Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
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 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 Common Stock, Shares Outstanding | 928,672,584 | |
Entity Central Index Key | 0001621227 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 78,466 | $ 50,412 |
Marketable securities - available-for-sale debt securities | 321,442 | 39,130 |
Other current assets and prepaid expenses (including current portion of clinical materials) | 26,825 | 30,947 |
Total current assets | 426,733 | 120,489 |
Restricted cash | 4,441 | 4,496 |
Clinical materials | 160 | 2,503 |
Operating lease right-of-use assets, net of accumulated amortization | 18,775 | 20,789 |
Property, plant and equipment, net of accumulated depreciation of $26,100 (2019: $23,649) | 26,943 | 31,068 |
Intangibles, net of accumulated amortization | 1,970 | 2,198 |
Total assets | 479,022 | 181,543 |
Current liabilities | ||
Accounts payable | 4,030 | 6,357 |
Operating lease liabilities, current | 2,619 | 2,493 |
Accrued expenses and other accrued liabilities | 24,615 | 23,363 |
Deferred revenue, current | 3,635 | 2,128 |
Total current liabilities | 34,899 | 34,341 |
Operating lease liabilities, non-current | 21,090 | 22,966 |
Deferred revenue, non-current | 46,212 | |
Other liabilities, non-current | 615 | 598 |
Total liabilities | 102,816 | 57,905 |
Stockholders' equity | ||
Common stock - Ordinary shares par value ?0.001, 1,038,249,630 authorized and 928,525,410 | 1,325 | 943 |
Additional paid in capital | 932,518 | 585,623 |
Accumulated other comprehensive loss | (8,494) | (7,264) |
Accumulated deficit | (549,143) | (455,664) |
Total stockholders' equity | 376,206 | 123,638 |
Total liabilities and stockholders' equity | $ 479,022 | $ 181,543 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Sep. 30, 2020USD ($)shares | Sep. 30, 2020£ / shares | Dec. 31, 2019USD ($)shares |
CONSOLIDATED BALANCE SHEETS | |||
Property, plant and equipment, accumulated depreciation | $ | $ 28,503 | $ 23,649 | |
Common stock, par value | £ / shares | £ 0.001 | ||
Common stock, shares authorized | 1,038,249,630 | 785,857,300 | |
Common stock, shares issued | 928,525,410 | 631,003,568 | |
Common stock, shares outstanding | 928,525,410 | 631,003,568 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 1,193 | $ 237 | $ 2,456 | $ 394 |
Operating expenses | ||||
Research and development (including losses accrued on firm purchase commitments of $0, $5,000, $0 and $5,000) | (24,067) | (29,617) | (65,791) | (77,147) |
General and administrative | (13,001) | (10,741) | (32,557) | (32,662) |
Total operating expenses | (37,068) | (40,358) | (98,348) | (109,809) |
Operating loss | (35,875) | (40,121) | (95,892) | (109,415) |
Interest income | 2,147 | 615 | 4,024 | 2,324 |
Other (expense) income, net | (1,689) | 291 | (1,501) | (556) |
Loss before income taxes | (35,417) | (39,215) | (93,369) | (107,647) |
Income tax expense | (15) | (87) | (110) | (154) |
Net loss attributable to ordinary shareholders | $ (35,432) | $ (39,302) | $ (93,479) | $ (107,801) |
Net loss per ordinary share - Basic and diluted | ||||
Basic and diluted (in dollars per share) | $ (0.04) | $ (0.06) | $ (0.11) | $ (0.17) |
Weighted average shares outstanding: | ||||
Basic and diluted (in shares) | 928,022,057 | 630,866,800 | 829,973,177 | 629,403,293 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Losses accrued on firm purchase commitments | $ 0 | $ 5,000 | $ 0 | $ 5,000 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (35,432) | $ (39,302) | $ (93,479) | $ (107,801) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments, net of tax of $0, $0, $0 and $0 | (15,522) | 6,617 | 3,583 | 7,916 |
Foreign currency gains (losses) on intercompany loan of a long-term investment nature, net of tax of $0, $0, $0 and $0 | 15,698 | (8,388) | (5,061) | (8,388) |
Unrealized gains (losses) on available-for-sale debt securities | ||||
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0, $0, $0 and $0 | 211 | (55) | 324 | 223 |
Reclassification adjustment for (gains) losses on available-for-sale debt securities included in net loss, net of tax of $0 and $0 | (76) | (76) | (13) | |
Total comprehensive loss for the period | $ (35,121) | $ (41,128) | $ (94,709) | $ (108,063) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Foreign currency losses on intercompany loan of a long-term investment nature, tax | 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||
Reclassification adjustment for gains on available-for-sale debt securities included in net loss, tax | 0 | 0 | $ 0 | 0 | 0 | |||
Unrealized holding gains on available-for-sale debt securities, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED 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 |
Balance at the beginning of the period, shares at Dec. 31, 2018 | 627,454,270 | |||||
Balance at the beginning of the period at Dec. 31, 2018 | $ 939 | $ 574,208 | $ (9,607) | $ (156) | $ (318,499) | $ 246,885 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (27,412) | (27,412) | ||||
Issuance of shares upon exercise of stock options | $ 1 | 35 | 36 | |||
Issuance of shares upon exercise of stock options (in shares) | 840,432 | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | (3,543) | (3,543) | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax | 210 | 210 | ||||
Share-based compensation expense | 3,479 | 3,479 | ||||
Balance at the end of the period at Mar. 31, 2019 | $ 940 | 577,722 | (13,150) | 54 | (345,911) | 219,655 |
Balance at the end of the period, shares at Mar. 31, 2019 | 628,294,702 | |||||
Balance at the beginning of the period, shares at Dec. 31, 2018 | 627,454,270 | |||||
