reduce diluted loss per share. The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended December 31, 2019 2018 Numerator for basic and diluted loss per share Net loss $ (137,165) $ (95,514) Net loss attributable to shareholders used for basic and diluted EPS calculation $ (137,165) $ (95,514) Denominator for basic and diluted loss per share Weighted average number of shares used to calculate basic and diluted loss per share 629,805,218 584,338,942 The effects of the following potentially dilutive equity instruments have been excluded from the diluted loss per share calculation because they would have an antidilutive effect on the loss per share for the period: Year ended December 31, 2019 2018 Weighted average number of share options 96,675,101 88,553,474 From January 1, 2020 through to February 29, 2020, the Company granted 10,229,280 options over ordinary shares with an exercise price determined by reference to the market value of an ADS at the date of grant, and 6,060,696 options over ordinary shares with an exercise price equal to the nominal value of the ordinary shares (£0.001 per share). These grants have not been included in the figures above. |
New accounting pronouncements | (v ) New accounting pronouncements Adopted in the year ended December 31, 2019 Leases On January 1, 2019, the Company adopted Accounting Standard Update 2016-02 – Leases, which is codified in ASC 842. The Company has adopted the guidance using the modified retrospective approach, with the cumulative effect of initially applying the guidance recognized as an adjustment to the opening balance of equity at January 1, 2019. Therefore, the comparative information has not been adjusted and continues to be reported under previous guidance. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward the historical lease classification of the Company’s leases as operating leases. The effect on the accumulated deficit, total stockholders’ equity and net assets as at January 1, 2019 was $0. The adoption of ASC 842 has had a material impact on the Company’s financial statements. At January 1, 2019 the Company recognized right-of-use assets and liabilities for operating leases following the adoption date of $22.2 million and $26.9 million respectively and derecognized $4.7 million of other liabilities and prepayments that had been recognized under previous guidance. To be adopted in future periods Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit losses, which replaces the incurred loss impairment methodology for financial instruments in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. The FASB has issued ASU 2019-10 which has resulted in the postponement of the effective date of the new guidance for eligible smaller reporting companies to the fiscal year beginning January 1, 2023. The Company currently intends to adopt the guidance in the fiscal year beginning January 1, 2023. The guidance must be adopted using a modified-retrospective approach and a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently evaluating the impact of the guidance on its Consolidated Financial Statements. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-15 – Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. The guidance may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company does not expect the impact of the guidance to have a material impact on the Consolidated Financial Statements. Changes to the Disclosure Requirements for Fair Value Measurement 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, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Certain amendments apply prospectively with the all other amendments applied retrospectively to all periods presented upon their effective date. The Company does not expect the impact of the guidance to have a material impact on the Consolidated Financial Statements. Revenue Recognition in Collaborative Arrangements In November 2018, the FASB issued ASU 2018-18 – Collaborative Arrangements — Clarifying the Interaction between Topic 808 and Topic 606, which clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. The Company will adopt the guidance from Jan 1, 2020 and is still assessing the impact on its collaboration deals but does not expect it to be material. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of amounts reclassified out of other comprehensive income | The following amounts were reclassified out of other comprehensive income (in thousands): Amount reclassified Year ended December 31, Component of accumulated other comprehensive income 2019 2018 Affected line item in the Unrealized gains (losses) on available-for-sale securities Reclassification adjustment for (gains) losses on available-for-sale debt securities $ (13) $ 2,473 Other income (expense), net |
Schedule of the reconciliation of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2019 2018 Cash and cash equivalents $ 50,412 $ 68,379 Restricted cash 4,496 4,097 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 54,908 $ 72,476 |
Schedule of investments in available-for-sale debt securities | As of December 31, 2019, the Company has the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities – available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Gross Gross Aggregate Remaining Amortized unrealized unrealized estimated contractual maturity cost gains losses fair value Cash equivalents: Money market funds Less than 3 months $ 16,822 $ — $ — $ 16,822 $ 16,822 $ — $ — $ 16,822 Marketable securities: Corporate debt securities Less than 3 months $ 23,479 $ 7 $ (1) $ 23,485 Corporate debt securities 3 months to 1 year 15,613 32 — 15,645 $ 39,092 $ 39 $ (1) $ 39,130 As of December 31, 2018, the Company had the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities — available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Estimated Maturity cost Gains Losses Fair Value Marketable securities: Corporate debt securities 3 months to 1 year $ 102,818 $ 5 $ (120) $ 102,703 Corporate debt securities 1 23,153 — (43) 23,110 Agency bond 3 months to 1 year 3,963 2 — 3,965 Treasury bills 3 months to 1 year 1,980 — — 1,980 Certificate of deposit 3 months to 1 year 3,002 — — 3,002 Commercial paper 3 months to 1 year 1,995 — — 1,995 $ 136,911 $ 7 $ (163) $ 136,755 |
Schedule of aggregate fair value and number of securities held in an unrealized loss position | December 31, 2019 December 31, 2018 Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Fair market value of investments in an unrealized loss position Number of investments in an unrealized loss position Unrealized losses Marketable securities: Corporate debt securities $ 2,013 1 $ (1) $ 117,179 37 $ (163) |
Schedule of estimated useful lives of property, plant and equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease |
Schedule of numerator and denominator in the basic and diluted loss per share computation | The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended December 31, 2019 2018 Numerator for basic and diluted loss per share Net loss $ (137,165) $ (95,514) Net loss attributable to shareholders used for basic and diluted EPS calculation $ (137,165) $ (95,514) Denominator for basic and diluted loss per share Weighted average number of shares used to calculate basic and diluted loss per share 629,805,218 584,338,942 |
