Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2023 | |
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 | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | ADAP | |
Entity Common Stock, Shares Outstanding | 1,362,729,582 | |
Entity Central Index Key | 0001621227 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 90,059,000 | $ 108,033,000 |
Marketable securities - available-for-sale debt securities | 71,669,000 | 96,572,000 |
Accounts receivable, net of allowance for expected credit losses of $0 and $0 | 789,000 | 7,435,000 |
Other current assets and prepaid expenses | 56,851,000 | 43,330,000 |
Total current assets | 219,368,000 | 255,370,000 |
Restricted cash | 3,013,000 | 1,569,000 |
Operating lease right-of-use assets, net of accumulated amortization of $11,930 and $9,470 | 21,302,000 | 18,019,000 |
Property, plant and equipment, net of accumulated depreciation of $42,543 and $38,588 | 52,571,000 | 53,516,000 |
Intangible assets, net of accumulated amortization of $5,008 and $4,676 | 384,000 | 442,000 |
Total assets | 296,638,000 | 328,916,000 |
Current liabilities | ||
Accounts payable | 13,922,000 | 4,753,000 |
Operating lease liabilities, current | 5,081,000 | 2,728,000 |
Accrued expenses and other current liabilities | 26,831,000 | 31,215,000 |
Restructuring provision | 2,285,000 | |
Deferred revenue, current | 29,312,000 | 23,520,000 |
Total current liabilities | 75,146,000 | 64,501,000 |
Operating lease liabilities, non-current | 20,520,000 | 20,349,000 |
Deferred revenue, non-current | 111,487,000 | 160,892,000 |
Other liabilities, non-current | 1,356,000 | 1,296,000 |
Total liabilities | 208,509,000 | 247,038,000 |
Stockholders' equity | ||
Common stock - Ordinary shares par value £0.001, 1,702,760,280 authorized and 1,361,595,036 issued and outstanding (2022: 1,282,773,750 authorized and 987,109,890 issued and outstanding) | 1,863,000 | 1,399,000 |
Additional paid in capital | 1,061,420,000 | 990,656,000 |
Accumulated other comprehensive gain/(loss) | 102,000 | (875,000) |
Accumulated deficit | (975,256,000) | (909,302,000) |
Total stockholders' equity | 88,129,000 | 81,878,000 |
Total liabilities and stockholders' equity | $ 296,638,000 | $ 328,916,000 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 £ / shares | Dec. 31, 2022 £ / shares | |
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for expected credit losses | $ 0 | $ 0 | ||
Operating lease right-of-use assets, accumulated amortization | 11,930 | 9,470 | ||
Property, plant and equipment, accumulated depreciation | 42,543 | 38,588 | ||
Intangibles, accumulated amortization | $ 5,008 | $ 4,676 | ||
Common stock, par value | £ / shares | £ 0.001 | £ 0.001 | ||
Common stock, shares authorized | shares | 1,702,760,280 | 1,282,773,750 | ||
Common stock, shares issued | shares | 1,361,595,036 | 987,109,890 | ||
Common stock, shares outstanding | shares | 1,361,595,036 | 987,109,890 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 7,319,000 | $ 7,007,000 | $ 60,050,000 | $ 16,120,000 |
Operating expenses | ||||
Research and development | (37,788,000) | (33,182,000) | (93,301,000) | (104,674,000) |
General and administrative | (16,164,000) | (16,815,000) | (56,634,000) | (48,169,000) |
Total operating expenses | (53,952,000) | (49,997,000) | (149,935,000) | (152,843,000) |
Operating loss | (46,633,000) | (42,990,000) | (89,885,000) | (136,723,000) |
Interest income | 2,149,000 | 324,000 | 4,368,000 | 1,019,000 |
Gain on bargain purchase | 22,049,000 | |||
Remeasurement on bargain purchase | (106,000) | |||
Other income (expense), net | (324,000) | 1,644,000 | (494,000) | 1,001,000 |
Loss before income tax expense | (44,914,000) | (41,022,000) | (63,962,000) | (134,703,000) |
Income tax expense | (687,000) | (399,000) | (1,992,000) | (1,503,000) |
Net loss attributable to ordinary shareholders | $ (45,601,000) | $ (41,421,000) | $ (65,954,000) | $ (136,206,000) |
Net loss per ordinary share | ||||
Basic (in dollars per share) | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.14) |
Diluted (in dollars per share) | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.14) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 1,357,849,656 | 980,791,114 | 1,153,791,567 | 961,354,122 |
Diluted (in shares) | 1,357,849,656 | 980,791,114 | 1,153,791,567 | 961,354,122 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS | ||||
Net loss | $ (45,601) | $ (41,421) | $ (65,954) | $ (136,206) |
Other comprehensive (loss)/income, net of tax | ||||
Foreign currency translation adjustments, net of tax of $0, and $0 | 24,359 | 58,011 | (4,830) | 122,496 |
Foreign currency gains (losses) on intercompany loan of a long-term investment nature, net of tax of $0, and $0 | (21,321) | (50,489) | 4,794 | (103,404) |
Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $0, and $0 | 69 | 204 | 926 | (1,267) |
Reclassification adjustment for gains on available-for-sale debt securities included in net loss, net of tax of $0 and $0 | 87 | 87 | ||
Total comprehensive loss for the period | $ (42,407) | $ (33,695) | $ (64,977) | $ (118,381) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0 |
Foreign currency gains (losses) on intercompany loan of a long-term investment nature, tax | 0 | 0 |
Unrealized holding gains (losses) on available-for-sale debt securities, tax | 0 | $ 0 |
Reclassification adjustment for gains on available-for-sale debt securities included in net loss, tax | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY - USD ($) $ in Thousands | Common stock | Additional paid in capital | Accumulated other comprehensive (loss) income | Accumulated deficit | Total |
Balance at the beginning of the period, shares at Dec. 31, 2021 | 937,547,934 | ||||
Balance at the beginning of the period at Dec. 31, 2021 | $ 1,337 | $ 959,611 | $ (11,142) | $ (743,846) | $ 205,960 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 5 | 30 | 35 | ||
Issuance of shares upon exercise of stock options (in shares) | 3,318,072 | ||||
Other comprehensive loss (gain) | 1,829 | 1,829 | |||
Share-based compensation expense | 5,586 | 5,586 | |||
Net loss | (50,265) | (50,265) | |||
Balance at the end of the period at Mar. 31, 2022 | $ 1,342 | 965,227 | (9,313) | (794,111) | 163,145 |
Balance at the end of the period, shares at Mar. 31, 2022 | 940,866,006 | ||||
Balance at the beginning of the period, shares at Dec. 31, 2021 | 937,547,934 | ||||
Balance at the beginning of the period at Dec. 31, 2021 | $ 1,337 | 959,611 | (11,142) | (743,846) | 205,960 |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (136,206) | ||||
Balance at the end of the period at Sep. 30, 2022 | $ 1,394 | 985,312 | 6,683 | (880,052) | 113,337 |
Balance at the end of the period, shares at Sep. 30, 2022 | 982,719,936 | ||||
Balance at the beginning of the period, shares at Mar. 31, 2022 | 940,866,006 | ||||
Balance at the beginning of the period at Mar. 31, 2022 | $ 1,342 | 965,227 | (9,313) | (794,111) | 163,145 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 1 | 1 | |||
Issuance of shares upon exercise of stock options (in shares) | 759,336 | ||||
Issue of shares under At The Market sales agreement, net of commission and expenses | $ 44 | 9,932 | 9,976 | ||
Issue of shares under At The Market sales agreement, net of commission and expenses (in shares) | 35,134,182 | ||||
Other comprehensive loss (gain) | 8,270 | 8,270 | |||
Share-based compensation expense | 5,045 | 5,045 | |||
Net loss | (44,520) | (44,520) | |||
Balance at the end of the period at Jun. 30, 2022 | $ 1,387 | 980,204 | (1,043) | (838,631) | 141,917 |
Balance at the end of the period, shares at Jun. 30, 2022 | 976,759,524 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 1 | 5 | 6 | ||
Issuance of shares upon exercise of stock options (in shares) | 1,005,558 | ||||
Issuance of shares upon completion of public offering, net of issuance costs | $ 6 | 1,440 | 1,446 | ||
Issuance of shares upon completion of public offering, net of issuance costs (in shares) | 4,954,854 | ||||
Other comprehensive loss (gain) | 7,726 | 7,726 | |||
Share-based compensation expense | 3,663 | 3,663 | |||
Net loss | (41,421) | (41,421) | |||
Balance at the end of the period at Sep. 30, 2022 | $ 1,394 | 985,312 | 6,683 | (880,052) | $ 113,337 |
Balance at the end of the period, shares at Sep. 30, 2022 | 982,719,936 | ||||
Balance at the beginning of the period, shares at Dec. 31, 2022 | 987,109,890 | 987,109,890 | |||
Balance at the beginning of the period at Dec. 31, 2022 | $ 1,399 | 990,656 | (875) | (909,302) | $ 81,878 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 7 | 1 | 8 | ||
Issuance of shares upon exercise of stock options (in shares) | 6,035,574 | ||||
Issue of shares under At The Market sales agreement, net of commission and expenses | $ 1 | 187 | 188 | ||
Issue of shares under At The Market sales agreement, net of commission and expenses (in shares) | 554,496 | ||||
Other comprehensive loss (gain) | (910) | (910) | |||
Share-based compensation expense | 1,676 | 1,676 | |||
Net loss | 1,036 | 1,036 | |||
Balance at the end of the period at Mar. 31, 2023 | $ 1,407 | 992,520 | (1,785) | (908,266) | $ 83,876 |
Balance at the end of the period, shares at Mar. 31, 2023 | 993,699,960 | ||||
Balance at the beginning of the period, shares at Dec. 31, 2022 | 987,109,890 | 987,109,890 | |||
Balance at the beginning of the period at Dec. 31, 2022 | $ 1,399 | 990,656 | (875) | (909,302) | $ 81,878 |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (65,954) | ||||
Balance at the end of the period at Sep. 30, 2023 | $ 1,863 | 1,061,420 | 102 | (975,256) | $ 88,129 |
Balance at the end of the period, shares at Sep. 30, 2023 | 1,361,595,036 | 1,361,595,036 | |||
Balance at the beginning of the period, shares at Mar. 31, 2023 | 993,699,960 | ||||
Balance at the beginning of the period at Mar. 31, 2023 | $ 1,407 | 992,520 | (1,785) | (908,266) | $ 83,876 |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 1 | 13 | 14 | ||
Issuance of shares upon exercise of stock options (in shares) | 698,778 | ||||
Issuance of shares upon acquisition of TCR | $ 443 | 60,320 | 60,763 | ||
Issuance of shares upon acquisition of TCR (in shares) | 357,429,306 | ||||
Other comprehensive loss (gain) | (1,307) | (1,307) | |||
Share-based compensation expense | 4,694 | 4,694 | |||
Net loss | (21,389) | (21,389) | |||
Balance at the end of the period at Jun. 30, 2023 | $ 1,851 | 1,057,547 | (3,092) | (929,655) | 126,651 |
Balance at the end of the period, shares at Jun. 30, 2023 | 1,351,828,044 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares upon exercise of stock options | $ 9 | 152 | 161 | ||
Issuance of shares upon exercise of stock options (in shares) | 6,466,992 | ||||
Issuance of shares upon completion of public offering, net of issuance costs | $ 3 | 432 | 435 | ||
Issuance of shares upon completion of public offering, net of issuance costs (in shares) | 3,300,000 | ||||
Other comprehensive loss (gain) | 3,194 | 3,194 | |||
Share-based compensation expense | 3,289 | 3,289 | |||
Net loss | (45,601) | (45,601) | |||
Balance at the end of the period at Sep. 30, 2023 | $ 1,863 | $ 1,061,420 | $ 102 | $ (975,256) | $ 88,129 |
Balance at the end of the period, shares at Sep. 30, 2023 | 1,361,595,036 | 1,361,595,036 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (65,954) | $ (136,206) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6,647 | 4,009 |
Amortization | 322 | 629 |
Gain on bargain purchase | (22,049) | |
Share-based compensation expense | 8,692 | 14,294 |
Unrealized foreign exchange losses/(gains) | 709 | (2,501) |
(Accretion)/amortization on available-for-sale debt securities | (1,595) | 2,165 |
Other | 253 | 765 |
Changes in operating assets and liabilities: | ||
Increase in receivables and other operating assets | (709) | (29,778) |
(Decrease)/increase in payables and other current liabilities | (7,792) | 15,200 |