Balance at the beginning of the period at Dec. 31, 2018 | $ 939 | 574,208 | (9,607) | (156) | (318,499) | 246,885 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (107,801) | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | 7,916 | |||||
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 | (8,388) | |||||
Unrealized holding gains on available-for-sale debt securities, net of tax | 223 | |||||
Reclassification from accumulated other comprehensive income of losses on available-for-sale debt securities included in net income, net of tax of $0 | (13) | |||||
Balance at the end of the period at Sep. 30, 2019 | $ 943 | 583,065 | (10,079) | 54 | (426,300) | 147,683 |
Balance at the end of the period, shares at Sep. 30, 2019 | 630,952,736 | |||||
Balance at the beginning of the period, shares at Mar. 31, 2019 | 628,294,702 | |||||
Balance at the beginning of the period at Mar. 31, 2019 | $ 940 | 577,722 | (13,150) | 54 | (345,911) | 219,655 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (41,087) | (41,087) | ||||
Issuance of shares upon exercise of stock options | $ 3 | 327 | 330 | |||
Issuance of shares upon exercise of stock options (in shares) | 2,377,876 | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | 4,842 | 4,842 | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax | 68 | 68 | ||||
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) | ||||
Share-based compensation expense | 3,196 | 3,196 | ||||
Balance at the end of the period at Jun. 30, 2019 | $ 943 | 581,245 | (8,308) | 109 | (386,998) | 186,991 |
Balance at the end of the period, shares at Jun. 30, 2019 | 630,672,578 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (39,302) | (39,302) | ||||
Issuance of shares upon exercise of stock options (in shares) | 280,158 | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | 6,617 | 6,617 | ||||
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 | (8,388) | (8,388) | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax | (55) | (55) | ||||
Share-based compensation expense | 1,820 | 1,820 | ||||
Balance at the end of the period at Sep. 30, 2019 | $ 943 | 583,065 | (10,079) | 54 | (426,300) | $ 147,683 |
Balance at the end of the period, shares at Sep. 30, 2019 | 630,952,736 | |||||
Balance at the beginning of the period, shares at Dec. 31, 2019 | 631,003,568 | 631,003,568 | ||||
Balance at the beginning of the period at Dec. 31, 2019 | $ 943 | 585,623 | (7,302) | 38 | (455,664) | $ 123,638 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (28,167) | (28,167) | ||||
Issuance of shares upon exercise of stock options | $ 6 | 888 | 894 | |||
Issuance of shares upon exercise of stock options (in shares) | 4,610,772 | |||||
Issuance of shares upon completion of public offering, net of issuance costs | $ 190 | 90,360 | 90,550 | |||
Issuance of shares upon completion of public offering, net of issuance costs (in shares) | 144,900,000 | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | 17,911 | 17,911 | ||||
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 | (19,651) | (19,651) | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax | (586) | (586) | ||||
Share-based compensation expense | 1,448 | 1,448 | ||||
Balance at the end of the period at Mar. 31, 2020 | $ 1,139 | 678,319 | (9,042) | (548) | (483,831) | $ 186,037 |
Balance at the end of the period, shares at Mar. 31, 2020 | 780,514,340 | |||||
Balance at the beginning of the period, shares at Dec. 31, 2019 | 631,003,568 | 631,003,568 | ||||
Balance at the beginning of the period at Dec. 31, 2019 | $ 943 | 585,623 | (7,302) | 38 | (455,664) | $ 123,638 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (93,479) | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | 3,583 | |||||
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 | (5,061) | |||||
Unrealized holding gains on available-for-sale debt securities, net of tax | 324 | |||||
Reclassification from accumulated other comprehensive income of losses on available-for-sale debt securities included in net income, net of tax of $0 | (76) | |||||
Balance at the end of the period at Sep. 30, 2020 | $ 1,325 | 932,518 | (8,780) | 286 | (549,143) | $ 376,206 |
Balance at the end of the period, shares at Sep. 30, 2020 | 928,525,410 | 928,525,410 | ||||
Balance at the beginning of the period, shares at Mar. 31, 2020 | 780,514,340 | |||||
Balance at the beginning of the period at Mar. 31, 2020 | $ 1,139 | 678,319 | (9,042) | (548) | (483,831) | $ 186,037 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (29,880) | (29,880) | ||||
Issuance of shares upon exercise of stock options | $ 7 | 4,174 | 4,181 | |||
Issuance of shares upon exercise of stock options (in shares) | 5,704,606 | |||||
Issuance of shares upon completion of public offering, net of issuance costs | $ 178 | 243,660 | 243,838 | |||
Issuance of shares upon completion of public offering, net of issuance costs (in shares) | 141,450,000 | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | 1,194 | 1,194 | ||||
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 | (1,108) | (1,108) | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax | 699 | 699 | ||||
Share-based compensation expense | 2,624 | 2,624 | ||||
Balance at the end of the period at Jun. 30, 2020 | $ 1,324 | 928,777 | (8,956) | 151 | (513,711) | 407,585 |
Balance at the end of the period, shares at Jun. 30, 2020 | 927,668,946 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (35,432) | (35,432) | ||||
Issuance of shares upon exercise of stock options | $ 1 | 461 | 462 | |||
Issuance of shares upon exercise of stock options (in shares) | 856,464 | |||||
Other comprehensive loss before reclassifications | ||||||
Foreign currency translation adjustments | (15,522) | (15,522) | ||||
Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 | 15,698 | 15,698 | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax | 211 | 211 | ||||
Reclassification from accumulated other comprehensive income of losses on available-for-sale debt securities included in net income, net of tax of $0 | (76) | (76) | ||||
Share-based compensation expense | 3,280 | 3,280 | ||||
Balance at the end of the period at Sep. 30, 2020 | $ 1,325 | $ 932,518 | $ (8,780) | $ 286 | $ (549,143) | $ 376,206 |
Balance at the end of the period, shares at Sep. 30, 2020 | 928,525,410 | 928,525,410 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (93,479) | $ (107,801) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 5,151 | 5,406 |
Amortization | 718 | 511 |
Share-based compensation expense | 7,352 | 8,495 |
Unrealized foreign exchange (gains) losses | (1,102) | 522 |
Other | 2,817 | (208) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in receivables and other operating assets | 3,345 | (20,075) |
Decrease in non-current operating assets | 2,291 | 1,468 |
(Decrease) increase in payables and other current liabilities | (117) | 8,879 |
Increase in deferred revenue | 48,649 | 2,824 |
Net cash used in operating activities | (24,375) | (99,979) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (1,174) | (1,425) |
Acquisition of intangibles | (496) | (1,036) |
Maturity or redemption of marketable securities | 78,915 | 92,803 |
Investment in marketable securities | (363,777) | (19,080) |
Net cash (used in) provided by investing activities | (286,532) | 71,262 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, net of issuance costs | 334,388 | |
Proceeds from exercise of stock options | 5,541 | 366 |
Net cash provided by financing activities | 339,929 | 366 |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | (1,023) | (398) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 27,999 | (28,749) |
Cash, cash equivalents and restricted cash at start of period | 54,908 | 72,476 |
Cash, cash equivalents and restricted cash at end of period | $ 82,907 | $ 43,727 |
General
General | 9 Months Ended |
Sep. 30, 2020 | |
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 people with cancer. We are a leader in the development of T-cell therapies for solid tumors. The Company’s 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 cell therapies, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of its cell therapies, the need to develop a reliable commercial manufacturing process, the need to commercialize any cell therapies that may be approved for marketing, and protection of proprietary technology. If the Company does not successfully commercialize any of its cell therapies, 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 | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies (a) Basis of presentation The condensed consolidated financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Quarterly Report are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. 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. The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2020 (the “Annual Report”). The balance sheet as of December 31, 2019 was derived from audited consolidated financial statements included in the Company’s Annual Report but does not include all disclosures required by U.S. GAAP. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim period. The interim results are not necessarily indicative of results to be expected for the full year. (b) Use of estimates in interim financial statements The preparation of interim 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 interim 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, 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) 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 6, Fair value measurements. (d ) New accounting pronouncements Adopted in the period Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract On January 1, 2020, the Company adopted 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. The guidance 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 Company elected to apply the guidance prospectively to all implementation costs incurred after the date of adoption. The guidance has not had a material effect on the condensed consolidated financial statements. Simplifying the Accounting for Income Taxes On January 1, 2020, the Company adopted ASU 2019-12 – Simplifying the Accounting for Income Taxes (Topic 740). The simplifications to accounting for income taxes cover a variety of areas, including the removal of the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income). The changes also add a requirement for an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. Most of the amendments should be applied on a prospective basis. The guidance has not had a material effect on the condensed consolidated financial statements. Changes to the Disclosure Requirements for Fair Value Measurement On January 1, 2020, the Company adopted 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. Certain amendments apply prospectively with all other amendments applied retrospectively to all periods presented upon their effective date. The guidance has not had a material effect on the condensed consolidated financial statements. Revenue Recognition in Collaborative Arrangements On January 1, 2020, the Company adopted 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 guidance has been applied retrospectively to all contracts that were not completed at the date of initial application of Topic 606. The guidance has not had a material effect on the condensed consolidated financial statements because it did not change the Company’s accounting for existing or previous collaborative arrangements. 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. In November 2019, the FASB issued ASU 2019-10 which 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 condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue | |
Revenue | Note 3 — Revenue The Company has two contracts with customers: a collaboration and license agreement with GSK (the “GSK Collaboration and License Agreement”) and a collaboration agreement with Astellas Pharma Inc. (the “Astellas Collaboration Agreement”) through its wholly-owned subsidiary, Universal Cells, Inc. (“Astellas”). Development revenue from contracts with customers in the three and nine months ended September 30, 2020 comprises the following (in thousands): Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Development revenue $ 1,193 $ 237 $ 2,456 $ 394 $ 1,193 $ 237 $ 2,456 $ 394 Deferred revenue increased by $47.7 million from $2.1 million at January 1, 2020 to $49.8 million at September 30, 2020. The movement is largely due to the upfront payment of $50.0 million received under the Astellas Collaboration Agreement in January 2020 offset by revenue recognized under our collaboration agreements in the nine months ended September 30, 2020. As of December 31, 2019, there was deferred revenue of $2.1 million associated with the third target under the GSK Collaboration Agreement, of which $0.4 million and $1.5 million was recognized as revenue in the three and nine months ended September 30, 2020 respectively. The Astellas Collaboration Agreement Upon successful completion of the Phase 1 trial for a product, Astellas and Adaptimmune will elect whether to progress with co-development and co-commercialization of such product, or to allow the other party to pursue the candidate independently. If the parties progress with co-development and co-commercialization of a product, then each party will grant the other party a co-exclusive license to co-develop and co-commercialize such product in the field of T-cell therapy. If a product is developed solely by one party, then the other party will grant to the continuing party an exclusive license to develop and commercialize such product in the field of T-cell therapy. In the three months ended June 30, 2020, the parties nominated the target for the first collaboration program and the Company commenced development of this target under the agreement and began recognizing revenue for this performance obligation. In addition, Astellas was also granted the right to develop, independently of Adaptimmune, allogeneic T-cell therapy candidates directed to two targets selected by Astellas. Astellas will have sole rights to develop and commercialize products resulting from these two targets. Under the terms of the agreement, Adaptimmune could be entitled to receive up to $847.5 million in further payments, including: ● Development milestones of up to $73.75 million for each co-developed and co-commercialized product; and ● Development milestones of up to $147.5 million per product and up to $110.0 million in sales milestones for products developed unilaterally by Astellas. In addition, Adaptimmune is entitled to receive research funding of up to $7.5 million per year on a per collaboration target basis, which is payable on a quarterly basis within standard payment terms, and tiered royalties on net sales in the mid-single to mid-teen digits. In consideration for rights under certain contributed Astellas technology for a product unilaterally developed by Adaptimmune, Astellas could be eligible to receive up to $552.5 million, including up to $147.5 million in milestone payments per product, and up to $110.0 million in sales milestones for products developed unilaterally by Adaptimmune. In addition, Astellas is entitled to receive tiered royalties on net sales in the mid-single to mid-teen digits. To the extent that Astellas and Adaptimmune co-develop and co-commercialize any product, the parties would share equally all worldwide costs and profits. Either party can terminate the agreement in the event of material breach or insolvency of the other party. Astellas can terminate the Agreement for convenience in its entirety or partly in relation to any targets and products directed to such targets. Adaptimmune can terminate the Agreement for convenience in relation to any target it is unilaterally developing and to products directed to such target. The Company has assessed the agreement under the provisions of ASC 606, Revenue from Contracts with Customers Collaborative Arrangements The aggregate transaction price at inception of the agreement was the $50.0 million upfront payment. Future development milestones are not considered probable as of September 30, 2020 and have not been included in the transaction price. Reimbursement of the research funding over the co-development period (up until completion of a Phase 1 trial for products directed to such target) is variable consideration and included in the transaction price as of September 30, 2020 to the extent that a significant reversal of revenue is not probable. The Company may also receive sales milestones upon the achievement of specified levels of annual net sales by Astellas under an independent Astellas program. These amounts have not been included within the transaction price as of September 30, 2020 because they are sales-based and would be recognized when the subsequent sales occur. The aggregate transaction price is allocated to the performance obligations depending on the relative standalone selling price of the performance obligations. In determining the best estimate of the standalone selling price, the