Schedule of potentially dilutive equity instruments excluded from the diluted loss per share calculation | The effects of the following potentially dilutive equity instruments have been excluded from the diluted loss per share calculation because they would have an antidilutive effect on the loss per share for the period: Year ended December 31, 2019 2018 Weighted average number of share options 96,675,101 88,553,474 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Summary of revenue categories | Revenue comprises the following categories (in thousands): Year ended December 31, 2019 2018 Development $ 1,122 $ 20,391 Licenses — 39,114 $ 1,122 $ 59,505 |
Schedule of movements in deferred revenue | The deferred revenue balance as of January 1, 2019 and 2018 respectively, and December 31, 2019 and 2018 respectively is as follows (in thousands): 2019 2018 Deferred revenue at January 1 $ — $ 30,090 Amounts invoiced in the period 3,217 30,077 Revenue in the period (1,122) (59,505) Changes in variable consideration — (10,396) Changes in the measure of progress — 5,027 Foreign exchange arising on consolidation 33 4,707 Deferred revenue at December 31 $ 2,128 $ — |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial instruments | |
Summary of fair value of assets and liabilities on a recurring basis based on fair value measurement criteria | Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2019 are as follows (in thousands): Fair value measurements using December 31, Level 1 Level 2 Level 3 2019 Assets: Marketable securities: Corporate debt securities $ 39,130 $ 39,130 $ — $ — $ 39,130 $ 39,130 $ — $ — Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of December 31, 2018 are as follows (in thousands): Fair value measurements using December 31, Level 1 Level 2 Level 3 2018 Assets: Marketable securities: Corporate debt securities $ 125,813 $ 125,813 $ — $ — Agency bond 3,965 — 3,965 — Treasury bills 1,980 — 1,980 — Certificate of deposit 3,002 — 3,002 — Commercial paper 1,995 — 1,995 — $ 136,755 $ 125,813 $ 10,942 $ — |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other current assets | |
Summary of other current assets | Other current assets consisted of the following (in thousands): December 31, December 31, 2019 2018 Corporate tax receivable $ 19,284 $ 16,459 Prepayments 8,395 6,279 Clinical materials 1,459 1,087 VAT receivable 1,387 1,505 Other current assets 422 439 $ 30,947 $ 25,769 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, plant and equipment, net | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2019 2018 Computer equipment $ 3,069 $ 2,916 Laboratory equipment 23,464 21,280 Office equipment 864 847 Leasehold improvements 27,320 26,873 Assets under construction — 126 54,717 52,042 Less accumulated depreciation (23,649) (15,924) $ 31,068 $ 36,118 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets, net | |
Schedule of intangible assets, net | Intangible assets, net consisted of the following (in thousands): December 31, December 31, 2019 2018 Third party software licenses and development $ 4,095 $ 2,494 Licensed IP rights – completed technology used in R&D 204 197 4,299 2,691 Less accumulated amortization (2,101) (1,218) $ 2,198 $ 1,473 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Operating leases | |
Schedule of lease cost | The following table shows the lease costs for the year ended December 31, 2019 (in thousands): Year ended December 31, 2019 Lease cost: Operating lease cost $ 4,017 Short-term lease cost 319 $ 4,336 Year ended December 31, 2019 Other information: Operating cash flows from operating leases (in thousands) $ 4,063 December 31, 2019 Weighted-average remaining lease term - operating leases 7.3 years Weighted-average discount rate - operating leases 7.2% |
Schedule of maturities of operating lease liabilities | The maturities of operating lease liabilities as of December 31, 2019 are as follows (in thousands): Operating leases 2020 $ 4,191 2021 4,234 2022 4,237 2023 4,004 2024 3,936 after 2024 12,748 Total lease payments 33,350 Less: Imputed interest (7,890) Present value of lease liability $ 25,460 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2019 2018 Accrued clinical and development expenditure $ 8,782 $ 9,637 Accrued employee expenses 6,863 7,553 Other accrued expenditure 2,662 2,422 Accrued purchase commitments 5,000 — Other 56 742 $ 23,363 $ 20,354 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based compensation | |
Schedule of options granted to non-executive directors under the Adaptimmune Therapeutics plc 2015 Share Option Scheme | Options granted to non-executive directors on May 11, 2015: Immediately on grant date Options granted to a non-executive director on June 23, 2016: 25% on the first Options granted to non-executive directors on August 11, 2016: 100% on the first Options granted to non-executive directors on November 28, 2016: 25% on the first Options granted to non-executive directors on July 3, 2017 100% on the first Options granted to non-executive directors on June 22, 2018: 100% on the first Options granted to a non-executive director on July 5, 2018: 25% on the first Options granted to non-executive directors on July 2, 2019: 100% on the first anniversary of the grant date |
Summary of vesting information | Options granted in 2009: 100% on the third anniversary of the grant date Options granted in 2011, 2012, 2013 and April 2014: 25% on the first anniversary of the grant date and 75% in annual installments over the following three years Options granted in December 2014: 25% on the first anniversary of the grant date and 75% in monthly installments over the following three years |
Summary of share-based compensation expense included in the unaudited consolidated statements of operations | The following table shows the total share-based compensation expense included in the Consolidated Statement of Operations (thousands): Year ended December 31, 2019 2018 Research and development $ 3,812 $ 8,340 General and administrative 7,241 7,862 $ 11,053 $ 16,202 |
Summary of all stock option activity | Year ended December 31, 2019 2018 Number of options over ordinary shares granted 15,679,383 20,771,970 Weighted average fair value of ordinary shares options $ 0.48 $ 0.87 Number of RSU-style options granted 8,020,410 8,603,676 Weighted average fair value of RSU-style options granted $ 0.86 $ 1.37 The following table summarizes all stock option activity for the year ended December 31, 2019: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2019 87,564,719 £ 0.60 Changes during the period: Granted 23,699,793 £ 0.41 Exercised (3,549,298) £ 0.08 Forfeited (18,837,142) £ 0.60 Outstanding at December 31, 2019 88,878,072 £ 0.57 6.8 £ 1,991 Exercisable at December 31, 2019 51,953,196 £ 0.63 5.6 £ 263 The following table summarizes information about stock options granted based on the market value at grant date which were outstanding as of December 31, 2019: Weighted Average average remaining Aggregate exercise price contractual intrinsic value Options per option term (years) (thousands) Outstanding at January 1, 2019 79,465,357 £ 0.66 Changes during the period: Granted 15,679,383 £ 0.62 Exercised (2,406,298) £ 0.12 Forfeited (16,092,106) £ 0.70 Outstanding at December 31, 2019 76,646,336 £ 0.66 6.5 £ 139 Exercisable at December 31, 2019 51,137,121 £ 0.64 5.6 £ 139 The following table summarizes information about options which have a nominal exercise price (similar to restricted stock units (RSUs)) which were outstanding as of December 31, 2019: Average remaining Aggregate contractual intrinsic value Options term (years) (thousands) Outstanding at January 1, 2019 8,099,362 Changes during the period: Granted 8,020,410 Exercised (1,143,000) Forfeited (2,745,036) Outstanding at December 31, 2019 12,231,736 8.7 £ 1,851 Exercisable at December 31, 2019 816,075 8.0 £ 124 |