Decrease in deferred revenue | (44,728) | (12,388) |
Net cash used in operating activities | (126,204) | (143,811) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (3,854) | (26,081) |
Acquisition of intangible assets | (199) | (231) |
Cash from acquisition of TCR2 Therapeutics Inc. | 45,264 | |
Maturity or redemption of marketable securities | 139,243 | 136,694 |
Investment in marketable securities | (73,026) | (42,197) |
Other | 913 | |
Net cash provided by investing activities | 108,341 | 68,185 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock from offerings, net of commissions and issuance costs | 623 | 11,422 |
Proceeds from exercise of stock options | 183 | 42 |
Net cash provided by financing activities | 806 | 11,464 |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | 527 | (6,791) |
Net decrease in cash, cash equivalents and restricted cash | (16,530) | (70,953) |
Cash, cash equivalents and restricted cash at start of period | 109,602 | 151,666 |
Cash, cash equivalents and restricted cash at end of period | $ 93,072 | $ 80,713 |
General
General | 9 Months Ended |
Sep. 30, 2023 | |
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 proprietary platform enables it to identify cancer targets, find and develop cell therapy candidates active against those targets and produce therapeutic candidates for administration to patients. 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 $975,256,000 as of September 30, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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 March 6, 2023 (the “Annual Report”). The balance sheet as of December 31, 2022 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 made in various areas, including in relation to valuation allowances relating to deferred tax assets, revenue recognition, the fair value of assets acquired, liabilities assumed and consideration transferred in business combinations, and estimation of the incremental borrowing rate for operating leases. 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 ) Significant concentrations of credit risk The Company held cash and cash equivalents of $90,059,000, marketable securities of $71,669,000 and restricted cash of $3,013,000 as of September 30, 2023. 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’s investment policy limits investments to certain types of instruments, such as money market instruments, corporate debt securities and commercial paper, 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. The Company had two customers during the three months ended September 30, 2023 which are Genentech and GSK, and three during the nine months ended, September 30, 2023, which also includes Astellas. There were accounts receivable of $789,000 as of September 30, 2023 and $7,435,000 as of December 31, 2022. The Company has been transacting with Genentech since 2021, Astellas since 2020 and GSK since 2014, during which time no credit losses have been recognized. As of September 30, 2023, no allowance for expected credit losses is recognized on the basis that the possibility of credit losses arising on its receivables as of September 30, 2023 is considered to be remote. Management analyses current and past due accounts and determines if an allowance for credit losses is required based on collection experience, credit worthiness of customers and other relevant information. The process of estimating the uncollectible accounts involves assumptions and judgments and the ultimate amounts of uncollectible accounts receivable could be in excess of the amounts provided. (e) New accounting pronouncements Adopted in the current period 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 Company adopted 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. There was no material impact from the adoption of the guidance on the Company’s Consolidated financial statements. Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08 – Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in and inconsistency related to the following: (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU resolve this inconsistency by requiring that an entity (acquirer) recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, in contrast to current GAAP which requires that assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities, are measured at fair value as of the acquisition date. The Company adopted the guidance in the fiscal year beginning January 1, 2023. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Adoption of the new standard had no impact on the Company’s Consolidated financial statements upon transition. There was also no impact from adopting this standard on the acquisition accounting for TCR 2 (f ) Business combinations The Company determines whether a transaction or other event is a business combination by determining whether the assets acquired and liabilities assumed constitute a business. Business combinations are accounted for by applying the acquisition method as set out by ASC 805 Business combinations For leases acquired in a business combination in which the acquiree is a lessee, the acquirer shall measure the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the acquirer at the acquisition date. The right-of-use asset shall be measured at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. For leases in which the acquired entity is a lessee, the Company has elected not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease term of 12 months or less. Goodwill is measured as the excess of the consideration transferred in the business combination over the net acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If instead the net acquisition date amounts of the identifiable assets acquired and the liabilities assumed exceeds the consideration transferred, a gain on bargain purchase is recognized in the Consolidated Statement of Operations. The consideration transferred in a business combination is measured as the sum of the fair values of the assets transferred by the acquiring entity, the liabilities incurred by the acquiring entity to former owners of the acquired entity, and the equity interests issued by the acquiring entity. The results of operations of businesses acquired by the Company are included in the Company’s Consolidated Statement of Operations as of the respective acquisition date. Where the acquiring entity exchanges its share-based payment awards for awards held by grantees of the acquiree, such exchanges are treated as a modification of share-based payment awards and are referred to as replacement awards. The replacement awards are measured as of the acquisition date and the portion of the fair-value-based measure of the replacement award that is attributable to pre-combination vesting is considered part of the consideration transferred. For awards with service-based vesting conditions only, the amount attributable to pre-combination vesting is the fair-value-based measure of the acquiree award multiplied by the ratio of the employee’s pre-combination service period to the greater of the total service period of the original service period of the acquiree award. Acquisition-related costs, including advisory, legal and other professional fees and administrative fees are expensed as incurred except for the costs of issuing equity securities, which are recognized as a reduction to the amounts recognized in the Statement of Changes in Equity for the respective equity issuance. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Revenue | Note 3 — Revenue The Company had two revenue-generating contracts with customers in the three months ended September 30, 2023 and three in the nine months ended September 30, 2023, compared to three in the three and nine months ended September 30, 2022: a collaboration agreement with Astellas that was terminated as of March 6, 2023, a strategic collaboration and license agreement with Genentech and a termination and transfer agreement with GSK that was effective on April 6, 2023. The original collaboration and license agreement with GSK was terminated in 2022. Revenue comprises the following categories (in thousands): Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Development revenue $ 7,319 $ 7,007 $ 60,050 $ 16,120 $ 7,319 $ 7,007 $ 60,050 $ 16,120 Deferred revenue decreased by $43,613,000 from $184,412,000 at December 31, 2022 to $140,799,000 at September 30, 2023 primarily due to revenue recognized during the quarter. This was partially offset by payments of $9,613,000 and $3,727,000 from GSK in the second and third quarters of 2023, respectively, and a $1,143,000 increase caused by the change in the exchange rate between pound sterling and the U.S. dollar from £1.00 to $1.21 at December 31, 2022 to £1.00 to $1.22 at September 30, 2023. As of December 31, 2022, there was deferred revenue of $184,412,000 of which $59,375,000 was recognized as revenue in the nine months ended September 30, 2023. The aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements as of September 30, 2023 was $305,197,000. The Genentech Collaboration and License Agreement The amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the Genentech agreement as of September 30, 2023 was $268,588,000. Of this amount $164,158,000 is allocated to the research services and rights granted for the initial ‘off-the-shelf’ collaboration targets, $85,435,000 is allocated to the research services and rights granted for the personalized therapies, $12,821,000 is allocated to the material rights to designate the additional ‘off-the-shelf’ collaboration targets, $4,939,000 is allocated to the material right for the first option to extend the research term and $1,235,000 is allocated to the material right for the option to extend the research term a second time. The Company expects to satisfy the performance obligations relating to the initial ‘off-the-shelf’ collaboration targets and the personalized therapies 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 expects to satisfy the performance obligations relating to the material rights to designate additional ‘off-the-shelf’ collaboration targets from the point that the options are exercised and then as development progresses, in line with the initial ‘off-the-shelf’ collaboration targets, or at the point in time that the rights expire. The Company expects to satisfy the performance obligations relating to the material rights to extend the research term from the point that the options are exercised and then over the period of the extension, or at the point in time that the rights expire. The Astellas Collaboration Agreement The Company and Universal Cells mutually agreed to terminate the Astellas Collaboration Agreement as of March 6, 2023 (the “Termination Date”). In connection with the termination, all licenses and sublicenses granted to either party pursuant to the Collaboration Agreement ceased as of the Termination Date. There were no termination penalties in connection with the termination; however the Company is still entitled to receive reimbursement for research and development work performed up to and including a period of 30 days after the Termination Date. The Company originally satisfied the performance obligations relating to the three co-development targets as development progresses and recognized 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 originally 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 were right-to-use licenses. The termination was accounted for as a contract modification on a cumulative catch-up basis. No performance obligations were identified as a result of the modification as there were no further goods or services to be provided by the Company and the modification resulted in the remaining unsatisfied and partially satisfied performance obligations under the collaboration becoming fully satisfied. The aggregate