Company considered internal pricing objectives it used in negotiating the contract, together with internal data regarding the cost and margin of providing research services and adjusted-market data from comparable arrangements. The variable consideration is allocated to the performance obligation to which it relates. The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation. The Company expects to satisfy the performance obligations relating to the three co-development targets as development progresses 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 would be internal project resources and third-party 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, 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 will be adjusted and the revenue will be 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 would be recognized as an adjustment to revenue in the period in which the change in estimate occurs. The revenue allocated to the research services will be recognized as development of products directed to the target progresses up until completion of a Phase 1 trial. The Company has determined that the performance obligations relating to the two independent Astellas targets would be recognized at a point-in-time, upon commencement of the licenses in the event of nomination of the target, since they are right-to-use licenses. The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreement as of September 30, 2020 was $62.9 million, of which $14.3 million is allocated to the rights third |
Loss per share
Loss per share | 9 Months Ended |
Sep. 30, 2020 | |
Loss per share | |
Loss per share | Note 4 — Loss per share The dilutive effect of 91,263,299 and 90,072,300 stock options outstanding as of September 30, 2020 and 2019 respectively have been excluded from the diluted loss per share calculation for the three and nine months ended September 30, 2020 and 2019, because they would have an antidilutive effect on the loss per share for the period. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair value measurements | |
Fair value measurements | Note 5 — Fair value measurements 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 September 30, 2020 are as follows (in thousands): Fair value measurements using September 30, Level 1 Level 2 Level 3 2020 Assets: Corporate debt securities $ 315,437 $ 315,437 — — Agency bonds 6,005 6,005 — $ 321,442 $ 315,437 $ 6,005 $ — 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. |
Marketable securities - availab
Marketable securities - available-for-sale debt securities | 9 Months Ended |
Sep. 30, 2020 | |
Marketable securities - available-for-sale debt securities | |
Marketable securities - available-for-sale debt securities | Note 6 — Marketable securities – available-for-sale debt securities As of September 30, 2020, the Company has the following investments in marketable securities (in thousands): Gross Gross Aggregate Remaining Amortized Unrealized Unrealized Estimated Contractual Maturity Cost Gains Losses Fair Value Available-for-sale debt securities: Corporate debt securities Less than 3 months $ 14,272 $ 16 $ (4) $ 14,284 Corporate debt securities 3 months to 1 year 164,830 336 (40) 165,126 Agency bonds 1 year to 2 years 5,996 9 — 6,005 Corporate debt securities 1 year to 2 years 136,058 107 (138) 136,027 $ 321,156 $ 468 $ (182) $ 321,442 As of September 30, 2020 and December 31, 2019, the aggregate fair value of securities held by the Company in an unrealized loss position was $135.0 million and $2.0 million respectively, which consisted of 23 and 1 separate securities, respectively. No securities have been in an unrealized loss position for more than one year. As of September 30, 2020, the securities in an unrealized loss position are not considered to be other than temporarily impaired because the impairments are not severe and have been for a short duration. The Company does not intend to sell the debt securities in an unrealized loss position and believes that it has the ability to hold the debt securities to maturity. |
Other current assets
Other current assets | 9 Months Ended |
Sep. 30, 2020 | |
Other current assets | |
Other current assets | Note 7 — Other current assets Other current assets consisted of the following (in thousands): September 30, December 31, 2020 2019 Corporate tax receivable $ 13,921 $ 19,284 Prepayments 7,754 8,395 Clinical materials 2,488 1,459 Other current assets 2,662 1,809 $ 26,825 $ 30,947 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 8 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2020 2019 Accrued clinical and development expenditure $ 11,097 $ 8,782 Accrued employee expenses 8,127 6,863 Other accrued expenditure 2,784 2,662 Accrued purchase commitments 2,500 5,000 Other 107 56 $ 24,615 $ 23,363 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. In the three months ended September 30, 2019, management considered that there was sufficient uncertainty surrounding the utility of the Dynabeads to result in $5.0 million of minimum purchasing obligations being recognized in in research and development expense in that period. The related per-share amount for both the three and nine months ended September 30, 2019 is $(0.01). Of the minimum purchasing obligations of $5.0 million, $2.5 million was paid during the nine-months ended September 30, 2020. The remaining minimum purchase obligations of $2.5 million are payable within the next year, and are included within accrued purchase commitments above. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based compensation | |