Summary of the assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | Year ended December 31, 2019 2018 Expected term (years) 5 years 5 years Expected volatility 69 - 73% 66 - 69% Risk free rate 0.22 - 0.90% 0.90 - 1.15% Expected dividend yield 0% 0% |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income taxes | |
Schedule of loss before income taxes | Loss before income taxes is as follows (in thousands): Year ended December 31, 2019 2018 United States $ (494) $ (1,650) United Kingdom (136,429) (93,367) Loss before income taxes $ (136,923) $ (95,017) |
Schedule of components of income tax expense (benefit) | The components of income tax expense are as follows (in thousands): Year ended December 31, 2019 2018 United States: Federal $ 242 $ 400 State and local — 97 United Kingdom — — Total current tax expense 242 497 United States: Federal — — State and local — — United Kingdom — — Total deferred tax expense — — Total income tax expense $ 242 $ 497 |
Schedule of deferred tax assets and liabilities | As of December 31, 2019 and 2018 the tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities were as follows (in thousands): December 31, December 31, 2019 2018 Deferred tax liabilities Property, plant and equipment $ (1,251) $ (1,415) Right-of-use assets (2,364) — Other (79) — Total (3,694) (1,415) Deferred tax assets Share-based compensation expense 9,941 8,020 Intangibles 1,413 575 Operating lease liabilities 2,550 — Net operating loss and expenditure credit carryforwards 48,837 33,310 Other 125 286 Total 62,866 42,191 Valuation allowance (59,172) (40,776) 3,694 1,415 Net deferred tax asset (liability) $ — $ — |
Schedule of movements in deferred tax valuation allowance | The movements in the deferred tax valuation allowance for the year ended December 31, 2019 and 2018 is as follows (thousands): 2019 2018 Valuation allowance at January 1 $ 40,776 $ 27,433 Impact of adopting ASC 606 — (1,469) Valuation allowance at January 1, restated 40,776 25,964 Increase in valuation allowance 16,961 16,659 Foreign currency translation adjustments 1,435 (1,847) Valuation allowance at December 31 $ 59,172 $ 40,776 |
Schedule of the effective tax rate reconciliation | Reconciliation of the U.K. statutory income tax rate to the Company's effective tax rate is as follows (in percentages): Year ended December 31, 2019 2018 U.K. tax rate 19.0 % 19.0 % Reimbursable tax credits within Research and development expense 2.8 % 3.5 % R&D expenditures surrendered for R&D tax credit refund (7.7) % (10.0) % Permanent differences for unrealized foreign exchange on intercompany loans of a long-term investment nature (1.5) % — % Change in valuation allowances (12.4) % (17.5) % Difference in tax rates (1.2) % (1.3) % R&D tax credits generated 1.5 % 5.1 % Other (0.7) % 0.8 % Effective income tax rate (0.2) % (0.5) % |
Geographic information (Tables)
Geographic information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Geographic information | |
Schedule of long-lived assets | Long-lived assets (excluding intangibles and financial instruments) were located as follows (in thousands): December 31, December 31, 2019 2018 United Kingdom $ 27,367 $ 18,828 United States 24,490 17,290 Total long-lived assets (1) $ 51,857 $ 36,118 (1) Clinical materials of $2,503,000 and $3,953,000, included within non-current assets as of December 31, 2019 and 2018, respectively, are not included within the table above because they can easily be transferred between geographic locations. (2) Operating lease right-of-use assets have been included within the above figures for the year ended December 31, 2019 following the transition to ASC 842. |
General (Details)
General (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
General | ||
Accumulated deficit | $ 455,664 | $ 318,499 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Going concern (Details) - USD ($) $ in Thousands | Feb. 07, 2020 | Jan. 24, 2020 | Jan. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 50,412 | $ 68,379 | ||||
Marketable securities - available-for-sale debt securities | 39,130 | 136,755 | ||||
Total stockholders' equity | 123,638 | 246,885 | $ 202,984 | |||
Net loss | (137,165) | (95,514) | ||||
Net cash used in operating activities | (112,507) | (104,388) | ||||
Revenue | $ 1,122 | $ 59,505 | ||||
Subsequent events. | American Depository Shares (ADSs) | ||||||
Net proceeds | $ 89,800 | |||||
Subsequent events. | American Depository Shares (ADSs) | Underwritten Public Offering | ||||||
Issuance of common stock (in shares) | 21,000,000 | |||||
Subsequent events. | American Depository Shares (ADSs) | Over-Allotment Option | ||||||
Issuance of common stock (in shares) | 3,150,000 | |||||
Subsequent events. | Astellas Pharma Inc. | ||||||
Upfront payment received | $ 50,000 | |||||
Research funding | $ 7,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Foreign currency (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other (expense) income, net | ||
Foreign exchange (losses) gains | $ (137,000) | $ (15,257,000) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reclassification adjustment for (gains) losses on available-for-sale debt securities | $ 13 | $ (2,473) |
Other (expense) income, net | ||
Reclassification adjustment for (gains) losses on available-for-sale debt securities | $ (13) | $ 2,473 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | |||
Cash and cash equivalents | $ 50,412 | $ 68,379 | |
Restricted cash | 4,496 | 4,097 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 54,908 | $ 72,476 | $ 88,296 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Available-for-sale debt securities (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)security | Dec. 31, 2018USD ($)security | |
Available-for-sale securities | ||
Proceeds from the maturity or redemption of available-for-sale debt securities | $ 125,303,000 | $ 138,038,000 |
Realized (gain) on available-for-sale debt securities | $ 13,000 | |
Realized loss on available-for-sale debt securities | (2,473,000) | |
Number of available-for-sale securities in an unrealized loss position for more than one year | 0 | |
Cash equivalents | ||
Available-for-sale securities | ||
Amortized cost | $ 16,822,000 | |
Aggregate estimated fair value | 16,822,000 | |
Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | 39,092,000 | 136,911,000 |
Gross unrealized gains | 39,000 | 7,000 |
Gross unrealized losses | (1,000) | (163,000) |
Aggregate estimated fair value | 39,130,000 | 136,755,000 |
Corporate debt securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | 102,818,000 | |
Gross unrealized gains | 5,000 | |
Gross unrealized losses | (120,000) | |
Aggregate estimated fair value | 102,703,000 | |
Fair market value of investments in an unrealized loss position | $ 2,013,000 | $ 117,179,000 |
Number of investments in an unrealized loss position | security | 1 | 37 |
Unrealized loss | $ (1,000) | $ (163,000) |
Corporate Debt Securities Maturity Period Less Than Three Months | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | 23,479,000 | |
Gross unrealized gains | 7,000 | |
Gross unrealized losses | (1,000) | |
Aggregate estimated fair value | 23,485,000 | |
Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | 15,613,000 | |
Gross unrealized gains | 32,000 | |
Aggregate estimated fair value | $ 15,645,000 | |
Corporate Debt Securities Maturity Period Three Months To One Year | Minimum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months | |
Corporate Debt Securities Maturity Period Three Months To One Year | Maximum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months | 1 year |
Corporate Debt Securities Maturity Period One Year To Two Years | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | $ 23,153,000 | |