transaction price of the contract modification was $42,365,000 which included the remaining deferred income that had not been recognized as revenue as of the date of the modification and variable consideration from the remaining reimbursement income to be billed under the collaboration at the end of the 30 day period after the Effective Date. The transaction price of the modification was recognized in full in March 2023 and there is no remaining transaction price allocated to performance obligations that are unsatisfied or partially satisfied under, no remaining deferred income relating to, the agreement as of September 30, 2023 and no revenue was recognized in the three months ended September 30, 2023. The GSK Collaboration and License Agreement The GSK Collaboration and License Agreement consisted of multiple performance obligations, including the development of a third target, which was the only performance obligation for which revenue was recognized in 2022. The collaboration was terminated by GSK in October 2022 (effective December 23, 2022). A further amendment to the collaboration agreement was entered into on December 19, 2022 for the deletion of certain provisions relating to GSK’s post termination manufacturing and supply obligations and payment of £5,000,000 by GSK to Adaptimmune. The aggregate transaction price of the contract modification was $6,500,000, which was recognized as revenue on the date of the modification. No revenue was recognized in relation to the GSK Collaboration and License Agreement in 2023. The GSK Termination and Transfer Agreement On April 6, 2023, the Company and GSK entered into a Termination and Transfer Agreement (the “Termination and Transfer Agreement”) regarding the return of rights and materials comprised within the PRAME and NY-ESO cell therapy programs. The parties will work collaboratively to ensure continuity for patients in ongoing lete-cel clinical trials forming part of the NY-ESO cell therapy program. As part of the agreement, sponsorship and responsibility for the ongoing IGNYTE and long-term follow-up (“LTFU”) trials relating to the NY-ESO cell therapy program will transfer to Adaptimmune. In return for this, Adaptimmune received an upfront payment of £7.5 million in June 2023 following the signing of the agreement and a milestone payment if £3 million in September 2023. Further milestone payments totalling £19.5 million will be due in relation to successive stages of transfer of the trials. The Company determined that GSK is a customer and has accounted for the agreement under ASC 606 Revenue from Contracts with Customers The aggregate transaction price at inception of the agreement was $37,335,000 comprising the total £30,000,000 upfront and milestone payments. No value was ascribed to non-cash consideration and there was no variable consideration identified. 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 relative standalone selling price, the Company considered the internal pricing objectives it used in negotiating the contract, together with internal data regarding the expected costs and a standard margin on those costs, for completing the trials. 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 IGNYTE performance obligation as sponsorship of the active trials that make up the IGNYTE trial transfers, based on the number of patients transferring to the Company in each trial. The Company considers that this depicts the progress of the transfer of sponsorship of the IGNYTE trial to the Company, as each individual trial comprising IGNYTE transferred represents the transfer of a portion of the sponsorship for IGNYTE. The Company expects to satisfy the LTFU performance obligation as sponsorship of the trials that make up the LTFU trial transfers, including trials for potential future patients transferring to the LTFU trial from the IGNYTE trial, based on the number of active and potential patients transferring in each trial. The Company considers that this depicts the progress of the transfer of sponsorship of the LTFU trial to the Company, as each individual trial comprising LTFU transferred represents the transfer of a portion of sponsorship for the LTFU trial and the sponsorship of patients transferring from IGNYTE in future is part of the promise to take on the overall LTFU trial. No revenue was recognized for the agreement in the three and nine months ended September 30, 2023. 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, 2023 was $36,609,000, of which $20,501,000 is allocated to the IGNYTE performance obligation and $16,108,000 is allocated to the LTFU performance obligation. |
Loss per share
Loss per share | 9 Months Ended |
Sep. 30, 2023 | |
Loss per share | |
Loss per share | Note 4 — Loss per share The following tables reconcile the numerator and denominator in the basic and diluted loss per share computation (in thousands): Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Numerator for basic and diluted loss per share Net loss attributable to ordinary shareholders $ (45,601) $ (41,421) $ (65,954) $ (136,206) Net loss attributable to ordinary shareholders used for basic and diluted loss per share $ (45,601) $ (41,421) $ (65,954) $ (136,206) Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Denominator for basic loss per share - Weighted average shares outstanding 1,357,849,656 980,791,114 1,153,791,567 961,354,122 The dilutive effect of 200,370,627 and 152,427,845 stock options outstanding as of September 30, 2023 and 2022 respectively have been excluded from the diluted loss per share calculation for the three and nine months ended September 30, 2023 and 2022 because they would have an antidilutive effect on the loss per share for the period. |
Accumulated other comprehensive
Accumulated other comprehensive loss | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated other comprehensive loss. | |
Accumulated other comprehensive loss | Note 5 — Accumulated other comprehensive (loss)/income The Company reports foreign currency translation adjustments and the foreign exchange gain or losses arising on the revaluation of intercompany loans of a long-term investment nature within Other comprehensive (loss) income. Unrealized gains and losses on available-for-sale debt securities are also reported within Other comprehensive (loss) income until a gain or loss is realized, at which point they are reclassified to Other (expense) income, net in the Condensed Consolidated Statement of Operations. The following tables show the changes in Accumulated other comprehensive (loss) income (in thousands): Accumulated Accumulated Total foreign unrealized accumulated currency (losses) gains on other translation available-for-sale comprehensive adjustments debt securities (loss) income Balance at January 1, 2023 $ 55 $ (930) $ (875) Foreign currency translation adjustments (16,908) — (16,908) Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 15,526 — 15,526 Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 472 472 Balance at March 31, 2023 $ (1,327) $ (458) $ (1,785) Foreign currency translation adjustments (12,281) — (12,281) Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 10,589 — 10,589 Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 385 385 Balance at June 30, 2023 $ (3,019) $ (73) $ (3,092) Foreign currency translation adjustments 24,359 — 24,359 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (21,321) — (21,321) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 69 69 Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 — 87 87 Balance at September 30, 2023 $ 19 $ 83 $ 102 Accumulated Accumulated Total foreign unrealized accumulated currency (losses) on other translation available-for-sale comprehensive adjustments debt securities (loss) income Balance at January 1, 2022 $ (10,785) $ (357) (11,142) Foreign currency translation adjustments 16,792 — 16,792 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (13,808) — (13,808) Unrealized holding losses on available-for-sale debt securities, net of tax of $0 — (1,155) (1,155) Balance at March 31, 2022 $ (7,801) $ (1,512) $ (9,313) Foreign currency translation adjustments 47,694 — 47,694 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (39,108) — (39,108) Unrealized holding losses on available-for-sale debt securities, net of tax of $0 — (316) (316) Balance at June 30, 2022 $ 785 $ (1,828) $ (1,043) Foreign currency translation adjustments 58,011 — 58,011 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (50,489) — (50,489) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 204 204 Balance at September 30, 2022 $ 8,307 $ (1,624) $ 6,683 |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair value measurements | |
Fair value measurements | Note 6 — 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, 2023 are as follows (in thousands): Fair value measurements using September 30, Level 1 Level 2 Level 3 2023 Assets classified as cash equivalents: U.S. Treasury securities $ 7,979 $ — $ 7,979 $ — Assets classified as available-for-sale debt securities: Agency bonds $ 2,981 — 2,981 — Corporate debt securities $ 8,817 $ 8,817 $ — $ — U.S. Treasury securities $ 59,871 — $ 59,871 — $ 71,669 $ 8,817 $ 62,852 $ — 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, 2023 | |
Marketable securities - available-for-sale debt securities | |
Marketable securities - available-for-sale debt securities | Note 7 — Marketable securities – available-for-sale debt securities As of September 30, 2023, 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 Cash equivalents: U.S. Treasury securities Less than 3 months 7,978 1 — 7,979 $ 7,978 $ 1 $ — $ 7,979 Available-for-sale debt securities: Corporate debt securities Less than 3 months $ 8,824 $ — $ (7) $ 8,817 U.S. Treasury securities Less than 3 months 59,780 94 (3) 59,871 Agency bonds Less than 3 months 2,984 — (3) 2,981 $ 71,588 $ 94 $ (13) $ 71,669 The aggregate fair value (in thousands) and number of securities held by the Company (including those classified as cash equivalents) in an unrealized loss position as of September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 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 in a continuous loss position for 12 months or longer: Corporate debt securities $ 2,377 1 $ (6) $ 74,481 16 $ (679) Agency bond — — — 4,854 1 (154) Marketable securities in a continuous loss position for less than 12 months: Corporate debt securities $ 6,440 2 $ (1) $ 11,283 2 $ (97) U.S. Treasury securities 14,894 5 (3) — — — Agency bond 2,981 1 (3) — — — $ 26,692 9 $ (13) $ 90,618 19 $ (930) As of September 30, 2023, no allowance for expected credit losses has been recognized in relation to securities in an unrealized loss position. This is because the impairments are not severe, do not represent a significant proportion of the total fair market value of the investments and all securities have an investment-grade credit rating. Furthermore, the Company does not intend to sell the debt securities in an unrealized loss position, believes that it has the ability to hold the debt securities to maturity, and it is currently unlikely that the Company will be required to sell these securities before the recovery of the amortized cost. |
Other current assets
Other current assets | 9 Months Ended |
Sep. 30, 2023 | |
Other current assets | |
Other current assets | Note 8 — Other current assets Other current assets consisted of the following (in thousands): September 30, December 31, 2023 2022 Research and development credits receivable $ 40,533 $ 30,162 Prepayments 11,973 9,472 Clinical materials 1,290 1,279 VAT receivable 1,372 490 Other current assets 1,683 1,927 $ 56,851 $ 43,330 |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Operating leases | |