Share-based compensation | Note 9 — Share-based compensation The following table shows the total share-based compensation expense included in the unaudited consolidated statements of operations (in thousands): Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Research and development $ 1,219 $ 144 $ 3,126 $ 2,951 General and administrative 2,061 1,676 4,226 5,544 $ 3,280 $ 1,820 $ 7,352 $ 8,495 The following table shows information about share options and options which have a nominal exercise price (similar to restricted stock units (RSUs)) granted: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Number of options over ordinary shares granted 1,882,966 3,733,359 14,851,182 15,477,255 Weighted average fair value of ordinary shares options $ 1.25 $ 0.31 $ 0.57 $ 0.48 Number of additional options with a nominal exercise price granted 571,320 743,292 7,410,136 7,700,658 Weighted average fair value of options with a nominal exercise price $ 1.70 0.51 $ 0.78 $ 0.89 |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' equity | |
Stockholders' equity | Note 10 — Stockholders’ equity 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 of their option to purchase an additional 3,150,000 ADSs, generated net proceeds of $90.5 million. On June 4, 2020, the Company closed an underwritten public offering of 23,575,000 ADSs, which together with the full exercise by the underwriters of their option to purchase an additional 3,075,000 ADSs, generated net proceeds of $243.8 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Basis of presentation | (a) Basis of presentation The condensed consolidated financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Quarterly Report are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. 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. The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2020 (the “Annual Report”). The balance sheet as of December 31, 2019 was derived from audited consolidated financial statements included in the Company’s Annual Report but does not include all disclosures required by U.S. GAAP. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim period. The interim results are not necessarily indicative of results to be expected for the full year. |
Use of estimates in interim financial statements | (b) Use of estimates in interim financial statements The preparation of interim 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 interim 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, 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. |
Fair value measurements | (c) 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 6, Fair value measurements. |
New accounting pronouncements | (d ) New accounting pronouncements Adopted in the period Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract On January 1, 2020, the Company adopted 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. The guidance 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 Company elected to apply the guidance prospectively to all implementation costs incurred after the date of adoption. The guidance has not had a material effect on the condensed consolidated financial statements. Simplifying the Accounting for Income Taxes On January 1, 2020, the Company adopted ASU 2019-12 – Simplifying the Accounting for Income Taxes (Topic 740). The simplifications to accounting for income taxes cover a variety of areas, including the removal of the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income). The changes also add a requirement for an entity to reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. Most of the amendments should be applied on a prospective basis. The guidance has not had a material effect on the condensed consolidated financial statements. Changes to the Disclosure Requirements for Fair Value Measurement On January 1, 2020, the Company adopted 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. Certain amendments apply prospectively with all other amendments applied retrospectively to all periods presented upon their effective date. The guidance has not had a material effect on the condensed consolidated financial statements. Revenue Recognition in Collaborative Arrangements On January 1, 2020, the Company adopted 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 guidance has been applied retrospectively to all contracts that were not completed at the date of initial application of Topic 606. The guidance has not had a material effect on the condensed consolidated financial statements because it did not change the Company’s accounting for existing or previous collaborative arrangements. 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. In November 2019, the FASB issued ASU 2019-10 which 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 condensed consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue | |
Summary of revenue categories | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Development revenue $ 1,193 $ 237 $ 2,456 $ 394 $ 1,193 $ 237 $ 2,456 $ 394 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair value measurements | |
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 September 30, 2020 are as follows (in thousands): Fair value measurements using September 30, Level 1 Level 2 Level 3 2020 Assets: Corporate debt securities $ 315,437 $ 315,437 — — Agency bonds 6,005 6,005 — $ 321,442 $ 315,437 $ 6,005 $ — |
Marketable securities - avail_2
Marketable securities - available-for-sale debt securities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Marketable securities - available-for-sale debt securities | |