Gross unrealized gains | ||
Gross unrealized losses | (43,000) | |
Aggregate estimated fair value | $ 23,110,000 | |
Corporate Debt Securities Maturity Period One Year To Two Years | Minimum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months | 1 year |
Corporate Debt Securities Maturity Period One Year To Two Years | Maximum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 1 year | 2 years |
Agency Bond Maturity Period Three Months To One Year | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | $ 3,963,000 | |
Gross unrealized gains | 2,000 | |
Aggregate estimated fair value | $ 3,965,000 | |
Agency Bond Maturity Period Three Months To One Year | Minimum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months | |
Agency Bond Maturity Period Three Months To One Year | Maximum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 1 year | |
Treasury Bills Maturity Period Three Months To One Year | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | $ 1,980,000 | |
Gross unrealized gains | ||
Aggregate estimated fair value | $ 1,980,000 | |
Treasury Bills Maturity Period Three Months To One Year | Minimum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months | |
Treasury Bills Maturity Period Three Months To One Year | Maximum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 1 year | |
Certificate of Deposit Maturity Period Three Months To One Year | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | $ 3,002,000 | |
Gross unrealized gains | ||
Aggregate estimated fair value | $ 3,002,000 | |
Certificate of Deposit Maturity Period Three Months To One Year | Minimum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months | |
Certificate of Deposit Maturity Period Three Months To One Year | Maximum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 1 year | |
Commercial Paper Maturity Period Three Months to One Year | Marketable securities | ||
Available-for-sale securities | ||
Amortized cost | $ 1,995,000 | |
Gross unrealized gains | ||
Aggregate estimated fair value | $ 1,995,000 | |
Commercial Paper Maturity Period Three Months to One Year | Minimum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months | |
Commercial Paper Maturity Period Three Months to One Year | Maximum | Marketable securities | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 1 year | |
Money market funds | Cash equivalents | ||
Available-for-sale securities | ||
Amortized cost | $ 16,822,000 | |
Aggregate estimated fair value | $ 16,822,000 | |
Money Market Funds Maturity Period Less Than Three Months | Maximum | Cash equivalents | ||
Available-for-sale securities | ||
Available for sale securities debt maturity period | 3 months |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Accounts receivable (Details) | Dec. 31, 2019contract | Dec. 31, 2019customer | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)customer |
Accounts receivable | ||||
Allowance for doubtful accounts | ||||
GlaxoSmithKline Intellectual Property Development Ltd | ||||
Accounts receivable | ||||
Number of customers | 1 | 1 | 1 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computer equipment | Minimum | |
Property, plant and equipment | |
Estimated useful lives (in years) | 3 years |
Computer equipment | Maximum | |
Property, plant and equipment | |
Estimated useful lives (in years) | 5 years |
Laboratory equipment | |
Property, plant and equipment | |
Estimated useful lives (in years) | 5 years |
Office equipment | |
Property, plant and equipment | |
Estimated useful lives (in years) | 5 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Intangibles (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Third party software licenses and development | |
Intangibles | |
Estimated useful life (in years) | 3 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Operating leases | |
Lease expense | $ 3,399,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segmental reporting | |
Number of operating segments | 1 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Revenue from contract with customers (Details) - GlaxoSmithKline Intellectual Property Development Ltd - Collaboration and License Agreement | 12 Months Ended |
Dec. 31, 2019USD ($)contract | |
Collaboration and License Agreement | |
Number of contracts with customers | contract | 1 |
Amount of development milestone achieved | $ 3,200,000 |
Estimate of variable consideration | $ 0 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Research and Development Expenditure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | ||
Acquired in-process R&D expensed | $ 4,556,000 | $ 210,000 |
Reimbursement of Research and Development Tax and Expenditure Credit | $ 18,649,000 | $ 17,299,000 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Retirement Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | ||
Pension contributions | $ 1,904,000 | $ 1,847,000 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Loss per share (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator for basic and diluted loss per share | ||
Net loss | $ (137,165) | $ (95,514) |
Net loss attributable to ordinary shareholders | $ (137,165) | $ (95,514) |
Denominator for basic and diluted loss per share | ||
Weighted average number of shares used to calculate basic and diluted loss per share (in shares) | 629,805,218 | 584,338,942 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share options | ||
Antidilutive securities | ||
Weighted average number of share options (in shares) | 96,675,101 | 88,553,474 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Options (Details) - £ / shares | 2 Months Ended | ||
Feb. 29, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Nominal value of ordinary shares | £ 0.001 | £ 0.001 | £ 0.001 |
Exercise price determined by reference to the market value of an ADS at the date of grant | |||
Number of options granted (in shares) | 10,229,280 | ||
Exercise price equal to the nominal value of the ordinary shares | |||
Number of options granted (in shares) | 6,060,696 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - New accounting pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2017 |
Cumulative effect of applying new accounting standards | $ 8,645 | ||
Operating lease right-of-use assets | $ 20,789 | ||
Operating lease liability | $ 25,460 | ||
ASU 2016-02 | Restatement Adjustment | |||
Cumulative effect of applying new accounting standards | $ 0 | ||
Operating lease right-of-use assets | 22,200 | ||
Operating lease liability | 26,900 | ||
Decrease in other liabilities and prepayments | $ 4,700 |
Revenue (Details)
Revenue (Details) - GlaxoSmithKline Intellectual Property Development Ltd | 12 Months Ended | ||
Dec. 31, 2019itemcontract | Dec. 31, 2019customer | Dec. 31, 2018customer | |
Revenue | |||
Number of customers | 1 | 1 | 1 |
Number of geographic locations | 1 |
Revenue - Revenue from contract
Revenue - Revenue from contracts with customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Revenue | $ 1,122 | $ 59,505 |
Development revenue | ||
Revenue | ||
Revenue | $ 1,122 | 20,391 |
License revenue | ||
Revenue | ||
Revenue | $ 39,114 |
Revenue - Deferred revenue (Det
Revenue - Deferred revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Remaining performance obligation | $ 2,100 | |
Change in contract with customer, liability | ||
Deferred revenue at beginning of the period | $ 30,090 | |
Amounts invoiced in the period | 3,217 | 30,077 |
Revenue in the period | (1,122) | (59,505) |
Changes in variable consideration | (10,396) | |
Changes in the measure of progress | 5,027 | |