Operating leases | Note 9 — Operating leases The Company has operating leases in relation to property for office, manufacturing and research facilities . The following table shows the lease costs for the nine months ended September 30, 2023 and 2022 and the weighted-average remaining lease term and the weighted-average discount rate as at September 30, 2023 and 2022: Nine months ended September 30, 2023 2022 Lease cost: Operating lease cost $ 4,168 $ 3,327 Short-term lease cost 643 253 $ 4,811 $ 3,580 September 30, 2023 2022 Weighted-average remaining lease term - operating leases 5.6 years 7.0 years Weighted-average discount rate - operating leases 8.5% 6.8% The maturities of operating lease liabilities as of September 30, 2023 are as follows (in thousands): Operating leases 2023 $ 1,725 2024 6,826 2025 5,438 2026 4,255 2027 5,488 after 2027 7,385 Total lease payments 31,117 Less: Imputed interest (5,516) Present value of lease liability $ 25,601 The Company has operating leases in relation to property for office, manufacturing and research facilities. On June 1, 2023, as part of the acquisition of TCR 2 2 The third lease had a remaining lease term of less than 12 months as of June 1, 2023, and the Company elected not to recognize a lease liability or right-of-use asset as of June 1, 2023. The rent associated with this lease will be recognized on a straight-line basis over the remainder of the lease term. The maximum lease term without activation of termination options is to 2041. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 10 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2023 2022 Accrued clinical and development expenditure $ 13,208 $ 16,749 Accrued employee expenses 11,047 8,232 Other accrued expenditure 2,504 4,079 Other 72 2,155 $ 26,831 $ 31,215 |
Contingencies and commitments
Contingencies and commitments | 9 Months Ended |
Sep. 30, 2023 | |
Contingencies and commitments | |
Contingencies and commitments | Note 11 — Contingencies and commitments 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 $2,500,000 to Universal Cells in November 2015, a milestone payment of $3,000,000 in February 2016 and further milestone payments of $200,000 and $900,000 were made in the years ended December 31, 2018 and 2017, respectively. The agreement was amended and re-stated as of January 13, 2020, primarily to reflect changes to the development plan agreed between the parties. The agreement was further amended as of July 22, 2022, primarily to make certain changes to development milestones and to agree on the status thereof, as agreed between the parties. Following the amendment, milestone payments of $500,000, $600,000 and $400,000 were made in the year ended December 31, 2022. No remaining milestones have been accrued as of September 30, 2023. The upfront license and start-up fee and milestone payments were expensed to Research and development when incurred. This Agreement was terminated by notice on January 27, 2023, effective 30 days following receipt of notice of termination. As a result of termination, all licenses between the parties to the Agreement will cease and each party is required to return all confidential information of the other party. Astellas Collaboration Agreement Under the Astellas Collaboration Agreement, described further in Note 3, if Adaptimmune had unilaterally developed a product with technology contributed by Astellas, Astellas could have been eligible to receive milestones and royalties relating to future commercialization and sales. As a result of the termination of the collaboration, Astellas no longer has the right to receive these milestones or royalties in future. 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 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 $2,326,000, $3,549,000, $454,000 and $2,326,000 in the years ended December 31, 2018, 2020, 2021, and 2022, respectively. 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. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-based compensation | |
Share-based compensation | Note 12 — 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, 2023 2022 2023 2022 Research and development $ 789 $ 447 $ 2,190 $ 5,003 General and administrative 2,394 3,216 6,506 9,291 $ 3,183 $ 3,663 $ 8,696 $ 14,294 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, 2023 2022 2023 2022 Number of options over ordinary shares granted 7,082,892 5,996,581 59,070,294 30,608,533 Weighted average fair value of ordinary shares options $ 0.12 $ 0.21 $ 0.12 $ 0.37 Number of additional options with a nominal exercise price granted 465,960 1,866,216 26,480,652 22,916,376 Weighted average fair value of options with a nominal exercise price $ 0.15 $ 0.28 $ 0.27 $ 0.53 The information above includes the impact of 29,639,418 options over ordinary shares and 5,501,196 options with a nominal exercise price granted on June 1, 2023, as replacement awards as part of the acquisition of TCR 2 |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' equity | |
Stockholders' equity | Note 13 — Stockholders’ equity On August 10, 2020 the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) (the “Sales Agreement”) under which we may from time to time issue and sell American Depositary Shares (“ADSs”) representing our ordinary shares through Cowen in at-the-market (“ATM”) offerings for an aggregate offering price of up to $200 million. As of September 30, 2023, $197,360,000 remained available for sale under the Sales Agreement. On April 8, 2022 the Company entered into a new sales agreement with Cowen (the “2022 Sales Agreement”) under which we may from time to time issue and sell ADSs representing our ordinary shares through Cowen in ATM offerings for an aggregate offering price of up to $200 million. In the nine months ended 30 September, 2023 the Company sold 642,416 ADSs under the agreement representing 3,854,496 ordinary shares resulting in net proceeds to the Company of $596,716 after deducting commissions payable under the 2022 Sales Agreement and estimated issuance costs. As of September 30, 2023, approximately $186,067,867 remained available for sale under the 2022 Sales Agreement. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring | |
Restructuring | Note 14 – Restructuring 2022-23 Restructuring programme On November 8, 2022, the Company announced that in order to extend the Company’s cash runway, it was re-focusing the business on core programs and deprioritizing non-core programs and undertaking a restructuring of the Company including a headcount reduction to be completed in the first quarter of 2023. The redundancy process was completed in the first quarter of 2023 with a reduction of approximately 25% of global headcount. The redundancy packages to be paid to departing staff comprise a combination of contractual termination benefits, relating to payments that arise from terms of employment contracts and statutory redundancy pay, and one-time employee termination benefits that were provided or enhanced specifically for this redundancy process. Due to the structure of the redundancy scheme and the different employment regulations affecting the Company’s U.K. and U.S. employees, some of the expense associated with the one-time employee termination benefits were recognized over the remaining period of employee service to be rendered. Contractual termination benefits and other one-time employee termination benefits were expensed and recognized in the year ended December 31, 2022. All expenses have been recognized in General and administrative expenses in the Statement of Operations. The amounts incurred in relation to the redundancy programme are as follows: One-time Contractual employee Total termination termination restructuring benefits benefits costs Cumulative amount incurred to December 31, 2022 $ 1,171 $ 1,114 $ 2,285 Amount incurred in the three months ended March 31, 2023 and nine months ended September 30, 2023 778 925 1,703 Total amount and cumulative amount incurred to September 30, 2023 $ 1,949 $ 2,039 $ 3,988 The table below is a summary of the changes in the restructuring provision in the Consolidated Balance Sheet in the nine months ended September 30, 2023: One-time Contractual employee Total termination termination restructuring benefits benefits provision Provision at January 1, 2023 $ 1,171 $ 1,114 $ 2,285 Costs incurred and charged to General and administrative expenses 670 947 1,617 Costs paid during the period (1,955) (1,953) (3,908) Adjustments to the liability 108 (22) 86 Effect of foreign exchange rates 6 2 8 Provision at March 31, 2023 $ — $ 88 $ 88 Costs paid during the period — (88) (88) Provision at June 30, 2023 and September 30, 2023 $ — $ — $ — The costs incurred during the period includes the element of one-time employee termination benefits that was recognized over the remaining period of employee service. The costs incurred during the nine months to 30 September 2023 also include an addition to the provision for costs incurred relating to termination benefits paid to the former Chief Commercial Officer, who left employment with the Company in the first quarter of 2023. No impairment losses were recognized as a result of the restructuring. TCR 2 post-acquisition senior leadership severance 2 2 The amounts incurred in relation to these redundancies in the nine months to September 30, 2023, are as follows: Three and nine months ending September 30, 2023 Severance and other cash payments $ 5,655 Accelerated vesting of share-based compensation awards 835 Amount incurred to June 30, 2023 $ 6,490 Accelerated vesting of share-based compensation awards 197 Total and cumulative amount incurred to September 30, 2023 $ 6,687 The expense associated with the accelerated vesting of share-based compensation awards recognized in Research and development and General and administrative expenses in the Consolidated Statement of Operations was $0.2 million and $0.8 million, respectively. The table below is a summary of the changes in the liability in the Consolidated Balance Sheet in the three and nine months ended September 30, 2023: Liability Liability at June 1, 2023 $ 805 Costs incurred and charged to Research and development expenses 1,267 Costs incurred and charged to General and administrative expenses 4,388 Costs paid during the period (4,823) Liability at June 30, 2023 $ 1,637 Costs paid during the period (752) Liability at September 30, 2023 $ 885 The amounts included in the liabilities at June 1, and September 30, 2023 and the cash paid during the period, include amounts relating to accrued payments to these employees for services provided prior to the acquisition of TCR 2 |
Business combinations
Business combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business combinations | |