Schedule of investments in marketable securities | As of September 30, 2020, the Company has the following investments in marketable securities (in thousands): Gross Gross Aggregate Remaining Amortized Unrealized Unrealized Estimated Contractual Maturity Cost Gains Losses Fair Value Available-for-sale debt securities: Corporate debt securities Less than 3 months $ 14,272 $ 16 $ (4) $ 14,284 Corporate debt securities 3 months to 1 year 164,830 336 (40) 165,126 Agency bonds 1 year to 2 years 5,996 9 — 6,005 Corporate debt securities 1 year to 2 years 136,058 107 (138) 136,027 $ 321,156 $ 468 $ (182) $ 321,442 |
Other current assets (Tables)
Other current assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other current assets | |
Summary of other current assets | Other current assets consisted of the following (in thousands): September 30, December 31, 2020 2019 Corporate tax receivable $ 13,921 $ 19,284 Prepayments 7,754 8,395 Clinical materials 2,488 1,459 Other current assets 2,662 1,809 $ 26,825 $ 30,947 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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): September 30, December 31, 2020 2019 Accrued clinical and development expenditure $ 11,097 $ 8,782 Accrued employee expenses 8,127 6,863 Other accrued expenditure 2,784 2,662 Accrued purchase commitments 2,500 5,000 Other 107 56 $ 24,615 $ 23,363 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based compensation | |
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 unaudited consolidated statements of operations (in thousands): Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Research and development $ 1,219 $ 144 $ 3,126 $ 2,951 General and administrative 2,061 1,676 4,226 5,544 $ 3,280 $ 1,820 $ 7,352 $ 8,495 |
Summary of all stock option activity | The following table shows information about share options and options which have a nominal exercise price (similar to restricted stock units (RSUs)) granted: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Number of options over ordinary shares granted 1,882,966 3,733,359 14,851,182 15,477,255 Weighted average fair value of ordinary shares options $ 1.25 $ 0.31 $ 0.57 $ 0.48 Number of additional options with a nominal exercise price granted 571,320 743,292 7,410,136 7,700,658 Weighted average fair value of options with a nominal exercise price $ 1.70 0.51 $ 0.78 $ 0.89 |
General (Details)
General (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
General | ||
Accumulated deficit | $ 549,143 | $ 455,664 |
Revenue - Revenue from contract
Revenue - Revenue from contracts with customers (Details) $ in Thousands | Jan. 13, 2020USD ($) | Jan. 01, 2020USD ($) | Sep. 30, 2020USD ($)customer | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)customer | Sep. 30, 2019USD ($) |
Revenue | ||||||
Number of customers | customer | 2 | 2 | ||||
Revenue | $ 1,193 | $ 237 | $ 2,456 | $ 394 | ||
Revenue recognized in the period | 400 | 1,500 | ||||
Increase in deferred revenue | $ 47,700 | 48,649 | 2,824 | |||
Deferred revenue | $ 2,100 | 49,800 | 49,800 | |||
Development revenue | ||||||
Revenue | ||||||
Revenue | $ 1,193 | $ 237 | $ 2,456 | $ 394 | ||
Astellas Collaboration Agreement | ||||||
Revenue | ||||||
Upfront payment received | $ 50,000 |
Revenue - Collaboration Agreeme
Revenue - Collaboration Agreement - The Astellas Collaboration Agreement (Details) - Astellas Collaboration Agreement $ in Thousands | Jan. 13, 2020USD ($)item | Sep. 30, 2020item |
Collaboration and License Agreement | ||
Upfront payment received | $ 50,000 | |
Number Of Co Development Target | item | 3 | |
Number of independent targets | item | 2 | 2 |
Maximum | ||
Collaboration and License Agreement | ||
Potential milestone payments to be received | $ 847,500 | |
Research funding the entity is entitled to receive per year on a per collaboration target basis | 7,500 | |
Potential milestone payments to be paid | 552,500 | |
Development milestone for each co-developed and co-commercialized product | Maximum | ||
Collaboration and License Agreement | ||
Potential milestone payments to be received | 73,750 | |
Development milestone per product developed unilaterally | Maximum | ||
Collaboration and License Agreement | ||
Potential milestone payments to be received | 147,500 | |
Sales milestone for products developed unilaterally | Maximum | ||
Collaboration and License Agreement | ||
Potential milestone payments to be received | 110,000 | |
Milestone Per Product Developed By Entity | Maximum | ||
Collaboration and License Agreement | ||
Potential milestone payments to be paid | 147,500 | |
Sales Milestone Per Product Developed By Entity | Maximum | ||
Collaboration and License Agreement | ||
Potential milestone payments to be paid | $ 110,000 |
Revenue - Collaboration Agree_2
Revenue - Collaboration Agreement - Performance obligations (Details) - Astellas Collaboration Agreement $ in Millions | Jan. 13, 2020USD ($)item | Sep. 30, 2020USD ($)item |
Performance obligations | ||
Number of co-development targets | item | 3 | |
Number of independent targets | item | 2 | 2 |
Amount of transaction price of the agreement at inception | $ 50 | |
Amount of transaction price allocated to performance obligation that has not been recognized as revenue | $ 62.9 | |
Rights granted, first independent target | ||
Performance obligations | ||
Amount of transaction price allocated to performance obligation that has not been recognized as revenue | 14.3 | |
Rights granted, second independent target | ||
Performance obligations | ||
Amount of transaction price allocated to performance obligation that has not been recognized as revenue | 14.3 | |
Research services and rights granted under the co-exclusive license, first co-development target | ||
Performance obligations | ||
Amount of transaction price allocated to performance obligation that has not been recognized as revenue | 20.5 | |