Foreign exchange arising on consolidation | 33 | $ 4,707 |
Deferred revenue at end of the period | $ 2,128 |
Financial instruments - Fair va
Financial instruments - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Marketable securities: | ||
Marketable securities | $ 39,130 | $ 136,755 |
Recurring basis | ||
Marketable securities: | ||
Marketable securities | 39,130 | 136,755 |
Recurring basis | Level 1 | ||
Marketable securities: | ||
Marketable securities | 39,130 | 125,813 |
Recurring basis | Level 2 | ||
Marketable securities: | ||
Marketable securities | 10,942 | |
Corporate debt securities | Recurring basis | ||
Marketable securities: | ||
Marketable securities | 39,130 | 125,813 |
Corporate debt securities | Recurring basis | Level 1 | ||
Marketable securities: | ||
Marketable securities | $ 39,130 | 125,813 |
Agency bond | Recurring basis | ||
Marketable securities: | ||
Marketable securities | 3,965 | |
Agency bond | Recurring basis | Level 2 | ||
Marketable securities: | ||
Marketable securities | 3,965 | |
Treasury bills | Recurring basis | ||
Marketable securities: | ||
Marketable securities | 1,980 | |
Treasury bills | Recurring basis | Level 2 | ||
Marketable securities: | ||
Marketable securities | 1,980 | |
Certificate of deposit | Recurring basis | ||
Marketable securities: | ||
Marketable securities | 3,002 | |
Certificate of deposit | Recurring basis | Level 2 | ||
Marketable securities: | ||
Marketable securities | 3,002 | |
Commercial paper | Recurring basis | ||
Marketable securities: | ||
Marketable securities | 1,995 | |
Commercial paper | Recurring basis | Level 2 | ||
Marketable securities: | ||
Marketable securities | $ 1,995 |
Financial instruments - Cash Eq
Financial instruments - Cash Equivalents and Short-term Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Financial instruments | ||
Cash and cash equivalents | $ 50,412 | $ 68,379 |
Marketable securities | 39,130 | |
Restricted cash | $ 4,496 |
Financial instruments - Collabo
Financial instruments - Collaboration and License Agreement (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)customer | Dec. 31, 2018USD ($)customer | |
Collaboration and License Agreement | ||
Number of customers | customer | 1 | 1 |
Trade receivables | $ 0 | $ 192 |
Amounts past due | 0 | |
GlaxoSmithKline Intellectual Property Development Ltd | Collaboration and License Agreement | ||
Collaboration and License Agreement | ||
Impairment losses | $ 0 |
Financial instruments - Foreign
Financial instruments - Foreign Exchange Risk (Details) | Dec. 31, 2019$ / £ |
Financial instruments | |
Exchange rate | 1.31 |
Other current assets (Details)
Other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other current assets | ||
Corporate tax receivable | $ 19,284 | $ 16,459 |
Prepayments | 8,395 | 6,279 |
Clinical materials | 1,459 | 1,087 |
VAT receivable | 1,387 | 1,505 |
Other current assets | 422 | 439 |
Total | $ 30,947 | $ 25,769 |
Property, plant and equipment_3
Property, plant and equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 54,717 | $ 52,042 |
Less accumulated depreciation | (23,649) | (15,924) |
Property, plant & equipment, net | 31,068 | 36,118 |
Computer equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 3,069 | 2,916 |
Laboratory equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 23,464 | 21,280 |
Office equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 864 | 847 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 27,320 | 26,873 |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 126 |
Property, plant and equipment_4
Property, plant and equipment, net - Depreciation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, plant and equipment, net | ||
Depreciation expense | $ 7,172,000 | $ 7,188,000 |
Intangible assets, net - Tabula
Intangible assets, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets, net | ||
Intangible assets, gross | $ 4,299 | $ 2,691 |
Less accumulated amortization | (2,101) | (1,218) |
Intangible assets, net | 2,198 | 1,473 |
Third party software licenses and development | ||
Intangible assets, net | ||
Intangible assets, gross | 4,095 | 2,494 |
Licensed IP rights - completed technology used in R&D | ||
Intangible assets, net | ||
Intangible assets, gross | $ 204 | $ 197 |
Intangible assets, net - Amorti
Intangible assets, net - Amortization Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, net | ||
Amortization expense | $ 838,000 | $ 622,000 |
Intangible assets, net - Aggreg
Intangible assets, net - Aggregate Amortization Expense (Details) | Dec. 31, 2019USD ($) |
Estimated aggregate amortization expense | |
Estimated amortization expense for 2020 | $ 887,000 |
Estimated amortization expense for 2021 | 668,000 |
Estimated amortization expense for 2022 | 535,000 |
Estimated amortization expense for 2023 | 102,000 |
Estimated amortization expense for 2024 |
Operating Leases - Lease Cost (
Operating Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating leases | |
Operating lease cost | $ 4,017 |
Short-term lease cost | 319 |
Total | 4,336 |
Operating cash flows from operating leases | $ 4,063 |
Weighted-average remaining lease term - operating leases | 7 years 3 months 18 days |
Weighted-average discount rate - operating leases | 7.20% |
Operating Leases - Maturities (
Operating Leases - Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturities of operating lease liabilities | |
2020 | $ 4,191 |
2021 | 4,234 |
2022 | 4,237 |
2023 | 4,004 |
2024 | 3,936 |
after 2024 | 12,748 |
Total lease payments | 33,350 |
Less: Imputed interest | (7,890) |
Present value of lease liability | $ 25,460 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued expenses and other current liabilities | ||
Accrued clinical and development expenditure | $ 8,782 | $ 9,637 |
Accrued employee expenses | 6,863 | 7,553 |
Other accrued expenditure | 2,662 | 2,422 |
Accrued purchase commitments | 5,000 | |
Other | 56 | 742 |
Total | $ 23,363 | $ 20,354 |
Accrued expenses and other cu_4
Accrued expenses and other current liabilities - Supply agreement (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Contingencies and commitments | |
Purchasing obligations | $ 5,000,000 |
Period of purchase obligation | 5 years |
Losses accrued on firm purchase commitments | $ 5,000,000 |
Research and development | |
Contingencies and commitments | |
Purchase Obligation, Due in Next Twelve Months | 2,500,000 |
Purchase Obligation, Due in Second Year | 2,500,000 |
Minimum | Research and development | |
Contingencies and commitments | |
Purchasing obligations | $ 5,000,000 |
Contingencies and commitments -
Contingencies and commitments - Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2019 | $ 3,682 |
2020 | 3,695 |
2021 | 3,728 |
2022 | 3,772 |
2023 | 3,309 |
Thereafter | 13,772 |
Total | $ 31,958 |
Contingencies and commitments_2
Contingencies and commitments - Capital Commitments (Details) - Capital commitments $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Contingencies and commitments | |
Committed amount | $ 414 |
Period in which commitments will be expected to incur (in years) | 1 year |
Contingencies and commitments_3
Contingencies and commitments - Clinical Trials and Contract Manufacturing Commitments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contingencies and commitments | ||
Purchasing obligations | $ 5,000,000 | |
Clinical trials and contract manufacturing commitments | ||
Contingencies and commitments | ||
Subcontract costs | 32,788,000 | $ 41,580,000 |
Other commitments | 13,657,000 | |
Other commitments, due within one year | 6,552,000 | |
Other commitments, due in one to three years | 7,105,000 | |