Business combinations | Note 15 – Business combinations On March 6, 2023 the Company announced entry into a definitive agreement under which it would combine with TCR 2 2 2 The transaction was approved by the Company’s shareholders and TCR 2 2 2 2 2 2 The Company was identified as the acquirer, with TCR 2 The consideration transferred for TCR 2 2 2 Consideration transferred: Fair value of 357,429,306 ordinary shares issued $ 60,763 Fair value of replacement options and RSU-style options granted attributable to pre-combination service: 963 Purchase consideration $ 61,726 Identifiable assets acquired and liabilities assumed: Assets acquired Cash and cash equivalents $ 43,610 Restricted cash 1,654 Marketable securities - available-for-sale debt securities 39,532 Other current assets and prepaid expenses 6,029 Property, plant and equipment 2,712 Operating lease right-of-use assets 5,145 Intangible assets 58 Total assets acquired $ 98,740 Liabilities assumed Accounts payable (6,210) Accrued expenses and other current liabilities (4,537) Operating lease liabilities, current (1,974) Operating lease liabilities, non-current (2,244) Total liabilities assumed $ (14,965) Net assets acquired and liabilities assumed $ 83,775 The fair value of the 357,429,306 ordinary shares issued to TCR 2 The number and fair value of replacement awards of the Company granted to TCR 2 The assets acquired and liabilities assumed were measured based on management’s estimates of the fair value as of the acquisition date, excluding leases. The lease contracts acquired by the Company relate to the rental of office and manufacturing spaces in which TCR 2 2 The table below summarises the calculation for the gain on bargain purchase, recognized in the Gain on bargain purchase line in the Consolidated Statement of Operations: Gain on bargain purchase Purchase consideration $ (61,726) Net assets acquired and liabilities assumed 83,775 Gain on bargain purchase $ 22,049 The transaction resulted in a gain on bargain purchase as the purchase consideration included in the agreement on March 6, 2023 comprising Company ADSs was based on a fixed ratio of 1.5117 of the Company’s ADSs to be issued for each TCR 2 2 Nine months ended Nine months ended September 30, 2023 September 30, 2022 Revenue $ 60,050 $ 16,120 Net loss (129,684) (214,680) The supplemental pro forma earnings for the nine months ended September 30, 2023 were adjusted to exclude the $22.0 million Gain on bargain purchase, the $7.3 million of acquisition-related costs recognized by the Company, as detailed below, and the $9.0 million of acquisition-related costs incurred by TCR 2 2 TCR 2 The Company incurred the following acquisition-related costs that were recognized as an expense in the nine months ended September 30, 2023: Legal, professional and accounting fees $ 5,174 Bankers' fees 2,172 Total acquisition-related costs $ 7,346 All acquisition-related costs that were recognized as an expense were recognized in General and administrative expenses in the Consolidated Statement of Operations. No issuance costs were incurred relating to the issuance of shares to TCR 2 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent events | |
Subsequent events | Note 16 – Subsequent events None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 March 6, 2023 (the “Annual Report”). The balance sheet as of December 31, 2022 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 made in various areas, including in relation to valuation allowances relating to deferred tax assets, revenue recognition, the fair value of assets acquired, liabilities assumed and consideration transferred in business combinations, and estimation of the incremental borrowing rate for operating leases. 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. |
Significant concentrations of credit risk | (d ) Significant concentrations of credit risk The Company held cash and cash equivalents of $90,059,000, marketable securities of $71,669,000 and restricted cash of $3,013,000 as of September 30, 2023. 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’s investment policy limits investments to certain types of instruments, such as money market instruments, corporate debt securities and commercial paper, 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. The Company had two customers during the three months ended September 30, 2023 which are Genentech and GSK, and three during the nine months ended, September 30, 2023, which also includes Astellas. There were accounts receivable of $789,000 as of September 30, 2023 and $7,435,000 as of December 31, 2022. The Company has been transacting with Genentech since 2021, Astellas since 2020 and GSK since 2014, during which time no credit losses have been recognized. As of September 30, 2023, no allowance for expected credit losses is recognized on the basis that the possibility of credit losses arising on its receivables as of September 30, 2023 is considered to be remote. Management analyses current and past due accounts and determines if an allowance for credit losses is required based on collection experience, credit worthiness of customers and other relevant information. The process of estimating the uncollectible accounts involves assumptions and judgments and the ultimate amounts of uncollectible accounts receivable could be in excess of the amounts provided. |
New accounting pronouncements | (e) New accounting pronouncements Adopted in the current period 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 Company adopted 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. There was no material impact from the adoption of the guidance on the Company’s Consolidated financial statements. Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08 – Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in and inconsistency related to the following: (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU resolve this inconsistency by requiring that an entity (acquirer) recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, in contrast to current GAAP which requires that assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities, are measured at fair value as of the acquisition date. The Company adopted the guidance in the fiscal year beginning January 1, 2023. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Adoption of the new standard had no impact on the Company’s Consolidated financial statements upon transition. There was also no impact from adopting this standard on the acquisition accounting for TCR 2 |
Business combinations | (f ) Business combinations The Company determines whether a transaction or other event is a business combination by determining whether the assets acquired and liabilities assumed constitute a business. Business combinations are accounted for by applying the acquisition method as set out by ASC 805 Business combinations For leases acquired in a business combination in which the acquiree is a lessee, the acquirer shall measure the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the acquirer at the acquisition date. The right-of-use asset shall be measured at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. For leases in which the acquired entity is a lessee, the Company has elected not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease term of 12 months or less. Goodwill is measured as the excess of the consideration transferred in the business combination over the net acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If instead the net acquisition date amounts of the identifiable assets acquired and the liabilities assumed exceeds the consideration transferred, a gain on bargain purchase is recognized in the Consolidated Statement of Operations. The consideration transferred in a business combination is measured as the sum of the fair values of the assets transferred by the acquiring entity, the liabilities incurred by the acquiring entity to former owners of the acquired entity, and the equity interests issued by the acquiring entity. The results of operations of businesses acquired by the Company are included in the Company’s Consolidated Statement of Operations as of the respective acquisition date. Where the acquiring entity exchanges its share-based payment awards for awards held by grantees of the acquiree, such exchanges are treated as a modification of share-based payment awards and are referred to as replacement awards. The replacement awards are measured as of the acquisition date and the portion of the fair-value-based measure of the replacement award that is attributable to pre-combination vesting is considered part of the consideration transferred. For awards with service-based vesting conditions only, the amount attributable to pre-combination vesting is the fair-value-based measure of the acquiree award multiplied by the ratio of the employee’s pre-combination service period to the greater of the total service period of the original service period of the acquiree award. Acquisition-related costs, including advisory, legal and other professional fees and administrative fees are expensed as incurred except for the costs of issuing equity securities, which are recognized as a reduction to the amounts recognized in the Statement of Changes in Equity for the respective equity issuance. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue | |
Summary of revenue categories | Revenue comprises the following categories (in thousands): Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Development revenue $ 7,319 $ 7,007 $ 60,050 $ 16,120 $ 7,319 $ 7,007 $ 60,050 $ 16,120 |
Loss per share (Tables)
Loss per share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loss per share | |
Schedule of numerator and denominator in the basic and diluted loss per share computation | The following tables reconcile the numerator and denominator in the basic and diluted loss per share computation (in thousands): Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Numerator for basic and diluted loss per share Net loss attributable to ordinary shareholders $ (45,601) $ (41,421) $ (65,954) $ (136,206) Net loss attributable to ordinary shareholders used for basic and diluted loss per share $ (45,601) $ (41,421) $ (65,954) $ (136,206) Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Denominator for basic loss per share - Weighted average shares outstanding 1,357,849,656 980,791,114 1,153,791,567 961,354,122 |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accumulated other comprehensive loss. | |
Schedule of changes in Accumulated other comprehensive (loss) income | The following tables show the changes in Accumulated other comprehensive (loss) income (in thousands): Accumulated Accumulated Total foreign unrealized accumulated currency (losses) gains on other translation available-for-sale comprehensive adjustments debt securities (loss) income Balance at January 1, 2023 $ 55 $ (930) $ (875) Foreign currency translation adjustments (16,908) — (16,908) Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 15,526 — 15,526 Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 472 472 Balance at March 31, 2023 $ (1,327) $ (458) $ (1,785) Foreign currency translation adjustments (12,281) — (12,281) Foreign currency gains on intercompany loan of a long-term investment nature, net of tax of $0 10,589 — 10,589 Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 385 385 Balance at June 30, 2023 $ (3,019) $ (73) $ (3,092) Foreign currency translation adjustments 24,359 — 24,359 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (21,321) — (21,321) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 69 69 Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 — 87 87 Balance at September 30, 2023 $ 19 $ 83 $ 102 Accumulated Accumulated Total foreign unrealized accumulated currency (losses) on other translation available-for-sale comprehensive adjustments debt securities (loss) income Balance at January 1, 2022 $ (10,785) $ (357) (11,142) Foreign currency translation adjustments 16,792 — 16,792 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (13,808) — (13,808) Unrealized holding losses on available-for-sale debt securities, net of tax of $0 — (1,155) (1,155) Balance at March 31, 2022 $ (7,801) $ (1,512) $ (9,313) Foreign currency translation adjustments 47,694 — 47,694 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (39,108) — (39,108) Unrealized holding losses on available-for-sale debt securities, net of tax of $0 — (316) (316) Balance at June 30, 2022 $ 785 $ (1,828) $ (1,043) Foreign currency translation adjustments 58,011 — 58,011 Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 (50,489) — (50,489) Unrealized holding gains on available-for-sale debt securities, net of tax of $0 — 204 204 Balance at September 30, 2022 $ 8,307 $ (1,624) $ 6,683 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 are as follows (in thousands): Fair value measurements using September 30, Level 1 Level 2 Level 3 2023 Assets classified as cash equivalents: U.S. Treasury securities $ 7,979 $ — $ 7,979 $ — Assets classified as available-for-sale debt securities: Agency bonds $ 2,981 — 2,981 — Corporate debt securities $ 8,817 $ 8,817 $ — $ — U.S. Treasury securities $ 59,871 — $ 59,871 — $ 71,669 $ 8,817 $ 62,852 $ — |