Rresearch services and rights under the co-exclusive license, second co-development target | ||
Performance obligations | ||
Amount of transaction price allocated to performance obligation that has not been recognized as revenue | 6.9 | |
Rresearch services and rights under the co-exclusive license, third co-development target | ||
Performance obligations | ||
Amount of transaction price allocated to performance obligation that has not been recognized as revenue | $ 6.9 |
Loss per share - Antidilutive s
Loss per share - Antidilutive shares (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share options | ||
Antidilutive securities | ||
Potentially dilutive equity instruments excluded from the diluted loss per share (in shares) | 91,263,299 | 90,072,300 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | $ 321,442 | $ 39,130 |
Recurring basis | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 321,442 | |
Recurring basis | Corporate debt securities | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 315,437 | |
Recurring basis | Agency bonds | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 6,005 | |
Recurring basis | Level 1 | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 315,437 | |
Recurring basis | Level 1 | Corporate debt securities | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 315,437 | |
Recurring basis | Level 2 | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 6,005 | |
Recurring basis | Level 2 | Agency bonds | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | $ 6,005 |
Marketable securities - avail_3
Marketable securities - available-for-sale debt securities (Details) $ in Thousands | Sep. 30, 2020USD ($)security | Dec. 31, 2019USD ($)security |
Marketable securities | ||
Fair market value of investments in an unrealized loss position | $ 135,000 | $ 2,000 |
Number of debt securities | security | 23 | 1 |
Number of available-for-sale securities in an unrealized loss position for more than one year | security | 0 | |
Debt Securities | ||
Marketable securities | ||
Amortized cost | $ 321,156 | |
Gross unrealized gains | 468 | |
Gross unrealized losses | (182) | |
Aggregate estimated fair value | 321,442 | |
Corporate Debt Securities Maturity Period Less Than Three Months | Debt Securities | ||
Marketable securities | ||
Amortized cost | 14,272 | |
Gross unrealized gains | 16 | |
Gross unrealized losses | (4) | |
Aggregate estimated fair value | 14,284 | |
Corporate Debt Securities Maturity Period Three Months To One Year | ||
Marketable securities | ||
Amortized cost | 164,830 | |
Gross unrealized gains | 336 | |
Gross unrealized losses | (40) | |
Aggregate estimated fair value | 165,126 | |
Corporate Debt Securities Maturity Period One Year To Two Years | Debt Securities | ||
Marketable securities | ||
Amortized cost | 136,058 | |
Gross unrealized gains | 107 | |
Gross unrealized losses | (138) | |
Aggregate estimated fair value | 136,027 | |
Agency Bond Maturity Period One Year To Two Years | Debt Securities | ||
Marketable securities | ||
Amortized cost | 5,996 | |
Gross unrealized gains | 9 | |
Aggregate estimated fair value | $ 6,005 |
Other current assets (Details)
Other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other current assets | ||
Corporate tax receivable | $ 13,921 | $ 19,284 |
Prepayments | 7,754 | 8,395 |
Clinical materials | 2,488 | 1,459 |
Other current assets | 2,662 | 1,809 |
Total | $ 26,825 | $ 30,947 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued expenses and other current liabilities | ||
Accrued clinical and development expenditure | $ 11,097 | $ 8,782 |
Accrued employee expenses | 8,127 | 6,863 |
Other accrued expenditure | 2,784 | 2,662 |
Accrued purchase commitments | 2,500 | 5,000 |
Other | 107 | 56 |
Total | $ 24,615 | $ 23,363 |
Accrued expenses and other cu_4
Accrued expenses and other current liabilities - Supply agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Contingencies and commitments | ||||
Required purchase period | 5 years | |||
Losses accrued on firm purchase commitments | $ 0 | $ 5,000 | $ 0 | $ 5,000 |
Related per share amount | $ (0.01) | $ (0.01) | ||
Research and development | ||||
Contingencies and commitments | ||||
Purchasing obligations | 2,500 | $ 5,000 | 2,500 | $ 5,000 |
Purchase Obligation, Due in Next Twelve Months | $ 2,500 | $ 2,500 |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 3,280 | $ 1,820 | $ 7,352 | $ 8,495 |
Research and development | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | 1,219 | 144 | 3,126 | 2,951 |
General and administrative | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 2,061 | $ 1,676 | $ 4,226 | $ 5,544 |
Share-based compensation - Opti
Share-based compensation - Options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based compensation | ||||
Number of options granted (in shares) | 1,882,966 | 3,733,359 | 14,851,182 | 15,477,255 |
Weighted average fair value (in dollars per share) | $ 1.25 | $ 0.31 | $ 0.57 | $ 0.48 |
Number of additional options with a nominal exercise price granted | 571,320 | 743,292 | 7,410,136 | 7,700,658 |
Weighted average fair value of RSU-style options granted | $ 1.70 | $ 0.51 | $ 0.78 | $ 0.89 |
Stockholders' equity - Underwri
Stockholders' equity - Underwritten public offering and Registered direct offering (Details) - American Depository Shares (ADSs) - USD ($) $ in Millions | Jun. 04, 2020 | Jan. 24, 2020 |
Stockholders' equity | ||
Issuance of common stock (in shares) | 3,075,000 | 21,000,000 |
Net proceeds | $ 243.8 | $ 90.5 |
Underwritten public offering | ||
Stockholders' equity | ||
Issuance of common stock (in shares) | 23,575,000 | |
Over-Allotment Option | ||
Stockholders' equity | ||
Issuance of common stock (in shares) | 3,150,000 |