Research and development | ||
Contingencies and commitments | ||
Purchase Obligation, Due in Next Twelve Months | 2,500,000 | |
Purchase Obligation, Due in Second Year | $ 2,500,000 |
Contingencies and commitments_4
Contingencies and commitments - Collaborations and License Agreements (Details) - USD ($) | Jun. 16, 2016 | Jun. 30, 2019 | Feb. 29, 2016 | Nov. 30, 2015 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | Sep. 26, 2016 |
Collaboration and License Agreement | ||||||||||
Supply contract agreement period (in years) | 5 years | |||||||||
Purchasing obligations | $ 5,000,000 | $ 5,000,000 | ||||||||
MD Anderson Strategic Alliance | ||||||||||
Collaboration and License Agreement | ||||||||||
Upfront license fees | $ 3,412,000 | |||||||||
License agreement | MD Anderson Strategic Alliance | ||||||||||
Collaboration and License Agreement | ||||||||||
Milestone payments | $ 2,325,000 | |||||||||
License agreement | MD Anderson Strategic Alliance | Minimum | ||||||||||
Collaboration and License Agreement | ||||||||||
Potential milestone payments | $ 19,644,000 | |||||||||
Collaboration and License Agreement | Universal Cells, Inc. | ||||||||||
Collaboration and License Agreement | ||||||||||
Potential milestone payments | $ 38,400,000 | $ 38,400,000 | ||||||||
Upfront license and start-up fees | $ 2,500,000 | |||||||||
Milestone payments | $ 3,000,000 | $ 200,000 | $ 900,000 | |||||||
Collaboration and License Agreement | Life Technologies Corp | ||||||||||
Collaboration and License Agreement | ||||||||||
Upfront license fees | $ 1,000,000 | |||||||||
Minimum annual royalties as a percentage of prior year running royalties (as a percent) | 50.00% | 50.00% | ||||||||
Collaboration and License Agreement | Noile Immune Biotech Inc. | ||||||||||
Collaboration and License Agreement | ||||||||||
Upfront license fees | $ 2,500,000 | |||||||||
Collaboration and License Agreement | Noile Immune Biotech Inc. | Maximum | ||||||||||
Collaboration and License Agreement | ||||||||||
Potential milestone payments | $ 312,000,000 | 312,000,000 | ||||||||
Collaboration and License Agreement | Alpine Immune Sciences Inc. | ||||||||||
Collaboration and License Agreement | ||||||||||
Upfront license fees | $ 2,000,000 | |||||||||
Collaboration and License Agreement | Alpine Immune Sciences Inc. | Maximum | ||||||||||
Collaboration and License Agreement | ||||||||||
Potential milestone payments | $ 288,000,000 | |||||||||
Research and development | ||||||||||
Collaboration and License Agreement | ||||||||||
Purchase Obligation, Due in Next Twelve Months | 2,500,000 | 2,500,000 | ||||||||
Purchase Obligation, Due in Second Year | 2,500,000 | 2,500,000 | ||||||||
Research and development | Minimum | ||||||||||
Collaboration and License Agreement | ||||||||||
Purchasing obligations | 5,000,000 | $ 5,000,000 | ||||||||
Research and development | Collaboration and License Agreement | Alpine Immune Sciences Inc. | ||||||||||
Collaboration and License Agreement | ||||||||||
Upfront license fees | $ 2,000,000 |
Stockholders' equity - Ordinary
Stockholders' equity - Ordinary Shares (Details) | Jun. 21, 2017GBP (£) | Dec. 31, 2019 |
Stockholders' equity | ||
Number of votes per share on a show of hands | 1 | |
Number of votes per share on a poll | 1 | |
Maximum aggregate nominal amount | £ 207,288 | |
Period of authority for directors | 5 years | |
Maximum aggregate nominal amount of shares without offering to existing shareholders holding proportion | £ 157,500 |
Stockholders' equity - Underwri
Stockholders' equity - Underwritten public offering and Registered direct offering (Details) - USD ($) | Sep. 07, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' equity | |||
Proceeds from issuance of common stock | $ 99,653,000 | ||
Common stock | |||
Stockholders' equity | |||
Stock offering expenses | $ 0 | $ 347,000 | |
Matrix Capital Management Company L P, New Enterprise Associates 16, L.P. New Enterprise Associates 14, L.P. and Syncona Portfolio Limited | |||
Stockholders' equity | |||
Issuance of shares represented by American Depositary Shares (in ADSs) | 10,000,000 | ||
Share price per ADS (in dollars per share) | $ 10 | ||
Matrix Capital Management Company L P, New Enterprise Associates 16, L.P. New Enterprise Associates 14, L.P. and Syncona Portfolio Limited | Common stock | |||
Stockholders' equity | |||
Issuance of common stock (in shares) | 60,000,000 | ||
Proceeds from issuance of common stock | $ 99,653,000 | ||
Stock offering expenses | $ 347,000 |
Share-based compensation - Opti
Share-based compensation - Option Plans (Details) | Jul. 05, 2018 | Jun. 22, 2018 | Jul. 03, 2017 | Nov. 28, 2016 | Aug. 11, 2016 | Jun. 23, 2016 | Mar. 16, 2015GBP (£)item | Dec. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2019shares | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | Apr. 30, 2014 | Apr. 30, 2014 |
Share based compensation | |||||||||||||||||
Maximum value of option grants per participant | £ | £ 30,000 | ||||||||||||||||
Scheme limit, grants as a percentage of fully diluted share capital of the Company immediately following the IPO (as a percent) | 8.00% | ||||||||||||||||
Scheme limit, automatic increase percentage (as a percent) | 4.00% | ||||||||||||||||
Number of option schemes | item | 3 | ||||||||||||||||
RSU | |||||||||||||||||
Share based compensation | |||||||||||||||||
Exercise price | shares | 0.001 | ||||||||||||||||
Vesting percentage (as a percent) | 25.00% | ||||||||||||||||
Vesting period (in years) | 4 years | ||||||||||||||||
Options granted in March, 2015 and on May 11, 2015 | |||||||||||||||||
Share based compensation | |||||||||||||||||
Contractual term (in years) | 10 years | ||||||||||||||||
Options granted in March, 2015 and on May 11, 2015 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 25.00% | ||||||||||||||||
Options granted in March, 2015 and on May 11, 2015 | Monthly installments over the following three years | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 75.00% | ||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||
Options granted in 2009 | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 100.00% | ||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||
Options granted in 2011, 2012, 2013, and April 2014 | |||||||||||||||||
Share based compensation | |||||||||||||||||
Contractual term (in years) | 10 years | ||||||||||||||||
Options granted in 2011, 2012, 2013, and April 2014 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Options granted in 2011, 2012, 2013, and April 2014 | Annual installments over the following three years | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 75.00% | 75.00% | 75.00% | 75.00% | 75.00% | ||||||||||||
Vesting period (in years) | 3 years | 3 years | 3 years | 3 years | 3 years | ||||||||||||
Options granted in December 2014 | |||||||||||||||||
Share based compensation | |||||||||||||||||
Contractual term (in years) | 10 years | ||||||||||||||||
Options granted in December 2014 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 25.00% | ||||||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Options granted in December 2014 | Monthly installments over the following three years | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 75.00% | ||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||
Non-executive director | Options granted on June 23, 2016 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 25.00% | ||||||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Non-executive director | Options granted on June 23, 2016 | Monthly installments over the following two years | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 75.00% | ||||||||||||||||
Vesting period (in years) | 2 years | ||||||||||||||||
Non-executive director | Options granted on August 11, 2016 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 100.00% | ||||||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Non-executive director | Options granted on November 28, 2016 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 25.00% | ||||||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Non-executive director | Options granted on November 28, 2016 | Monthly installments over the following two years | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 75.00% | ||||||||||||||||
Vesting period (in years) | 2 years | ||||||||||||||||
Non-executive director | Options granted on July 03, 2017 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 100.00% | ||||||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Non-executive director | Options granted on June 22, 2018 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 100.00% | ||||||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Non-executive director | Options granted in July 05, 2018 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 25.00% | ||||||||||||||||
Vesting period (in years) | 1 year | ||||||||||||||||
Non-executive director | Options granted in July 05, 2018 | Monthly installments over the following two years | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 75.00% | ||||||||||||||||
Vesting period (in years) | 2 years | ||||||||||||||||
Non-executive director | Options granted in July 2, 2019 | First anniversary | |||||||||||||||||
Share based compensation | |||||||||||||||||
Vesting percentage (as a percent) | 100.00% |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | $ 11,053 | $ 16,202 |
Research and development | ||
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | 3,812 | 8,340 |
General and administrative | ||
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | $ 7,241 | $ 7,862 |
Share based compensation - Unre
Share based compensation - Unrecognized Compensation Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share based compensation | |
Unrecognized compensation cost | $ 10,030 |
Expected weighted-average cost recognition period (in years) | 2 years 7 months 6 days |
Share-based compensation - Op_2
Share-based compensation - Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options granted on market value at grant date | ||
Number of options granted (in shares) | 15,679,383 | 20,771,970 |
Weighted average fair value (in dollars per share) | $ 0.48 | $ 0.87 |
Options with nominal exercise price | ||
Number of options granted (in shares) | 8,020,410 | |
Number of RSU-style options granted | 8,020,410 | 8,603,676 |
Weighted average fair value of RSU-style options granted | $ 0.86 | $ 1.37 |
Share based compensation - Opti
Share based compensation - Option Activity (Details) - GBP (£) £ / shares in Units, £ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options | ||
Exercised (in shares) | (3,549,298) | (5,334,936) |
Stock options | ||
Options | ||
Outstanding at the beginning of the period (in shares) | 87,564,719 | |
Granted (in shares) | 23,699,793 | |
Exercised (in shares) | (3,549,298) | |
Forfeited (in shares) | (18,837,142) | |
Outstanding at the end of the period (in shares) | 88,878,072 | 87,564,719 |
Weighted Average Exercise Price Per Option | ||
Outstanding at the beginning of the period (in dollars per share) | £ 0.60 | |
Granted (in dollars per share) | 0.41 | |
Exercise price (in dollars per share) | 0.08 | |
Forfeited (in dollars per share) | 0.60 | |
Outstanding at the end of the period (in dollars per share) | £ 0.57 | £ 0.60 |
Additional disclosures | ||
Outstanding - Average Remaining Contractual Term (Years) | 6 years 9 months 18 days | |
Outstanding - Aggregate Intrinsic Value | £ 1,991 | |
Exercisable - Options | 51,953,196 | |
Exercisable - Weighted Average Exercise Price Per Option | £ 0.63 | |
Exercisable - Average Remaining Contractual Term (Years) | 5 years 7 months 6 days | |
Exercisable - Aggregate Intrinsic Value | £ 263 | |
Options granted on market value at grant date | ||
Options | ||
Outstanding at the beginning of the period (in shares) | 79,465,357 | |
Granted (in shares) | 15,679,383 | 20,771,970 |
Exercised (in shares) | (2,406,298) | |
Forfeited (in shares) | (16,092,106) | |
Outstanding at the end of the period (in shares) | 76,646,336 | 79,465,357 |
Weighted Average Exercise Price Per Option | ||
Outstanding at the beginning of the period (in dollars per share) | £ 0.66 | |
Granted (in dollars per share) | 0.62 | |
Exercise price (in dollars per share) | 0.12 | |
Forfeited (in dollars per share) | 0.70 | |
Outstanding at the end of the period (in dollars per share) | £ 0.66 | £ 0.66 |
Additional disclosures | ||
Outstanding - Average Remaining Contractual Term (Years) | 6 years 6 months | |
Outstanding - Aggregate Intrinsic Value | £ 139 | |
Exercisable - Options | 51,137,121 | |
Exercisable - Weighted Average Exercise Price Per Option | £ 0.64 | |
Exercisable - Average Remaining Contractual Term (Years) | 5 years 7 months 6 days | |
Exercisable - Aggregate Intrinsic Value | £ 139 | |
Options with nominal exercise price | ||
Options | ||
Outstanding at the beginning of the period (in shares) | 8,099,362 | |
Granted (in shares) | 8,020,410 | |
Exercised (in shares) | (1,143,000) | |
Forfeited (in shares) | (2,745,036) | |
Outstanding at the end of the period (in shares) | 12,231,736 | 8,099,362 |
Additional disclosures | ||
Outstanding - Average Remaining Contractual Term (Years) | 8 years 8 months 12 days | |
Outstanding - Aggregate Intrinsic Value | £ 1,851 | |
Exercisable - Options | 816,075 | |
Exercisable - Average Remaining Contractual Term (Years) | 8 years | |
Exercisable - Aggregate Intrinsic Value | £ 124 |
Share based compensation - Stoc
Share based compensation - Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2019£ / sharesshares | |
Share-based compensation | |
Outstanding - Weighted-Average Remaining Contractual Life | 6 years 9 months 18 days |
Exercise Price $0 | |
Share-based compensation | |
Exercise price | shares | 0 |
Outstanding - Total Share Options | shares | 12,231,786 |
Outstanding - Weighted-Average Remaining Contractual Life | 8 years 8 months 12 days |
Outstanding - Weighted Average Exercise Price | £ 0 |
Exercisable - Total Share Options | shares | 816,075 |
Exercise Price $0.01 - $0.25 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | £ 0.01 |
Exercise Price, Upper Range Limit | £ 0.25 |
Outstanding - Total Share Options | shares | 5,751,306 |
Outstanding - Weighted-Average Remaining Contractual Life | 3 years 1 month 6 days |
Outstanding - Weighted Average Exercise Price | £ 0.14 |
Exercisable - Total Share Options | shares | 4,920,306 |
Exercisable - Weighted-Average Exercise Price | £ 0.12 |
Exercise Price $0.26 - $0.50 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.26 |
Exercise Price, Upper Range Limit | £ 0.50 |
Outstanding - Total Share Options | shares | 15,451,247 |
Outstanding - Weighted-Average Remaining Contractual Life | 5 years 4 months 24 days |
Outstanding - Weighted Average Exercise Price | £ 0.42 |
Exercisable - Total Share Options | shares | 12,908,168 |
Exercisable - Weighted-Average Exercise Price | £ 0.41 |
Exercise Price $0.51 - $0.75 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.51 |
Exercise Price, Upper Range Limit | £ 0.75 |
Outstanding - Total Share Options | shares | 33,649,220 |
Outstanding - Weighted-Average Remaining Contractual Life | 7 years 6 months |
Outstanding - Weighted Average Exercise Price | £ 0.63 |
Exercisable - Total Share Options | shares | 16,744,149 |
Exercisable - Weighted-Average Exercise Price | £ 0.61 |
Exercise Price $0.76 - $1.00 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.76 |
Exercise Price, Upper Range Limit | £ 1 |
Outstanding - Total Share Options | shares | 17,894,778 |
Outstanding - Weighted-Average Remaining Contractual Life | 6 years 6 months |
Outstanding - Weighted Average Exercise Price | £ 0.93 |
Exercisable - Total Share Options | shares | 13,651,919 |
Exercisable - Weighted-Average Exercise Price | £ 0.92 |
Exercise Price $1.01 - $1.50 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 1.01 |
Exercise Price, Upper Range Limit | £ 1.50 |
Outstanding - Total Share Options | shares | 2,283,984 |
Outstanding - Weighted-Average Remaining Contractual Life | 7 years 6 months |
Outstanding - Weighted Average Exercise Price | £ 1.19 |
Exercisable - Total Share Options | shares | 1,448,622 |
Exercisable - Weighted-Average Exercise Price | £ 1.13 |
Exercise Price $1.51 - $2.00 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 1.51 |
Exercise Price, Upper Range Limit | £ 2 |
Outstanding - Total Share Options | shares | 1,615,801 |
Outstanding - Weighted-Average Remaining Contractual Life | 7 years 9 months 18 days |
Outstanding - Weighted Average Exercise Price | £ 1.70 |
Exercisable - Total Share Options | shares | 1,463,957 |
Exercisable - Weighted-Average Exercise Price | £ 1.70 |
Share based compensation - Op_2
Share based compensation - Options Exercised (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share based compensation | ||
Option Exercised (in shares) | 3,549,298 | 5,334,936 |
Intrinsic value of stock options exercised | $ 1,977,000 | $ 6,727,000 |
Proceeds from exercise of stock options | 366,000 | 3,037,000 |
Tax benefit from stock option exercises | $ 1,488,000 | $ 1,325,000 |
Share-based compensation - Fair
Share-based compensation - Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | ||
Expected term (in years) | 5 years | 5 years |
Expected volatility, minimum (as a percent) | 69.00% | 66.00% |
Expected volatility, maximum (as a percent) | 73.00% | 69.00% |
Risk free rate, minimum (as a percent) | 0.22% | 0.90% |
Risk free rate, maximum (as a percent) | 0.90% | 1.15% |
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Income taxes - Income before In
Income taxes - Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income taxes | ||
Loss before income taxes | $ (136,923) | $ (95,017) |
United States | ||
Income taxes | ||
Loss before income taxes | (494) | (1,650) |
United Kingdom | ||
Income taxes | ||
Loss before income taxes | $ (136,429) | $ (93,367) |
Income taxes - Components of In
Income taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
United States: | ||
Federal | $ 242 | $ 400 |
State and local | 97 | |
Total current tax expense | 242 | 497 |
United States: | ||
Total income tax expense (benefit) | $ 242 | $ 497 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax liabilities | ||
Property, plant and equipment | $ (1,251) | $ (1,415) |
Right-of-use assets | (2,364) | |
Other | (79) | |
Total | (3,694) | (1,415) |
Deferred tax assets | ||
Share-based compensation expense | 9,941 | 8,020 |
Intangibles | 1,413 | 575 |
Operating lease liabilities | 2,550 | |
Net operating loss and expenditure credit carryforwards | 48,837 | 33,310 |
Other | 125 | 286 |
Total | 62,866 | 42,191 |
Valuation allowance | (59,172) | (40,776) |
Deferred tax assets, net | $ 3,694 | $ 1,415 |
Income taxes - Change in Valuat
Income taxes - Change in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation allowance, beginning | $ 40,776 | |
Impact of adopting ASC 606 | $ (1,469) | |
Increase in valuation allowance | 16,961 | 16,659 |
Foreign currency translation adjustments | 1,435 | (1,847) |
Valuation allowance, ending | 59,172 | 40,776 |
Previously Reported | ||
Valuation allowance, beginning | 40,776 | 27,433 |
Valuation allowance, ending | 40,776 | |
Restatement Adjustment | ||
Valuation allowance, beginning | $ 40,776 | 25,964 |
Valuation allowance, ending | $ 40,776 |
Income taxes - Reconciliation_2
Income taxes - Reconciliation of Effective Tax Rate (Details) - Her Majesty's Revenue and Customs (HMRC) | Apr. 01, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Income taxes | |||
UK tax rate | 19.00% | 19.00% | 19.00% |
Reimbursable tax credits within Research and development expense | 2.80% | 3.50% | |
R&D expenditures surrendered for R&D tax credit refund | (7.70%) | (10.00%) | |
Permanent differences for unrealized foreign exchange subsidiaryon intercompany loans of a long-term investment nature | (1.50%) | ||
Change in valuation allowances | (12.40%) | (17.50%) | |
Difference in tax rates | (1.20%) | (1.30%) | |
R&D tax credits generated | 1.50% | 5.10% | |
Other | (0.70%) | 0.80% | |
Effective income tax rate | (0.20%) | (0.50%) |
Income taxes - Tax Rates (Detai
Income taxes - Tax Rates (Details) | Apr. 01, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Her Majesty's Revenue and Customs (HMRC) | |||
Income taxes | |||
Tax rate (as a percent) | 19.00% | 19.00% | 19.00% |
Income taxes - Change in Tax Ra
Income taxes - Change in Tax Rate (Details) $ in Thousands, £ in Millions | Apr. 01, 2020 | Apr. 01, 2017 | Dec. 31, 2019GBP (£) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Income taxes | |||||
Net operating loss | $ (139,770) | $ (82,365) | |||
Annual allowance | £ | £ 5 | ||||
Percentage on taxable profit | 50.00% | ||||
Her Majesty's Revenue and Customs (HMRC) | |||||
Income taxes | |||||
Tax rate (as a percent) | 19.00% | 19.00% | 19.00% | 19.00% | |
Tax rate, deferred taxes (as a percent) | 17.00% | 17.00% | |||
Operating Loss Carryforwards | $ 249,800 | ||||
Expenditure credit carryforward | $ 700 | ||||
Her Majesty's Revenue and Customs (HMRC) | Forecast | |||||
Income taxes | |||||
Tax rate (as a percent) | 17.00% | ||||
Internal Revenue Service (IRS) | |||||
Income taxes | |||||
Tax rate, deferred taxes (as a percent) | 21.00% | 21.00% | 21.00% | ||
Tax credit carryforwards | $ 5,700 | ||||
Tax credit carried forward period | 20 years | 20 years |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income taxes | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Geographic information - Operat
Geographic information - Operations by Geographic Area - Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operations by Geographic Area | ||
Long-lived assets | $ 51,857 | $ 36,118 |
Clinical materials | 2,503 | 3,953 |
United Kingdom | ||
Operations by Geographic Area | ||
Long-lived assets | 27,367 | 18,828 |
United States | ||
Operations by Geographic Area | ||
Long-lived assets | $ 24,490 | $ 17,290 |
Geographic information - Major
Geographic information - Major Customers (Details) - customer | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Major Customers | ||
Number of customers | 1 | 1 |
Revenues | Customer Concentration Risk | GlaxoSmithKline Intellectual Property Development Ltd | ||
Major Customers | ||
Concentration risk (as a percentage) | 100.00% | 100.00% |
Subsequent events (Details)
Subsequent events (Details) - Subsequent events. - USD ($) $ in Millions | Feb. 07, 2020 | Jan. 24, 2020 | Jan. 13, 2020 |
American Depository Shares (ADSs) | |||
Net proceeds | $ 89.8 | ||
American Depository Shares (ADSs) | Underwritten Public Offering | |||
Issuance of common stock (in shares) | 21,000,000 | ||
American Depository Shares (ADSs) | Over-Allotment Option | |||
Issuance of common stock (in shares) | 3,150,000 | ||
Astellas Pharma Inc. | |||
Upfront payment received | $ 50 | ||
Research funding | $ 7.5 |