Marketable securities - avail_2
Marketable securities - available-for-sale debt securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Marketable securities - available-for-sale debt securities | |
Schedule of marketable securities | As of September 30, 2023, 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 Cash equivalents: U.S. Treasury securities Less than 3 months 7,978 1 — 7,979 $ 7,978 $ 1 $ — $ 7,979 Available-for-sale debt securities: Corporate debt securities Less than 3 months $ 8,824 $ — $ (7) $ 8,817 U.S. Treasury securities Less than 3 months 59,780 94 (3) 59,871 Agency bonds Less than 3 months 2,984 — (3) 2,981 $ 71,588 $ 94 $ (13) $ 71,669 |
Schedule of aggregate fair value and number of securities held by the Company in an unrealized loss position | The aggregate fair value (in thousands) and number of securities held by the Company (including those classified as cash equivalents) in an unrealized loss position as of September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 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 in a continuous loss position for 12 months or longer: Corporate debt securities $ 2,377 1 $ (6) $ 74,481 16 $ (679) Agency bond — — — 4,854 1 (154) Marketable securities in a continuous loss position for less than 12 months: Corporate debt securities $ 6,440 2 $ (1) $ 11,283 2 $ (97) U.S. Treasury securities 14,894 5 (3) — — — Agency bond 2,981 1 (3) — — — $ 26,692 9 $ (13) $ 90,618 19 $ (930) |
Other current assets (Tables)
Other current assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other current assets | |
Summary of other current assets | Other current assets consisted of the following (in thousands): September 30, December 31, 2023 2022 Research and development credits receivable $ 40,533 $ 30,162 Prepayments 11,973 9,472 Clinical materials 1,290 1,279 VAT receivable 1,372 490 Other current assets 1,683 1,927 $ 56,851 $ 43,330 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating leases | |
Schedule of weighted-average remaining lease term and the weighted-average discount rate | Nine months ended September 30, 2023 2022 Lease cost: Operating lease cost $ 4,168 $ 3,327 Short-term lease cost 643 253 $ 4,811 $ 3,580 September 30, 2023 2022 Weighted-average remaining lease term - operating leases 5.6 years 7.0 years Weighted-average discount rate - operating leases 8.5% 6.8% |
Schedule of maturities of operating lease liabilities | The maturities of operating lease liabilities as of September 30, 2023 are as follows (in thousands): Operating leases 2023 $ 1,725 2024 6,826 2025 5,438 2026 4,255 2027 5,488 after 2027 7,385 Total lease payments 31,117 Less: Imputed interest (5,516) Present value of lease liability $ 25,601 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 2022 Accrued clinical and development expenditure $ 13,208 $ 16,749 Accrued employee expenses 11,047 8,232 Other accrued expenditure 2,504 4,079 Other 72 2,155 $ 26,831 $ 31,215 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-based compensation | |
Summary of share-based compensation expense included in the 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, 2023 2022 2023 2022 Research and development $ 789 $ 447 $ 2,190 $ 5,003 General and administrative 2,394 3,216 6,506 9,291 $ 3,183 $ 3,663 $ 8,696 $ 14,294 |
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, 2023 2022 2023 2022 Number of options over ordinary shares granted 7,082,892 5,996,581 59,070,294 30,608,533 Weighted average fair value of ordinary shares options $ 0.12 $ 0.21 $ 0.12 $ 0.37 Number of additional options with a nominal exercise price granted 465,960 1,866,216 26,480,652 22,916,376 Weighted average fair value of options with a nominal exercise price $ 0.15 $ 0.28 $ 0.27 $ 0.53 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring | |
Schedule of amounts incurred in relation to the redundancy programme | The amounts incurred in relation to the redundancy programme are as follows: One-time Contractual employee Total termination termination restructuring benefits benefits costs Cumulative amount incurred to December 31, 2022 $ 1,171 $ 1,114 $ 2,285 Amount incurred in the three months ended March 31, 2023 and nine months ended September 30, 2023 778 925 1,703 Total amount and cumulative amount incurred to September 30, 2023 $ 1,949 $ 2,039 $ 3,988 |
Schedule of changes in the restructuring provision | The table below is a summary of the changes in the restructuring provision in the Consolidated Balance Sheet in the nine months ended September 30, 2023: One-time Contractual employee Total termination termination restructuring benefits benefits provision Provision at January 1, 2023 $ 1,171 $ 1,114 $ 2,285 Costs incurred and charged to General and administrative expenses 670 947 1,617 Costs paid during the period (1,955) (1,953) (3,908) Adjustments to the liability 108 (22) 86 Effect of foreign exchange rates 6 2 8 Provision at March 31, 2023 $ — $ 88 $ 88 Costs paid during the period — (88) (88) Provision at June 30, 2023 and September 30, 2023 $ — $ — $ — |
Schedule of amounts incurred in relation to redundancies | The amounts incurred in relation to these redundancies in the nine months to September 30, 2023, are as follows: Three and nine months ending September 30, 2023 Severance and other cash payments $ 5,655 Accelerated vesting of share-based compensation awards 835 Amount incurred to June 30, 2023 $ 6,490 Accelerated vesting of share-based compensation awards 197 Total and cumulative amount incurred to September 30, 2023 $ 6,687 |
Summary of changes in the liability in the Consolidated Balance Sheet | Liability Liability at June 1, 2023 $ 805 Costs incurred and charged to Research and development expenses 1,267 Costs incurred and charged to General and administrative expenses 4,388 Costs paid during the period (4,823) Liability at June 30, 2023 $ 1,637 Costs paid during the period (752) Liability at September 30, 2023 $ 885 |
Business combinations (Tables)
Business combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business combinations | |
Summary of the consideration transferred and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date | Consideration transferred: Fair value of 357,429,306 ordinary shares issued $ 60,763 Fair value of replacement options and RSU-style options granted attributable to pre-combination service: 963 Purchase consideration $ 61,726 Identifiable assets acquired and liabilities assumed: Assets acquired Cash and cash equivalents $ 43,610 Restricted cash 1,654 Marketable securities - available-for-sale debt securities 39,532 Other current assets and prepaid expenses 6,029 Property, plant and equipment 2,712 Operating lease right-of-use assets 5,145 Intangible assets 58 Total assets acquired $ 98,740 Liabilities assumed Accounts payable (6,210) Accrued expenses and other current liabilities (4,537) Operating lease liabilities, current (1,974) Operating lease liabilities, non-current (2,244) Total liabilities assumed $ (14,965) Net assets acquired and liabilities assumed $ 83,775 |
Schedule of calculation for the gain on bargain purchase | Gain on bargain purchase Purchase consideration $ (61,726) Net assets acquired and liabilities assumed 83,775 Gain on bargain purchase $ 22,049 |
Schedule of amount of revenue and earnings of the combined entity | Nine months ended Nine months ended September 30, 2023 September 30, 2022 Revenue $ 60,050 $ 16,120 Net loss (129,684) (214,680) |
Schedule of acquisition-related costs that were recognized as an expense | The Company incurred the following acquisition-related costs that were recognized as an expense in the nine months ended September 30, 2023: Legal, professional and accounting fees $ 5,174 Bankers' fees 2,172 Total acquisition-related costs $ 7,346 |
General (Details)
General (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
General | ||
Accumulated deficit | $ 975,256 | $ 909,302 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Cash, cash equivalents and restricted cash (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Cash and cash equivalents | $ 90,059,000 | $ 108,033,000 |
Marketable securities - available-for-sale debt securities | 71,669,000 | $ 96,572,000 |
Restricted cash | $ 3,013,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Accounts receivable (Details) | Sep. 30, 2023 USD ($) customer | Dec. 31, 2022 USD ($) |
Accounts receivable | ||
Allowance for doubtful accounts | $ 0 | |
Accounts receivable | 789,000 | $ 7,435,000 |
Customer Concentration Risk | ||
Accounts receivable | ||
Accounts receivable | $ 789,000 | $ 7,435,000 |
Customer Concentration Risk | Astellas, Genentech and GSK Customers | ||
Accounts receivable | ||
Number of customers | customer | 3 | |
Customer Concentration Risk | Genentech and GSK Customers | ||
Accounts receivable | ||
Number of customers | customer | 2 |
Revenue - Revenue from contract
Revenue - Revenue from contracts with customers (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 USD ($) contract | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) contract | Sep. 30, 2023 USD ($) contract | Sep. 30, 2022 USD ($) contract | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Revenue | |||||||
Revenue | $ 7,319,000 | $ 7,007,000 | $ 60,050,000 | $ 16,120,000 | |||
Number of contracts with customers | contract | 2 | 3 | 3 | 3 | |||
Deferred revenue decrease | $ 43,613,000 | ||||||
Deferred revenue | $ 140,799,000 | $ 184,412,000 | |||||
Upfront payment by GSK for Termination and Transfer Agreement | $ 9,613,000 | ||||||
Amount of increase in deferred income caused by the change in the exchange rate | $ 1,143,000 | ||||||
Exchange rate | 1.22 | 1.22 | 1.21 | ||||
Milestone payments received | $ 3,727,000 | ||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 305,197,000 | $ 305,197,000 | |||||
Revenue recognized in the period | 59,375,000 | ||||||
Development revenue | |||||||
Revenue | |||||||
Revenue | $ 7,319,000 | $ 7,007,000 | $ 60,050,000 | $ 16,120,000 |
Revenue - Collaboration Agreeme
Revenue - Collaboration Agreement - The Genentech Collaboration and License Agreement (Details) | Sep. 30, 2023 USD ($) |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 305,197,000 |
Strategic Collaboration and License Agreement | |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 268,588,000 |
Strategic Collaboration and License Agreement | Research Service Rights Granted for Initial Off the Shelf Collaboration Targets | |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 164,158,000 |
Strategic Collaboration and License Agreement | Research Service Rights Granted for Personalized Therapies | |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 85,435,000 |
Strategic Collaboration and License Agreement | Material Right to Designate the Additional Off the Shelf Collaboration Target | |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 12,821,000 |
Strategic Collaboration and License Agreement | Material Right for First Option Extend the Research Term | |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 4,939,000 |
Strategic Collaboration and License Agreement | Material Right for Second Option Extend the Research Term | |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 1,235,000 |
Revenue - Collaboration Agree_2
Revenue - Collaboration Agreement - The Astellas Collaboration Agreement (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) item | |
Revenue | |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 305,197,000 |
Astellas Collaboration Agreement. | |
Revenue | |
Number Of Co Development Target | item | 3 |
Number of independent targets | item | 2 |
Aggregate transaction price of the contract modification | $ 42,365,000 |
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 0 |
Revenue - Collaboration Agree_3
Revenue - Collaboration Agreement - The GSK Collaboration and License Agreement (Details) | Sep. 30, 2023 USD ($) | Dec. 19, 2022 USD ($) | Dec. 19, 2022 GBP (£) |
Revenue | |||
Amount of remaining deferred income under the collaboration that had not been recognized as revenue | $ 305,197,000 | ||
GSK Collaboration And License Agreement | |||
Revenue | |||
Aggregate transaction price of the contract modification | $ 6,500,000 | ||
Amount of remaining deferred income under the collaboration that had not been recognized as revenue | $ 0 | ||
Payment by GSK due to termination of collaboration | £ | £ 5,000,000 |
Revenue - Collaboration Agree_4
Revenue - Collaboration Agreement - The GSK Termination and Transfer Agreement (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 GBP (£) | Jun. 30, 2023 GBP (£) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 GBP (£) | Apr. 06, 2023 USD ($) | Apr. 06, 2023 GBP (£) | |
Revenue | |||||||
Revenue recognized in the period | $ 59,375,000 | ||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 305,197,000 | 305,197,000 | |||||
GSK Termination and Transfer Agreement | |||||||
Revenue | |||||||
Upfront payment received | £ | £ 7,500,000 | ||||||
Milestone payment | £ | £ 3,000,000 | ||||||
Potential milestone payments to be received | £ | £ 19,500,000 | ||||||
Amount of transaction price of the agreement at inception | $ 37,335,000 | ||||||
Upfront and milestone payment receivable | £ | £ 30,000,000 | ||||||
Revenue recognized in the period | 0 | 0 | |||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 36,609,000 | 36,609,000 | |||||
IGNYTE | |||||||
Revenue | |||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | 20,501,000 | 20,501,000 | |||||
LTFU | |||||||
Revenue | |||||||
Aggregate amount of the transaction price that is allocated to performance obligations that are unsatisfied or partially satisfied under the agreements | $ 16,108,000 | $ 16,108,000 |
Loss per share - Basic and dilu
Loss per share - Basic and diluted loss per share (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator for basic and diluted loss per share | ||||||||
Net Income (Loss) | $ (45,601) | $ (21,389) | $ 1,036 | $ (41,421) | $ (44,520) | $ (50,265) | $ (65,954) | $ (136,206) |
Net loss attributable to ordinary shareholders used for basic profit/(loss) per share | (45,601) | (41,421) | (65,954) | (136,206) | ||||
Net loss attributable to ordinary shareholders used for diluted loss per share | $ (45,601) | $ (41,421) | $ (65,954) | $ (136,206) | ||||
Denominator for basic and diluted profit/(loss) per share | ||||||||
Denominator for basic loss per share - Weighted average shares outstanding | 1,357,849,656 | 980,791,114 | 1,153,791,567 | 961,354,122 | ||||
Denominator for diluted loss per share | 1,357,849,656 | 980,791,114 | 1,153,791,567 | 961,354,122 |
Loss per share - Antidilutive s
Loss per share - Antidilutive shares (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share options | ||
Antidilutive securities | ||
Potentially dilutive equity instruments excluded from the diluted loss per share (in shares) | 200,370,627 | 152,427,845 |
Accumulated other comprehensi_3
Accumulated other comprehensive loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated other comprehensive loss | ||||||||
Balance beginning of period | $ (875,000) | $ (875,000) | ||||||
Foreign currency translation adjustments | $ 24,359,000 | $ 58,011,000 | (4,830,000) | $ 122,496,000 | ||||
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 | (21,321,000) | (50,489,000) | 4,794,000 | (103,404,000) | ||||
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 | 69,000 | 204,000 | 926,000 | (1,267,000) | ||||
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 | (87,000) | (87,000) | ||||||
Balance end of period | 102,000 | 102,000 | ||||||
Accumulated other comprehensive loss (paranthetical) | ||||||||
Foreign currency gain on intercompany loan of a long-term investment nature, tax | 0 | $ 0 | 0 | 0 | $ 0 | $ 0 | 0 | 0 |
Unrealized holding gains on available-for-sale debt securities, tax | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, tax | 0 | 0 | ||||||
Accumulated foreign currency translation adjustments | ||||||||
Accumulated other comprehensive loss | ||||||||
Balance beginning of period | (3,019,000) | (1,327,000) | 55,000 | 785,000 | (7,801,000) | (10,785,000) | 55,000 | (10,785,000) |
Foreign currency translation adjustments | 24,359,000 | (12,281,000) | (16,908,000) | 58,011,000 | 47,694,000 | 16,792,000 | ||
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 | (21,321,000) | 10,589,000 | 15,526,000 | (50,489,000) | (39,108,000) | (13,808,000) | ||
Balance end of period | 19,000 | (3,019,000) | (1,327,000) | 8,307,000 | 785,000 | (7,801,000) | 19,000 | 8,307,000 |
Accumulated unrealized (losses) gains on available-for-sale debt securities | ||||||||
Accumulated other comprehensive loss | ||||||||
Balance beginning of period | (73,000) | (458,000) | (930,000) | (1,828,000) | (1,512,000) | (357,000) | (930,000) | (357,000) |
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 | 69,000 | 385,000 | 472,000 | 204,000 | (316,000) | (1,155,000) | ||
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 | 87,000 | |||||||
Balance end of period | 83,000 | (73,000) | (458,000) | (1,624,000) | (1,828,000) | (1,512,000) | 83,000 | (1,624,000) |
Accumulated other comprehensive (loss) income | ||||||||
Accumulated other comprehensive loss | ||||||||
Balance beginning of period | (3,092,000) | (1,785,000) | (875,000) | (1,043,000) | (9,313,000) | (11,142,000) | (875,000) | (11,142,000) |
Foreign currency translation adjustments | 24,359,000 | (12,281,000) | (16,908,000) | 58,011,000 | 47,694,000 | 16,792,000 | ||
Foreign currency losses on intercompany loan of a long-term investment nature, net of tax of $0 | (21,321,000) | 10,589,000 | 15,526,000 | (50,489,000) | (39,108,000) | (13,808,000) | ||
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 | 69,000 | 385,000 | 472,000 | 204,000 | (316,000) | (1,155,000) | ||
Reclassification from accumulated other comprehensive (loss) income of gains on available-for-sale debt securities included in net loss, net of tax of $0 | 87,000 | |||||||
Balance end of period | $ 102,000 | $ (3,092,000) | $ (1,785,000) | $ 6,683,000 | $ (1,043,000) | $ (9,313,000) | $ 102,000 | $ 6,683,000 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | $ 71,669,000 | $ 96,572,000 |
Recurring basis | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 71,669,000 | |
Recurring basis | Corporate debt securities | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 8,817,000 | |
Recurring basis | U.S. Treasury securities | ||
Cash equivalents: | ||
Total Cash Equivalents | 7,979,000 | |
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 59,871,000 | |
Recurring basis | Agency bonds | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 2,981,000 | |
Recurring basis | Level 1 | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 8,817,000 | |
Recurring basis | Level 1 | Corporate debt securities | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 8,817,000 | |
Recurring basis | Level 2 | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 62,852,000 | |
Recurring basis | Level 2 | U.S. Treasury securities | ||
Cash equivalents: | ||
Total Cash Equivalents | 7,979,000 | |
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | 59,871,000 | |
Recurring basis | Level 2 | Agency bonds | ||
Marketable securities: | ||
Available-for-sale securities, Debt Securities, Current, Total | $ 2,981,000 |
Marketable securities - Avail_3
Marketable securities - Available-for-sale debt securities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Debt Securities | |
Marketable securities | |
Amortized cost | $ 71,588 |
Gross unrealized gains | 94 |
Gross unrealized losses | (13) |
Aggregate estimated fair value | 71,669 |
Cash equivalents | |
Marketable securities | |
Amortized cost | 7,978 |
Gross unrealized gains | 1 |
Aggregate estimated fair value | 7,979 |
Corporate Debt Securities Maturity Period Less Than Three Months | Debt Securities | |
Marketable securities | |
Amortized cost | 8,824 |
Gross unrealized losses | (7) |
Aggregate estimated fair value | 8,817 |
U.S. Treasury Securities Maturity Period Less Than Three Months | |
Marketable securities | |
Amortized cost | 59,780 |
Gross unrealized gains | 94 |
Gross unrealized losses | (3) |
Aggregate estimated fair value | 59,871 |
U.S. Treasury Securities Maturity Period Less Than Three Months | Cash equivalents | |
Marketable securities | |
Amortized cost | 7,978 |
Gross unrealized gains | 1 |
Aggregate estimated fair value | 7,979 |
Agency Bond Maturity Period Less Than Three Months | |
Marketable securities | |
Amortized cost | 2,984 |
Gross unrealized losses | (3) |
Aggregate estimated fair value | $ 2,981 |
Maximum | Corporate Debt Securities Maturity Period Less Than Three Months | Debt Securities | |
Marketable securities | |
Available For Sale Securities Debt Maturity Period | 3 months |
Maximum | U.S. Treasury Securities Maturity Period Less Than Three Months | |
Marketable securities | |
Available For Sale Securities Debt Maturity Period | 3 months |
Maximum | U.S. Treasury Securities Maturity Period Less Than Three Months | Cash equivalents | |
Marketable securities | |
Available For Sale Securities Debt Maturity Period | 3 months |
Maximum | Agency Bond Maturity Period Less Than Three Months | |
Marketable securities | |
Available For Sale Securities Debt Maturity Period | 3 months |
Marketable securities - Avail_4
Marketable securities - Available-for-sale debt securities - Unrealized loss position (Details) $ in Thousands | Sep. 30, 2023 USD ($) security | Dec. 31, 2022 USD ($) security |
Marketable securities | ||
Fair market value of investments in an unrealized loss position | $ 26,692 | $ 90,618 |
Number of investments in an unrealized loss position | security | 9 | 19 |
Unrealized losses | $ (13) | $ (930) |
Corporate debt securities | ||
Marketable securities | ||
Fair market value of investments in an unrealized loss position, 12 months or longer | 2,377 | 74,481 |
Fair market value of investments in an unrealized loss position, less than 12 months | $ 6,440 | $ 11,283 |
Number of available-for-sale securities in an unrealized loss position, 12 months or longer | security | 1 | 16 |
Number of available-for-sale securities in an unrealized loss position, less than 12 months | security | 2 | 2 |
Unrealized losses, 12 months or longer | $ (6) | $ (679) |
Unrealized losses, less than 12 months | (1) | (97) |
U.S. Treasury securities | ||
Marketable securities | ||
Fair market value of investments in an unrealized loss position, less than 12 months | $ 14,894 | |
Number of available-for-sale securities in an unrealized loss position, less than 12 months | security | 5 | |
Unrealized losses, less than 12 months | $ (3) | |
Agency bonds | ||
Marketable securities | ||
Fair market value of investments in an unrealized loss position, 12 months or longer | $ 4,854 | |
Fair market value of investments in an unrealized loss position, less than 12 months | $ 2,981 | |
Number of available-for-sale securities in an unrealized loss position, 12 months or longer | security | 1 | |
Number of available-for-sale securities in an unrealized loss position, less than 12 months | security | 1 | |
Unrealized losses, 12 months or longer | $ (154) | |
Unrealized losses, less than 12 months | $ (3) |
Other current assets (Details)
Other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other current assets | ||
Research and development credits receivable | $ 40,533 | $ 30,162 |
Prepayments | 11,973 | 9,472 |
Clinical materials | 1,290 | 1,279 |
VAT receivable | 1,372 | 490 |
Other current assets | 1,683 | 1,927 |
Total | $ 56,851 | $ 43,330 |
Operating Leases (Details)
Operating Leases (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 01, 2023 lease | |
Operating leases | |||
Operating lease cost | $ 4,168 | $ 3,327 | |
Short-term lease cost | 643 | 253 | |
Total | $ 4,811 | $ 3,580 | |
Weighted-average remaining lease term - operating leases | 5 years 7 months 6 days | 7 years | |
Weighted-average discount rate - operating leases | 8.50% | 6.80% | |
Number of operating leases that were acquired in a business combination for which the acquirees lease classification was retained | lease | 2 |
Operating Leases - Maturities (
Operating Leases - Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Maturities of operating lease liabilities | |
2023 | $ 1,725 |
2024 | 6,826 |
2025 | 5,438 |
2026 | 4,255 |
2027 | 5,488 |
after 2027 | 7,385 |
Total lease payments | 31,117 |
Less: Imputed interest | (5,516) |
Present value of lease liability | $ 25,601 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Accrued clinical and development expenditure | $ 13,208 | $ 16,749 |
Accrued employee expenses | 11,047 | 8,232 |
Other accrued expenditure | 2,504 | 4,079 |
Other | 72 | 2,155 |
Total | $ 26,831 | $ 31,215 |
Contingencies and commitments -
Contingencies and commitments - Universal Cells Research, Collaboration and License Agreement and Co-development and Co-commercialization agreement (Details) - Collaboration and license agreement - Universal Cells, Inc. | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2016 USD ($) | Nov. 30, 2015 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | Sep. 30, 2023 item | Dec. 31, 2022 USD ($) | |
Contingencies and commitments | ||||||
Upfront license and start-up fees | $ 2,500,000 | |||||
Milestone payments | $ 3,000,000 | $ 200,000 | $ 900,000 | |||
First milestone payment | $ 500,000 | |||||
Second milestone payment | 600,000 | |||||
Third milestone payment | $ 400,000 | |||||
Number of remaining milestones accrued | item | 0 |
Contingencies and commitments_2
Contingencies and commitments - MD Anderson Strategic Alliance (Details) - MD Anderson Strategic Alliance - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 26, 2016 | |
Contingencies and commitments | ||||||
Upfront payment | $ 3,412,000 | |||||
Milestone Payments | $ 2,326,000 | $ 454,000 | $ 3,549,000 | $ 2,326,000 | ||
Minimum | ||||||
Contingencies and commitments | ||||||
Potential milestone payments | $ 19,644,000 |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 3,183 | $ 3,663 | $ 8,696 | $ 14,294 |
Research and development | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | 789 | 447 | 2,190 | 5,003 |
General and administrative | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 2,394 | $ 3,216 | $ 6,506 | $ 9,291 |
Share-based compensation - Opti
Share-based compensation - Options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Number of options over ordinary shares granted (in shares) | 7,082,892 | 5,996,581 | 59,070,294 | 30,608,533 | |
Weighted average fair value of ordinary shares options (in dollars per share) | $ 0.12 | $ 0.21 | $ 0.12 | $ 0.37 | |
Number of additional options with a nominal exercise price granted | 465,960 | 1,866,216 | 26,480,652 | 22,916,376 | |
Weighted average fair value of options with a nominal exercise price | $ 0.15 | $ 0.28 | $ 0.27 | $ 0.53 | |
Replacement Awards Granted To TCR2 Grantholders | |||||
Number of options over ordinary shares granted (in shares) | 29,639,418 | ||||
Number of additional options with a nominal exercise price granted | 5,501,196 |
Stockholders equity - Offerings
Stockholders equity - Offerings (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Apr. 08, 2022 | Aug. 10, 2020 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | |
Sales Agreement | |||||||
Shareholders' equity | |||||||
Remaining amount under the Sales Agreement | $ 197,360,000 | ||||||
Sales Agreement | Maximum | |||||||
Shareholders' equity | |||||||
Aggregate offering price of ADS shares under At The Market sales agreement | $ 200,000,000 | ||||||
2022 Sales Agreement | |||||||
Shareholders' equity | |||||||
Remaining amount under the Sales Agreement | $ 186,067,867 | ||||||
Issuance of shares upon completion of public offering, net of issuance costs (in shares) | 3,854,496 | ||||||
Sold shares represented by American Depositary Shares (in shares) | 642,416 | ||||||
Net proceeds | $ 596,716 | ||||||
2022 Sales Agreement | Maximum | |||||||
Shareholders' equity | |||||||
Aggregate offering price of ADS shares under At The Market sales agreement | $ 200,000,000 | ||||||
Common stock | |||||||
Shareholders' equity | |||||||
Issuance of shares upon completion of public offering, net of issuance costs (in shares) | 3,300,000 | 4,954,854 | |||||
Number of ordinary shares sold (in shares) | 554,496 | 35,134,182 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring | ||
Restructuring and Related Cost, Cost Incurred to Date | $ 1,703 | $ 2,285 |
Total amount expected to be incurred | $ 3,988 | |
Percent of headcount reduction | 25% | |
Contractual termination benefits | ||
Restructuring | ||
Restructuring and Related Cost, Cost Incurred to Date | $ 778 | 1,171 |
Total amount expected to be incurred | 1,949 | |
One-time employee termination benefits | ||
Restructuring | ||
Restructuring and Related Cost, Cost Incurred to Date | 925 | $ 1,114 |
Total amount expected to be incurred | $ 2,039 |
Restructuring - Movements in Pr
Restructuring - Movements in Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Restructuring | |||
Balance at the beginning | $ 2,285 | $ 2,285 | |
Costs incurred and charged to General and administrative expenses | 1,617 | ||
Costs paid during the period | $ (88) | (3,908) | |
Adjustments to the liability | 86 | ||
Effect of foreign exchange rates | 8 | ||
Balance at the end | 88 | ||
Impairment loss | 0 | ||
Contractual termination benefits | |||
Restructuring | |||
Balance at the beginning | 1,171 | 1,171 | |
Costs incurred and charged to General and administrative expenses | 670 | ||
Costs paid during the period | (1,955) | ||
Adjustments to the liability | 108 | ||
Effect of foreign exchange rates | 6 | ||
One-time employee termination benefits | |||
Restructuring | |||
Balance at the beginning | 1,114 | $ 1,114 | |
Costs incurred and charged to General and administrative expenses | 947 | ||
Costs paid during the period | $ (88) | (1,953) | |
Adjustments to the liability | (22) | ||
Effect of foreign exchange rates | 2 | ||
Balance at the end | $ 88 |
Restructuring - TCR post-acquis
Restructuring - TCR post-acquisition senior leadership severance (Details) - Employee Severance - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Restructuring | |||
Severance and other cash payments | $ 5,655 | ||
Accelerated vesting of share-based compensation awards | $ 197 | 835 | |
Total and cumulative amount incurred | $ 6,687 | $ 6,490 | |
Research and development | |||
Restructuring | |||
Accelerated vesting of share-based compensation awards | $ 200,000 | ||
General and administrative expenses | |||
Restructuring | |||
Accelerated vesting of share-based compensation awards | $ 800,000 |
Restructuring - TCR post-acqu_2
Restructuring - TCR post-acquisition senior leadership severance - Change in Liability (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | |
Restructuring | |||
Beginning liability | $ 805 | $ 1,637 | |
Costs incurred and charged | $ 1,617 | ||
Cost paid during the period | (4,823) | (752) | |
Ending liability | 1,637 | $ 885 | |
Research and development | |||
Restructuring | |||
Costs incurred and charged | 1,267 | ||
General and administrative | |||
Restructuring | |||
Costs incurred and charged | $ 4,388 |
Business combinations (Details)
Business combinations (Details) - USD ($) | 3 Months Ended | |||
Jun. 01, 2023 | May 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Consideration transferred: | ||||
Remeasurement on bargain purchase | $ (106,000) | |||
Assets acquired | ||||
Operating lease right-of-use assets | 21,302,000 | $ 18,019,000 | ||
Liabilities assumed | ||||
Operating lease liabilities, current | (5,081,000) | (2,728,000) | ||
Operating lease liabilities, non-current | $ (20,520,000) | $ (20,349,000) | ||
TCR2 Therapeutics | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Percentage held following the transaction | 25% | |||
Adaptimmune | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Percentage held following the transaction | 75% | |||
TCR2 Therapeutics | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Shares issued | 357,429,306 | 357,429,306 | ||
Percentage of ownership | 100% | |||
Market price | $ 1.02 | |||
Ordinary share price per share | $ 0.17 | |||
Intangible assets relation to lease contracts acquired | $ 0 | |||
Consideration transferred: | ||||
Fair value of shares issued | 60,763,000 | $ 60,763,000 | ||
Fair value of replacement share options issued | 963,000 | |||
Purchase consideration | 61,726,000 | |||
Assets acquired | ||||
Cash and cash equivalents | 43,610,000 | |||
Restricted cash | 1,654,000 | |||
Marketable securities - available-for-sale debt securities | 39,532,000 | |||
Other current assets and prepaid expenses | 6,029,000 | |||
Property, plant and equipment | 2,712,000 | |||
Operating lease right-of-use assets | 5,145,000 | |||
Intangible assets | 58,000 | |||
Total assets acquired | 98,740,000 | |||
Liabilities assumed | ||||
Accounts payable | (6,210,000) | |||
Accrued expenses and other current liabilities | (4,537,000) | |||
Operating lease liabilities, current | (1,974,000) | |||
Operating lease liabilities, non-current | (2,244,000) | |||
Total liabilities assumed | (14,965,000) | |||
Net assets acquired and liabilities assumed | $ 83,775,000 |
Business combinations - Gain on
Business combinations - Gain on bargain purchase (Details) | 9 Months Ended | |||
Jun. 01, 2023 USD ($) | Sep. 30, 2023 USD ($) | May 31, 2023 $ / shares | Mar. 06, 2023 $ / shares | |
Merger with TCR2 Therapeutics Inc. | ||||
Gain on bargain purchase | $ 22,049,000 | |||
TCR2 Therapeutics | ||||
Merger with TCR2 Therapeutics Inc. | ||||
Purchase consideration | $ (61,726,000) | |||
Net assets acquired and liabilities assumed | 83,775,000 | |||
Gain on bargain purchase | $ 22,049,000 | 22,000,000 | ||
Ratio for issuance of Company's ADSs for each TCR2 stock acquired | 1.5117 | |||
Closing price of Company's ADS | $ / shares | $ 1.02 | $ 1.32 | ||
Amount of TCR2's earnings included in the Company's Consolidated Statement of Operations | $ 23,531,000 |
Business combinations - Proform
Business combinations - Proforma Information (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Jun. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | May 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Merger with TCR2 Therapeutics Inc. | ||||||
Gain on bargain purchase | $ 22,049,000 | |||||
Share-based compensation expense | $ 3,183,000 | $ 3,663,000 | 8,696,000 | $ 14,294,000 | ||
TCR2 Therapeutics | ||||||
Merger with TCR2 Therapeutics Inc. | ||||||
Revenue | 60,050 | 16,120 | ||||
Net loss | (129,684) | (214,680) | ||||
Acquisition-related costs incurred by TCR2 | 9,000,000 | |||||
Gain on bargain purchase | $ 22,049,000 | 22,000,000 | ||||
Acquisition-related costs | $ 7,346,000 | |||||
Share-based compensation expense | $ 1,000,000 | $ 8,700,000 |
Business combinations - Acquisi
Business combinations - Acquisition-related costs (Details) - TCR2 Therapeutics $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Merger with TCR2 Therapeutics Inc. | |
Legal, professional and accounting fees | $ 5,174 |
Bankers' fees | 2,172 |
Total acquisition-related costs | 7,346 |
Issuance costs incurred relating to the issuance of shares to TCR2 stockholders | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (45,601) | $ (21,389) | $ 1,036 | $ (41,421) | $ (44,520) | $ (50,265) | $ (65,954) | $ (136,206) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |