Verona Pharma (VRNA) 10-K 7 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 03, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38067
Entity Registrant Name	Verona Pharma plc
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1489389
Entity Address, Address Line One	3 More London Riverside
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SE1 2RE
Entity Address, Country	GB
Country Region	44
City Area Code	203
Local Phone Number	283 4200
Title of 12(b) Security	Ordinary shares, nominal value £0.05 per share*
Trading Symbol	VRNA
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 212.1
Entity Common Stock, Shares Outstanding		631,904,598
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement that the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001657312

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Firm ID	876
Auditor Location	Reading, United Kingdom

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 227,827	$ 148,380
Prepaid expenses	2,499	4,037
Tax incentive receivables	9,282	15,583
Other current assets	3,388	2,063
Total current assets	242,996	170,063
Non-current assets:
Furniture and equipment, net	73	80
Goodwill	545	545
Equity interest	15,000	15,000
Right-of-use assets	854	899
Total non-current assets:	16,472	16,524
Total assets	259,468	186,587
Current liabilities:
Accounts payable	2,910	10,044
Accrued expenses	13,752	22,256
Current operating lease liabilities	675	648
Taxes payable	283	147
Other current liabilities	1,409	327
Total current liabilities	19,029	33,422
Non-current liabilities:
Term loan	9,768	4,874
Non-current operating lease liabilities	205	286
Total non-current liabilities	9,973	5,160
Total liabilities	29,002	38,582
Commitments and contingencies
Shareholders' equity
Ordinary £0.05 par value shares: 631,338,246 and 489,177,550 issued, and 606,301,054 and 480,082,966 outstanding, at December 31, 2022 and 2021, respectively	40,526	31,855
Additional paid-in capital	529,187	385,070
Ordinary shares held in treasury	(1,549)	(603)
Accumulated other comprehensive loss	(4,601)	(4,601)
Accumulated deficit	(333,097)	(263,716)
Total shareholders' equity	230,466	148,005
Total liabilities and shareholders' equity	$ 259,468	$ 186,587

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical)	Dec. 31, 2022 £ / shares shares	Dec. 31, 2021 £ / shares shares
Statement of Financial Position [Abstract]
Common stock, par value (in pounds sterling per share) | (per share)	£ 0.05	£ 0.05
Common stock, issued (in shares)	631,338,246	489,177,550
Common stock, outstanding (in shares)	606,301,054	480,082,966

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 458	$ 40,000
Cost of sales	(346)	0
Gross profit	112	40,000
Operating expenses:
Research and development	49,283	79,406
Selling, general and administrative	26,579	33,907
Total operating expenses	75,862	113,313
Operating loss	(75,750)	(73,313)
Other income/(expense):
Research and development tax credit	9,634	15,630
Loss on extinguishment of debt	(815)	0
Interest income	2,821	14
Interest expense	(521)	(340)
Fair value movement on warrants	0	2,246
Foreign exchange (loss)/gain	(3,817)	176
Total other income, net	7,302	17,726
Loss before income taxes	(68,448)	(55,587)
Income tax (expense)/income	(253)	18
Net loss	$ (68,701)	$ (55,569)
Loss per ordinary share, basic (in dollars per share)	$ (0.13)	$ (0.12)
Loss per ordinary share, diluted (in dollars per share)	$ (0.13)	$ (0.12)

Consolidated Statements of Shar

Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands	Total	At-The-Market Sales Agreement	Public Stock Offering	Ordinary shares	Ordinary shares At-The-Market Sales Agreement	Ordinary shares Public Stock Offering	Additional paid-in capital	Additional paid-in capital At-The-Market Sales Agreement	Additional paid-in capital Public Stock Offering	Ordinary shares held in treasury	Accumulated other comprehensive loss	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2020				488,304,446
Beginning balance at Dec. 31, 2020	$ 184,854			$ 31,794			$ 366,411			$ (1,700)	$ (4,601)	$ (207,050)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(55,569)											(55,569)
Issuance of ordinary shares, net of issuance costs (in shares)					873,104
Issuance of ordinary shares, net of issuance costs		$ 733			$ 61			$ 672
Restricted share units vested										1,097		(1,097)
Share-based compensation	25,425						25,425
Common shares withheld for taxes on vested stock awards	(6,850)						(6,850)
Equity settled share-based compensation reclassified as cash-settled	$ (588)						(588)
Ending balance (in shares) at Dec. 31, 2021	480,082,966			489,177,550
Ending balance at Dec. 31, 2021	$ 148,005			$ 31,855			385,070			(603)	(4,601)	(263,716)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(68,701)											(68,701)
Issuance of ordinary shares, net of issuance costs (in shares)					80,696	114,080,000
Issuance of ordinary shares, net of issuance costs		$ 67	$ 140,197		$ 5	$ 6,918		$ 62	$ 133,279
Issuance of ordinary shares to treasury (in shares)				28,000,000
Issuance of ordinary shares to treasury	0			$ 1,748						(1,748)
Restricted share units vested										680		(680)
Share options exercised	1,372						1,250			122
Share-based compensation	14,121						14,121
Common shares withheld for taxes on vested stock awards	(4,723)						(4,723)
Equity settled share-based compensation reclassified as cash-settled	$ 128						128
Ending balance (in shares) at Dec. 31, 2022	606,301,054			631,338,246
Ending balance at Dec. 31, 2022	$ 230,466			$ 40,526			$ 529,187			$ (1,549)	$ (4,601)	$ (333,097)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net loss	$ (68,701)	$ (55,569)
Adjustments to reconcile net income to net cash used in operating activities:
Foreign exchange loss/(gain)	3,817	(176)
Amortization of debt issue costs	80	114
Accretion of redemption premium on debt	108	125
Loss on extinguishment of debt	815	0
Fair value adjustment	0	(2,246)
Share-based compensation	14,121	25,425
Depreciation and amortization	636	629
Equity interest recognized as revenue	0	(15,000)
Changes in operating assets and liabilities:
Prepaid expenses	1,538	501
Tax incentive receivables	3,964	(6,924)
Other current assets	(1,325)	(343)
Right-of-use assets	0	(440)
Accounts payable	(7,146)	9,866
Accrued expenses	(8,504)	11,389
Operating lease liabilities	(597)	(373)
Taxes payable	136	147
Other current liabilities	1,196	(379)
Net cash used in operating activities	(59,862)	(33,254)
Cash flows from investing activities:
Purchases of furniture and equipment	(29)	(12)
Net cash used in investing activities	(29)	(12)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares	149,797	733
Payment of offering costs in connection with the issuance of ordinary shares	(9,533)	0
Proceeds from issuance of Oxford Term Loan	10,000	0
Oxford Term Loan issuance costs	(245)	0
Repayment of SVB Term Loan	(5,000)	0
SVB Term Loan repayment costs	(850)	0
Payments of withholding taxes from share-based awards	(4,723)	(6,850)
Proceeds from exercise of share options	1,372	0
Net cash provided by/(used in) financing activities	140,818	(6,117)
Effect of exchange rate changes on cash and cash equivalents	(1,480)	(223)
Net change in cash and cash equivalents	79,447	(39,606)
Cash and cash equivalents at beginning of the year	148,380	187,986
Cash and cash equivalents at end of the year	227,827	148,380
Supplemental disclosure of cash flow information:
Income taxes paid	120	1
Interest paid	$ 348	$ 215

Organization and description of

Organization and description of business operations	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and description of business operations	Organization and description of business operations Verona Pharma plc (the "Company") is incorporated and domiciled in the United Kingdom. Verona Pharma plc has one wholly-owned subsidiary, Verona Pharma, Inc., a Delaware corporation. Rhinopharma Limited (“Rhinopharma”), a Canadian company that was previously a non-operating, wholly-owned subsidiary, was dissolved in June 2021. The address of the registered office is 1 Central Square, Cardiff, CF10 1FS, United Kingdom. The Company is a clinical-stage biopharmaceutical group focused on developing and commercializing innovative therapeutics for the treatment of respiratory diseases with significant unmet medical needs. The Company’s American Depositary Shares (“ADSs”) are listed on the Nasdaq Global Market (“Nasdaq”) and trade under the symbol “VRNA”. Liquidity The Company has incurred recurring losses and negative cashflows from operations since inception, and has an accumulated deficit of $333.1 million as of December 31, 2022. The Company expects to incur additional losses and negative cash flows from operations until its products potentially gain regulatory approval and reach commercial profitability, if at all. The Company expects that its cash and cash equivalents as of December 31, 2022, will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance. In August 2022, the Company completed an upsized public offering of 14,260,000 ADSs, each representing eight ordinary shares of the Company, nominal value £0.05 per share, at a price to the public of $10.50 per ADS, which includes the exercise in full by the underwriters of their option to purchase an additional 1,860,000 ADSs. The aggregate net proceeds from the offering were $140.2 million after deducting underwriting discounts and commissions and estimated offering expenses payable. In October 2022, the Company entered into a term loan of up to $150.0 million (the “Oxford Term Loan”) with Oxford Finance Luxembourg S.À R.L. (“Oxford”). This Oxford Term Loan replaced the Company’s existing $30.0 million facility with Silicon Valley Bank. See Note 7 for further details. In March, 2021, the Company entered into an open market sale agreement with respect to an at-the-market offering program (the “ATM Program”) under which the Company may issue and sell its ordinary shares in the form of ADSs, with an aggregate offering price of up to $100.0 million. During the year ended December 31, 2021, the Company sold 873,104 ordinary shares (equivalent to 109,138 ADSs) under the ATM Program, at an average price of approximately $0.86 per share (equivalent to $6.91 per ADS), raising aggregate net proceeds of $0.7 million after deducting issuance costs. As of December 31, 2021, there remained $99.3 million of ordinary shares, in the form of ADSs, available for sale under the ATM Program. During the year ended December 31, 2022, the Company sold 80,696 ordinary shares (equivalent to 10,087 ADSs) under the ATM Program, at an average price of approximately $0.86 per share (equivalent to $6.86 per ADS), raising aggregate net proceeds of $0.1 million after deducting issuance costs. As of December 31, 2022, there remained $99.2 million of ordinary shares, in the form of ADSs, available for sale under the ATM Program. Additionally, between January 1, 2023 and March 3, 2023, the Company sold 20,321,384 ordinary shares (equivalent to 2,540,173 ADSs) under the ATM Program, at an average price of approximately $2.88 per share (equivalent to $23.08 per ADS), raising aggregate net proceeds of $56.9 million after deducting issuance costs. As of March 3, 2023, there remained $40.6 million of ordinary shares, in the form of ADSs, available for sale under the ATM Program. The Company’s commercial revenue, if any, will be derived from sales of products that we do not expect to be commercially available within the next year, if ever. Additionally, we may enter into out-licensing transactions from time to time but there can be no assurance that the company can secure such transactions in the future. Accordingly, we may need to obtain substantial additional funds to achieve our business objectives including to further advance clinical and regulatory activities, to fund prelaunch and launch related costs and to create an effective sales and marketing organization to commercialize ensifentrine. Any such additional funding will need to be obtained through public or private financings, debt financing, collaboration or licensing agreements and other arrangements. However, there is no guarantee that we will be successful in securing additional capital on acceptable terms, or at all.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting policies	Basis of Presentation and Summary of Significant Accounting policies Basis of presentation and consolidation The consolidated financial statements include the accounts of Verona Pharma plc and its wholly-owned subsidiaries Verona Pharma, Inc. and Rhinopharma through to its dissolution in June 2021. All inter-company balances and transactions have been eliminated. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and the following accounting policies have been consistently applied. At the end of the second quarter of 2020, the Company determined that it no longer qualified as a Foreign Private Issuer under SEC rules. As a result, beginning January 1, 2021, the Company was required to report with the SEC on domestic forms and comply with domestic company rules in the United States. The transition to U.S. GAAP was made retrospectively for all periods from the Company’s inception. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual and prepayment of research and development expenses and the fair value of share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates. Business combinations The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. The excess of the cost of acquisition over the fair value of the Company's share of the identifiable net assets acquired is recorded as goodwill. Identifiable ass ets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred and included in administrative expenses. Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of ninety days or less at acquisition to be cash equivalents. Cash and cash equivalents includes deposits held at call with banks, and in money market funds investing in U.S. and U.K. government debt and liquid securities from highly rated institutions. Equity interest As part of the Nuance Agreement, the Company received an equity interest in Nuance Biotech, the parent company of Nuance Pharma (see Note 8). As Nuance Biotech’s securities are not publicly traded the equity interest’s fair value is not readily determinable. The Company therefore follows guidance from ASC 321-10-35-2 and uses the fair value measurement alternative and measures the securities at cost, which is deemed to be the value indicated by the last observable transaction in Nuance Biotech's stock, subject to impairment. The valuation will be adjusted for any observable price changes in orderly transactions for an identical or similar investment in Nuance Biotech, or if there is an indicator of impairment. Furniture and equipment, net Furniture and equipment comprise office furniture and computer equipment and are stated at cost less accumulated depreciation, which is calculated on a straight-line basis over the expected useful economic lives, generally two Goodwill Goodwill consists of goodwill related to the acquisition of Rhinopharma. Goodwill is not amortized but periodically tested for impairment. Impairment of long-lived assets The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of assets may not be fully recoverable. Revenue recognition The Company’s revenue consists of revenue from the Company’s strategic agreements for the development and commercialization of ensifentrine. The terms of the agreements typically include non-refundable upfront fees, payments based upon achievement of milestones and eventually revenue from the commercialized product. These agreements usually have both fixed and variable consideration. Non-refundable upfront fees are considered fixed, while milestone payments and revenue from the commercialized product are identified as variable consideration. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under agreements within the scope of ASC Topic 606, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. The Company’s performance obligations include intellectual property rights, (which include the license, patents and developmental and regulatory data) and manufacturing and supply. Management are required to judge when performance obligations are satisfied and consequently when revenue is recognized. The Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised goods or service underlying each performance obligation. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. If the right to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the right when the right is transferred to the customer, and the customer can use and benefit from the right. At the inception of the arrangement, the Company evaluates whether the development milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company, such as approvals from regulators, are not considered probable of being achieved until those approvals are received. Research and development costs Research and development (“R&D”) costs are expensed as incurred. Research and development expenses include salaries, share-based compensation and benefits of employees, and other costs related to the Company’s R&D activities, including contracts with clinical research organizations and contract manufacturers. The Company is required to estimate its expenses resulting from its obligations under contracts with vendors and consultants and clinical site agreements in connection with its R&D efforts. The financial terms of these contracts are subject to negotiations which vary contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate clinical trial expenses in its consolidated financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the trials and other development activities. Judgment is applied in determining assumptions related to patient progression and the timing of various aspects of the trial used to measure progress. The Company determines prepaid and accrual estimates through discussions with applicable personnel and outside service providers as to the progress of clinical trials, or other services completed. During the course of a clinical trial, the Company adjusts its rate of clinical trial expense recognition if actual results differ from its estimates. The Company makes estimates of its prepaid and accrued expenses as of each balance sheet date in its consolidated financial statements based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. The Company’s clinical trial prepaid and accrual expense is dependent upon the timely and accurate reporting of study recruitment from contract research organizations and activities carried out by other third-party vendors as well as the timely processing of any change orders from the contract research organizations. Share-based compensation The Company has a share-based compensation plan under which various types of equity-based awards may be granted, including stock options and restricted stock units (RSUs). The fair value of share options and RSUs, which are subject to milestone or service conditions with graded vesting, are recognized as compensation expense on a straight-line basis using the graded-vesting method; f orfeitures are recognized as they occur. The Company uses the fair-value based method to determine compensation for all arrangements under which employees receive shares. The fair value of each option and RSU is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatility is based on the historical volatility of the Company’s ordinary shares over the expected term of the options. The expected term of options granted is derived using the simplified method, which computes the expected term as the average of the sum of the vesting term plus the contract term. Historically the risk-free rate has been based on the appropriate U.K. government debt yield. After delisting its Ordinary shares from AIM on October 30, 2020, the Company used U.S. government debt yields. Details of the assumptions used are set out in Note 9 to the consolidated financial statements. Other income - United Kingdom R&D tax credits Other income relates to R&D tax credits receivable in the UK. As a company that carries out extensive research and development activities, Verona is subject to the UK R&D Small and Medium Enterprise (“SME”) Program. Qualifying expenditures largely comprise employment costs for research staff, consumables, a proportion of relevant, permitted sub-contract costs and certain internal overhead costs incurred as part of research projects for which it does not receive income. Tax credits related to the SME Program are received as cash and are recorded as other income, as they are akin to grant income, in the consolidated statements of operations and comprehensive loss. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method, whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. ASC 740 establishes a single model to address accounting for uncertain tax positions. ASC 740 clarified the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The Company has no uncertain tax positions. Comprehensive loss The Company accounts for comprehensive loss in accordance with ASC 220, “Income Statement - Reporting Comprehensive Income”. Comprehensive income represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders. Segment Reporting The Company has one operating and reportable segment, pharmaceutical development. The Company’s long-lived assets are held in the United Kingdom. Foreign Currencies Reporting and functional currencies The consolidated financial statements are reported in U.S. dollars, which is also the functional currency of our subsidiary. Transactions in foreign currencies are remeasured into our functional currency at the rate of exchange prevailing at the date of the transaction. Any monetary assets and liabilities arising from these transactions are remeasured into our functional currency at exchange rates prevailing at the balance sheet date or on settlement. Resulting gains and losses are recorded in foreign exchange loss in our consolidated statements of operations. Treasury shares In the year ended December 31, 2020, the Company incorporated a trust to facilitate the acquisition of shares, by or for the benefit of employees and former employees. In the year ended December 31, 2022, the Company issued 28.0 million ordinary shares (equivalent to 3.5 million ADSs) to cover expected shares issued upon the vesting of share awards to employees. The Company issued no ordinary shares in the year ended December 31, 2021. The Company has the indirect ability to control the trust as trustees are required to act in accordance with the trust deed and because the Company controls the issuance of shares to cover awards. As a consequence, the trust is consolidated into the Company’s consolidated financial statements. The shares that were issued to the trust that have not been issued to employees to satisfy vesting of share awards are included in the Consolidated Balance Sheets as treasury shares. Fair value of financial instruments US GAAP defines fair value and requires companies to establish a framework for measuring fair value and disclosure about fair value measurements using a three-tier approach. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, an equity interest, other assets, accounts payable and accrued expenses and other liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. The equity interest is held at cost subject to impairment, following guidance from ASC 321-10-35-2 . The carrying amounts of the other instruments are considered to be representative of their fair values because of their short-term nature. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank deposits and certain receivables. The Company holds cash and cash equivalents with highly rated financial institutions and in highly rated money market funds and the Company has not experienced any significant credit losses in these accounts and does not believe the Company is exposed to any significant credit risk on these instruments. Lease accounting The company accounts for leases in accordance with ASU No. 2016-02, “Leases” (Topic 842) (“ASC 842”). The standard requires lessees to recognize almost all leases on the balance sheet as right-of-use (“ROU”) assets and lease liabilities, and requires leases to be classified as either operating or finance type leases. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU ass ets and liabilities are recognized at the commencement date based on the present value of remaining lease payments. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As the Company's leases do not provide an implicit rate, the Company determines the incremental borrowing rate in calculating the present value of lease payments. The ROU assets also include any lease payments made prior to commencement and are recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease. When it is reasonably certain the Company will exercise such options the lease will be recognized as a liability and a corresponding ROU asset also recognized. Operating leases are included in Right-of-use assets and in Current and non-current operating lease liabilities on the Company's Consolidated Balance Sheets. Recently issued accounting pronouncements, not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The purpose of this amendment is to create a two tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until fiscal periods beginning after December 15, 2022. Under the current SEC definitions, we meet the definition of an SRC as of the ASU 2019-10 issuance date and are deferring adoption for ASU 2016-13. The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Prepaid expenses

Prepaid expenses	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	Prepaid expenses Prepaid expenses consisted of the following (in thousands): December 31, 2022 2021 Clinical trial and other development costs $ 38 $ 2,169 Insurance 2,027 1,555 Other 434 313 Total prepaid expenses $ 2,499 $ 4,037

Property leases

Property leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Property leases	Property leases The right-of-use assets (“ROU”) relate to rented office space in London, North Carolina and Georgia with leases ending in 2023, 2024 and 2025, respectively. In the year ended December 31, 2022, the Company entered into a lease arrangement in Georgia for office space and extended its existing London lease and recognized lease liability and corresponding ROU asset of $0.7 million. In the year ended December 31, 2021, the Company extended its existing London lease. As a consequence it modified its accounting for the lease and recorded $0.6 million lease liability and corresponding ROU asset. To calculate lease liabilities the Company used a weighted average discount rate of 4% and 8% for the years ended December 31, 2022 and December 31, 2021, respectively. The weighted average remaining lease term as of December 31, 2022 and December 31, 2021 was 1.5 and 1.8 years, respectively. Minimum annual payments over the remaining lease periods as of December 31, 2022 are as follows (in thousands): 2023 $ 675 2024 215 2025 17 Total minimum future lease payments $ 907 Less: imputed interest (27) Total operating lease liabilities $ 880 The total operating lease expense included in selling, general and administrative costs was $0.6 million.

Accrued expenses

Accrued expenses	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued expenses	Accrued expenses Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Clinical trial and other development costs $ 12,314 $ 21,336 Professional fees, listing and general corporate costs 1,364 919 People related costs 74 1 Total accrued expenses $ 13,752 $ 22,256

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Warrants	Warrants On May 2, 2022 all remaining warrants expired. No warrants were exercised or forfeited in the years ended December 31, 2022 and 2021. In 2016, the Company issued 31,115,926 units to new and existing investors at the placing price of £1.4365 per unit. Each unit comprised one ordinary share and one warrant. The warrant holders could subscribe for 0.4 of an ordinary share at a per share exercise price of £1.7238 until May 2, 2022. The warrant holders could opt for a cashless exercise of their warrants, whereby the warrant holders could choose to exchange the warrants held for a reduced number of warrants exercisable at nil consideration. The reduced number of warrants was calculated based on a formula considering the share price and the exercise price of the warrants. If, after a transaction, should the warrants be exercisable for unlisted securities, the warrant holders were able to demand a cash payment instead of the delivery of the underlying securities. Accordingly, the warrants were accounted for as a liability under ASC 480 “Distinguishing Liabilities from Equity”. The warrants were measured at fair value, classified as Level 3 in the fair value hierarchy, with movements recorded in other income/(expense) in the Consolidated Statements of Operations and Comprehensive Loss. At December 31, 2021, 31,003,155 warrants remained outstanding and entitled the investors to subscribe for, in aggregate, a maximum of 12,401,262 ordinary shares. The warrants had no intrinsic value as at December 31, 2021. There have been no changes in valuation techniques or transfers between fair value measurement levels during the years ended December 31, 2022 and 2021. There has been no change in fair value between December 31, 2021, and May 2, 2022 (expiration). The warrants were valued using the Black-Scholes model and the table below presents the assumptions used: December 31, 2021 Exercise price in pounds sterling £ 1.7238 Risk-free interest rate 0.07 % Expected term to exercise 0.33 Annualized volatility 51.6 % Dividend rate — % Calculated value of the warrants, in thousands of U.S. dollars $ — The following table shows the movement of the value of the warrants (in thousands): December 31, 2021 At January 1 $ 2,246 Fair value adjustment (2,246) At December 31 $ —

Term loan

Term loan	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Term loan	Term loan In November 2020, the Company entered into a term loan facility of up to $30.0 million (the “SVB Term Loan”), consisting of advances of $5.0 million funded at closing and $10.0 million and $15.0 million contingent upon achievement of certain clinical development milestones and other specified conditions. The SVB Term Loan was categorized within Level 3 of the fair value hierarchy and the carrying amount of the debt approximated its fair value based on prevailing interest rates as of December 31, 2021. On October 14, 2022 (the “Effective Date”), the Company entered into a loan and security agreement (the “Loan Agreement”) with Oxford Finance Luxembourg S.À R.L. (“Oxford”) for an aggregate amount of up to $150.0 million (the “Oxford Term Loan”). The Oxford Term Loan provides for an initial term loan advance in an aggregate amount of $10.0 million funded on the Effective Date (the “Oxford Term A Loan”), and up to four additional term loan advances in an aggregate amount of $140.0 million, which are available as described below and subject to terms of the Loan Agreement. The proceeds from the Oxford Term Loan will be used for general corporate and working capital purposes, and a portion of the proceeds of the Oxford Term A Loan have been used to repay in full the existing outstanding indebtedness owed to SVB. The four additional term loan advances under the Oxford Term Loan consist of: a $10.0 million term loan advance (the “Oxford Term B Loan”) which is available at the option of the Company from the Effective Date up to and including March 31, 2023; a $20.0 million term loan advance (the “Oxford Term C Loan”) available during the period commencing on the later of January 1, 2024 and the date on which the Company receives positive ENHANCE-1 data in the Phase 3 clinical trial for ensifentrine sufficient to support the submission of a New Drug Application (“NDA”) with the United States Food and Drug Administration (the “FDA”) for ensifentrine through and including March 29, 2024; a $60.0 million term loan advance (the “Oxford Term D Loan”) available during the period commencing on the later of October 1, 2024 and the date on which the Company receives final approval from the FDA for the Company’s NDA for ensifentrine up to and including December 31, 2024; and a $50.0 million term loan advance (the “Oxford Term E Loan”) available during the interest-only period at the Company’s request and at Oxford’s sole discretion. Each advance under the Oxford Term Loan accrues interest at a floating per annum rate equal to (a) the greater of (i) the 1-Month CME Term SOFR reference rate on the last business day of the month that immediately precedes the month in which the interest will accrue and (ii) 2.38%, plus (b) 5.50% (the “Basic Rate”). In no event shall the Basic Rate (x) for the Oxford Term A Loan be less than 7.88% and (y) for each other advance be less than the Basic Rate on the business day immediately prior to the funding date of such term advance. The Basic Rate for the Term A Loan for the period from the Effective Date through and including October 31, 2022 shall be 8.54205% and the Basic Rate for each Term Loan shall not increase by more than 2.00% above the applicable Basic Rate as of the funding date of each such term loan. The Oxford Term Loan provides for interest-only payments on a monthly basis until the payment date immediately preceding December 1, 2025, if the Oxford Term D Loan is not made, and December 1, 2026, if the Oxford Term D Loan is made. Thereafter, amortization payments will be payable monthly in equal installments of principal plus accrued interest. Upon repayment, whether at maturity, upon acceleration or by prepayment or otherwise, the Company shall make a final payment to the lenders in an amount ranging from 1.30% to 3.00% of the aggregate principal balance, depending on the advances received under the Oxford Term Loan. The Company may prepay the Oxford Term Loan in full, or in part, in accordance with the terms of the Loan Agreement, which is subject to a prepayment fee of up to 2.00%, depending on the timing of the prepayment. The Oxford Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property, but including any rights to payments and proceeds from the sale, licensing or disposition of intellectual property. The Company has also granted Oxford a negative pledge with respect to its intellectual property. The Loan Agreement contains customary covenants and representations, including but not limited to financial reporting obligations and limitations on dividends, dispositions, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, transactions with affiliates and subsidiaries. The Loan Agreement also contains other customary provisions, such as expense reimbursement, non-disclosure obligations as well as indemnification rights for the benefit of Oxford.

Significant agreements

Significant agreements	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Significant agreements	Significant agreements Ligand agreement In 2006 the Company acquired Rhinopharma and assumed contingent liabilities owed to Ligand UK Development Limited (“Ligand”) (formerly Vernalis Development Limited). The Company refers to the assignment and license agreement as the Ligand Agreement. Ligand assigned to the Company all of its rights to certain patents and patent applications relating to ensifentrine and related compounds (the "Ligand Patents") and an exclusive, worldwide, royalty-bearing license under certain Ligand know-how to develop, manufacture and commercialize products (the "Ligand Licensed Products") developed using Ligand Patents, Ligand know-how and the physical stock of certain compounds. The Company is obligated to pay a milestone payment on obtaining the first approval of any regulatory authority for the commercialization of a Ligand Licensed Product, low single digit royalties based on the future sales performance of all Ligand Licensed Products and a portion equal to a mid-twenty percent of any consideration received from any sub-licensees for the Ligand Patents and for Ligand know-how. Royalties payable are based on the future sales performance so the amount payable is unlimited. At the time each contingency is resolved, the Company will record the contingent consideration payment (or payable) in connection with the Ligand Agreement as an expense and will classify it within R&D expenses. In March 2022, the Company entered into an Amendment Agreement (the “Amendment”) with Ligand whereby the Ligand Agreement was amended to clarify certain ambiguous terms in the Ligand Agreement. Pursuant to the Amendment: • the Company agreed to pay to Ligand (i) $2.0 million within five business days of the date of the Amendment and (ii) $15.0 million upon the first commercial sale of ensifentrine by the Company or a sub-licensee, which amount is payable in cash or, at the Company's discretion, by the issuance of Company equity of equivalent value, as determined based on the volume-weighted average price of the Company's American Depositary Shares on the Nasdaq Global Market over the ten (10) trading days including and prior to such milestone event; • the Ligand Agreement shall expire on March 24, 2042 unless terminated earlier by either party in accordance with its terms; • upon termination of the Ligand Agreement, any Sub-licensee (as defined in the Amendment) shall have the right to enter into a direct license agreement with Ligand for the portion of the Program IP (as defined in the Amendment) that was sub-licensed by such Sub-licensee; • the milestone payment may be paid in cash or, at the Company’s discretion, by issuing to Ligand shares in the Company of equivalent value; and • each party’s right to terminate the Ligand Agreement is conditioned upon such party obtaining a final judgment of the English High Court declaring that the other party is in material breach of its obligations under the Ligand Agreement. The Company accounted for the $2.0 million payment at execution of the Amendment as selling, general and administrative expense in the consolidated statements of operations as the payment is related to a contract modification. Nuance agreement The Company entered into a collaboration and license agreement (the “Nuance Agreement”) with Nuance Pharma Limited (“Nuance Pharma”) effective June 9, 2021 (the “Effective Date”), under which the Company granted Nuance Pharma the exclusive rights to develop and commercialize ensifentrine in Greater China (China, Taiwan, Hong Kong and Macau). In return, the Company received an unconditional right to consideration aggregating $40.0 million consisting of $25.0 million in cash and an equity interest, valued at $15.0 million as of the Effective Date, in Nuance Biotech, the parent company of Nuance Pharma. The Company is eligible to receive future milestone payments of up to $179.0 million triggered upon achievement of certain clinical, regulatory, and commercial milestones, as well as tiered double-digit royalties as a percentage of net sales of the products in Greater China. The Company will recognize these milestones when it is probable that a significant revenue reversal would not occur. As of December 31, 2022, the $25.0 million cash payment and $15.0 million equity interest had been received and the holding in Nuance Biotech was recorded as Equity interest on the Consolidated Balance Sheet. The Equity interest is recorded at cost as the Company has elected to use the measurement alternative for equity investments without readily determinable fair values. The Company will evaluate this investment for indicators of impairment quarterly. The Company did not identify events or changes in circumstances that may have a significant effect on the fair value of the investment during the year ended December 31, 2022. Under the terms of the Nuance Agreement, at any time until three months prior to the expected submission of the first New Drug Application in Greater China, if (i) a third party is interested in partnering with the Company, either globally or in territory covering at least the United States or Europe, for the development and/or commercialization of ensifentrine or (ii) the Company undergoes a change of control, the Company will have an exclusive option right to buy back the license granted to Nuance Pharma and all related assets. The price is agreed to be equal to the aggregate of (i) all prior amounts paid by Nuance Pharma to the Company in cash under the agreement and (ii) all development and regulatory costs incurred and paid by Nuance Pharma in connection with the development and commercialization of ensifentrine under the Nuance Agreement multiplied by a single-digit factor range dependent upon achievement of certain milestones, subject to a specified maximum amount. The Nuance Agreement will continue on a jurisdiction-by-jurisdiction and product-by-product basis until the expiration of royalty payment obligations with respect to such product in such jurisdiction unless earlier terminated by the parties. Either party may terminate the Nuance Agreement for an uncured material breach or bankruptcy of the other party. Nuance Pharma may also terminate the Nuance Agreement at will upon 90 days' prior written notice. The Company reviewed the buy-back option and determined that because it is conditional on a third party the Company does not have the practical ability to exercise it and, accordingly, the contract is accounted for under ASC 606. The transaction price at the Effective Date of the Nuance Agreement was $40.0 million consisting of the $25.0 million upfront cash payment and $15.0 million equity interest. Developmental and regulatory milestones, and the manufacture and supply of ensifentrine drug product, were not included in the transaction price as management determined that it is not probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Commercial milestones and sales royalties were also excluded and will be recognized when the milestones are achieved or the sales occur in Greater China. The performance obligations in the Nuance Agreement include the grant of the license (including the right to commercialize ensifentrine until the end of the term, the sharing of certain know how, and the sharing of certain clinical and regulatory data), and manufacture and supply of ensifentrine drug product. The Company has determined that the manufacturing and supply was not at a discount. The Company has determined that the license and the know how shared with Nuance Pharma constitutes functional intellectual property and that revenue relating to this should be recognized at a point in time. Consequently, the Company determined that it fulfilled its obligations to Nuance Pharma after it delivered the know how that will allow Nuance Pharma to file an investigational new drug application in Greater China. This know how was delivered in the year ended December 31, 2021, and the $40.0 million revenue was therefore recognized as revenue in this period. On the Effective Date, $4.0 million of costs of obtaining the contract were recorded as a contract asset. As of December 31, 2021, the entire cost had been recognized in the Consolidated Statements of Operations. On April 13, 2022, the Company formalized the Agreement for the Manufacture and Supply of ensifentrine (“Nuance Supply Agreement”) with Nuance Pharma. The Company determined that the manufacturing and supply of ensifentrine to Nuance represents a distinct and separate performance obligation, for which consideration to be received is variable based on the quantities to be ordered by Nuance. Revenue earned with the manufacture and supply of the licensed product is, and will be, recognized as the supply is delivered to Nuance. The Company has determined it is acting as principal in relation to the manufacture and supply under the Agreement. In its capacity as principal, the Company will recognize the associated revenue on a gross basis. As of December 31, 2022, the Company has recognized $0.5 million in relation to the clinical supply of ensifentrine to Nuance Pharma.

Benefit plans

Benefit plans	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
Benefits plans	Benefit plansThe Company maintains a 401(k) defined contribution retirement plan in the U.S. and a defined contribution plan in the U.K. for its employees and executive directors. The assets of the plans are held separately from those of the Company in independently administered funds. The retirement plan cost charge represents the contributions payable by the Company to the plans during the year. Defined contribution costs during the years ended December 31, 2022

Taxation

Taxation	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Taxation	Taxation Verona Pharma plc operates in the United Kingdom and Verona Pharma, Inc. in the United States and they are subject to income taxes in those countries. U.K. corporation tax is charged at 19% and the U.S. Federal Income tax rate is 21%. The components of (profit)/loss before income taxes are as follows (in thousands): December 31, 2022 2021 United States $ (3,868) $ (4,850) United Kingdom 72,316 60,437 Total $ 68,448 $ 55,587 The components of income tax expense are as follows (in thousands): December 31, 2022 2021 United States $ 253 $ (18) United Kingdom — — Total current tax expense/(credit) $ 253 $ (18) United States — — United Kingdom — — Total deferred tax expense — — Total income tax expense/(credit) $ 253 $ (18) A reconciliation of the U.K. statutory income tax rate to our effective income tax rate is as follows (in percentages): December 31, 2022 2021 U.K. tax rate 19.0 % 19.0 % Non-deductible expenses (1.8) % (7.5) % Research and development incentive (8.0) % (10.9) % Share options exercised 2.1 % 2.6 % Change in deferred tax valuation allowance (11.6) % (3.0) % Other differences (0.1) % (0.1) % Effective income tax rate (0.4) % 0.1 % Components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax liabilities: Contingent liability (1) $ (34,565) $ (8,903) Total deferred tax liabilities (34,565) (8,903) Deferred tax assets: Net operating losses 38,893 26,931 IPR&D asset (1) 32,700 7,992 Future exercisable shares 11,964 4,228 Other (516) 4 Total deferred tax assets 83,041 39,155 Less: valuation allowance (48,476) (30,252) Deferred tax assets, net of valuation allowance $ — $ — Movements in the deferred tax valuation allowance Valuation allowance at January 1 $ 30,252 $ 30,321 Change in tax rates — 7,353 Increase/(decrease) in valuation allowance 18,224 (7,422) Valuation allowance at December 31 $ 48,476 $ 30,252 (1) These relate to the difference in the tax base of the IP R&D asset and assumed contingent liability and the financial reporting base, which is nil under U.S. GAAP. Management has reviewed cumulative tax losses and projections of future taxable losses and determined that it is not more likely than not that they will be realized. Accordingly, valuation allowances have been provided over deferred tax assets At December 31, 2022 and December 31, 2021, the Company had U.K. net operating losses (“NOLs”) of $155.6 million and $104.3 million, respectively. The NOLs can be carried forward indefinitely to be offset against future taxable profits, but this is restricted to an annual £5 million allowance after which there will be a 50% restriction in the profits that can be covered by losses brought forward. The Company files separate income tax returns in the U.K. and the U.S. All necessary income tax filings have been completed for all years up to and including December 31, 2021, and there are no ongoing tax examinations in any jurisdiction. No interest or penalties were recognized in the consolidated statements of operations or consolidated balance sheets. As of December 31, 2022, the Company has no uncertain tax positions.

Share based compensation

Share based compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share based compensation	Share-based compensation The Company operates various share based incentive plans for its staff and issues ordinary shares or ADSs when share-based awards are exercised. The Company records share-based compensation expense related to share options and RSUs granted to employees and directors. The expense is included in research and development and selling, general and administrative costs, based on the nature of individual employees’ functions, and represents the relevant year's allocation of the expense. The costs of share-based compensation to employees are recognized in the consolidated statements of operations and comprehensive loss, together with a corresponding increase in equity over the vesting period. Options are issued with an exercise price of the closing market price on the day before the grant and generally vest over a period of one The following table shows the allocation of share-based compensation between research and development and selling, general and administrative costs (in thousands): December 31, 2022 2021 Research and development $ 5,420 $ 9,654 Selling, general and administrative 8,701 15,771 Total share-based compensation $ 14,121 $ 25,425 EMI Option Plan and Pre-IPO Option Plan The EMI Option Plan and the Pre-IPO Option Plan were adopted by our board of directors on September 18, 2006, and July 24, 2012, respectively. The total number of shares that may be issued under these plans is the current number of outstanding options over 114,000 ordinary shares, or 14,250 ADSs, for the EMI Option Plan and 1,860,000 ordinary shares, or 232,500 ADSs, for the Pre-IPO Option Plan. No further awards have been granted under either plan since the 2017 Incentive Plan was adopted, and no further awards will be granted under them. 2017 Incentive Plan The 2017 Incentive Plan was adopted by our board of directors and became effective on April 26, 2017, in order to grant share based compensation to certain of the Company’s directors and employees. It provides for the grant of stock options, RSUs, and other share-based awards to Company’s directors, officers, employees and non-employee directors. In the year ended December 31, 2019, the Company modified the terms of all RSUs issued prior to January 1, 2019 to include a market based condition, which was also included in the terms of RSUs issued during 2019. The Company's stock price must be maintained above the equivalent of £2 per ordinary share for thirty days for the RSUs to vest, in addition to the existing service condition. The RSUs vest five years after the date of grant irrespective of whether the £2 market condition was met. This modification did not result in an increase in the fair value of the RSUs. Share option activity The number of options, the weighted average grant date fair value per stock option, and the weighted average exercise price are all shown below on a per ordinary shares basis. The Company’s ADSs that are listed on the Nasdaq Global Market each represent eight ordinary shares. The following table shows share option activity and includes the options outstanding from all three plans : Number of share options Weighted average exercise price (1) Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2021 13,125,672 $ 1.41 7.3 Granted 1,696,000 0.72 Forfeited (2,126,472) 1.06 Outstanding at December 31, 2021 12,695,200 $ 1.38 6.5 $ 950 Granted 9,024,000 0.90 Forfeited (620,016) 1.04 Exercised (1,822,688) 0.75 Outstanding at December 31, 2022 19,276,496 $ 1.22 7.2 $ 39,412 Exercisable at December 31, 2022 10,382,256 $ 1.48 5.4 $ 18,543 (1) The exercise prices relate to the equivalent price for an ordinary share, calculated as one eighth of the ADS price. The following summarizes the aggregate intrinsic value and cash receipts related to stock option exercise activity for the years ended December 31: ($ in thousands) 2022 2021 Aggregate intrinsic value of stock options exercised $ 2,413 $ — Cash receipts from stock options exercised 1,372 — Determining the fair value of share options and RSUs The total fair values of the options and RSUs were estimated using the Black-Scholes option-pricing model for equity-settled compensation, amounted to $19.6 million for instruments granted in the year ended December 31, 2022 and $3.1 million for instruments granted in the year ended December 31, 2021. The cost is amortized over the vesting period of the options and RSUs on a straight-line basis using the graded-vesting method. The following assumptions were used for the Black-Scholes valuation of share options granted in 2022 and 2021. Expected volatility Volatility is calculated using historical weekly averages of the Company's share price over a period that is in line with the expected life of the options and RSUs. Fair value of ordinary shares. The fair value of ordinary shares has been based on the share price of the Company’s shares on AIM on the evening before the date of grant up until October 20, 2020 when the company delisted from AIM. Post this the fair value has been based on the ADS’s traded on Nasdaq on the evening before the date of grant. Risk-free interest rate The risk-free interest rate has been based on U.K. Government debt yield for the relevant term at the time of grant up until October 20, 2020 when the company delisted from AIM. After this appropriate U.S Treasury yield rates were used. Expected term. As the Company does not have sufficient history to estimate its expected term, the Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110. The expected term, calculated under the simplified method, is applied to all stock options which have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted Expected dividend There are no expected dividends. A summary of the weighted-average assumptions applicable to the share options granted in the applicable years is as follows: December 31, 2022 2021 Risk-free interest rate 2.09% - 4.20% 0.79% -1.32% Expected lives, years 5-7 5-7 Expected volatility 82.50% - 84.27% 85.35% - 87.68% Expected dividend yield — % — % Grant date fair value (per share) $0.34 - $1.33 $0.62 - $0.78 Restricted stock units activity The following table shows RSU activity: Number of RSUs Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at January 1, 2021 61,992,360 $ 0.98 Granted 3,030,928 0.73 Forfeited (2,002,584) 1.04 Vested (24,673,352) 0.97 Outstanding at December 31, 2021 38,347,352 0.97 1.2 Granted 12,877,864 1.07 Forfeited (1,006,264) 1.03 Vested (15,676,608) 0.96 Outstanding at December 31, 2022 34,542,344 $ 1.01 1.2 Number of RSUs outstanding Weighted average remaining vesting Period Period in which the target must be achieved RSUs subject to time based vesting 34,028,680 1.2 n/a RSUs subject to milestone based vesting 513,664 0.0 2022 - 2024 The intrinsic and fair value of RSUs that vested in the years ended December 31, 2022 and 2021, was $14.3 million and $20.2 million, respectively. As of December 31, 2022, total compensation cost related to share options and RSUs granted but not yet recognized was $20.5 million. This cost will be amortized to expense over a weighted average remaining period of 1.0 years and will be adjusted for subsequent forfeitures.

Net loss per share

Net loss per share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss per share	Net loss per share Net loss per share is calculated on an ordinary share basis. The Company’s ADSs that are listed on the Nasdaq Global Market each represent eight ordinary shares. The following table shows the computation of basic and diluted earnings per share for 2022 and 2021 (net loss in thousands, loss per share in dollars): December 31, 2022 2021 Numerator: Net loss $ (68,701) $ (55,569) Net loss available to ordinary shareholders - basic and diluted $ (68,701) $ (55,569) Denominator: Weighted-average shares outstanding - basic and diluted 529,071,526 473,188,457 Net loss per share - basic and diluted $ (0.13) $ (0.12) During the years ended December 31, 2022 and 2021, outstanding share options, RSUs and warrants of 53,818,840 and 63,443,814, respectively, were not included in the computation of diluted earnings per ordinary share, because to do so would be antidilutive.

Commitments and contingencies

Commitments and contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and contingenciesManagement is currently negotiating a matter with a supplier that has an estimated exposure of approximately $1.5 million. Management does not currently consider it probable that a payment will be made and therefore no accrual is recorded at December 31, 2022. This matter is expected to be resolved within the next 12 months.

Related party transactions and

Related party transactions and other shareholder matters	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related party transactions and other shareholder matters	Related party transactions and other shareholder mattersIn the years ended December 31, 2022 and 2021 there were no related party transactions.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of presentation and consolidation	Basis of presentation and consolidation The consolidated financial statements include the accounts of Verona Pharma plc and its wholly-owned subsidiaries Verona Pharma, Inc. and Rhinopharma through to its dissolution in June 2021. All inter-company balances and transactions have been eliminated. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and the following accounting policies have been consistently applied. At the end of the second quarter of 2020, the Company determined that it no longer qualified as a Foreign Private Issuer under SEC rules. As a result, beginning January 1, 2021, the Company was required to report with the SEC on domestic forms and comply with domestic company rules in the United States. The transition to U.S. GAAP was made retrospectively for all periods from the Company’s inception.
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual and prepayment of research and development expenses and the fair value of share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates.
Business combinations	Business combinations The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. The excess of the cost of acquisition over the fair value of the Company's share of the identifiable net assets acquired is recorded as goodwill. Identifiable ass ets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred and included in administrative expenses.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of ninety days or less at acquisition to be cash equivalents. Cash and cash equivalents includes deposits held at call with banks, and in money market funds investing in U.S. and U.K. government debt and liquid securities from highly rated institutions.
Short term investments	Equity interest As part of the Nuance Agreement, the Company received an equity interest in Nuance Biotech, the parent company of Nuance Pharma (see Note 8). As Nuance Biotech’s securities are not publicly traded the equity interest’s fair value is not readily determinable. The Company therefore follows guidance from ASC 321-10-35-2 and uses the fair value measurement alternative and measures the securities at cost, which is deemed to be the value indicated by the last observable transaction in Nuance Biotech's stock, subject to impairment. The valuation will be adjusted for any observable price changes in orderly transactions for an identical or similar investment in Nuance Biotech, or if there is an indicator of impairment.
Furniture and equipment, net	Furniture and equipment, net Furniture and equipment comprise office furniture and computer equipment and are stated at cost less accumulated depreciation, which is calculated on a straight-line basis over the expected useful economic lives, generally two
Goodwill	Goodwill Goodwill consists of goodwill related to the acquisition of Rhinopharma. Goodwill is not amortized but periodically tested for impairment.
Impairment of long-lived assets	Impairment of long-lived assetsThe Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of assets may not be fully recoverable.
Revenue recognition	Revenue recognition The Company’s revenue consists of revenue from the Company’s strategic agreements for the development and commercialization of ensifentrine. The terms of the agreements typically include non-refundable upfront fees, payments based upon achievement of milestones and eventually revenue from the commercialized product. These agreements usually have both fixed and variable consideration. Non-refundable upfront fees are considered fixed, while milestone payments and revenue from the commercialized product are identified as variable consideration. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under agreements within the scope of ASC Topic 606, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. The Company’s performance obligations include intellectual property rights, (which include the license, patents and developmental and regulatory data) and manufacturing and supply. Management are required to judge when performance obligations are satisfied and consequently when revenue is recognized. The Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised goods or service underlying each performance obligation. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. If the right to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the right when the right is transferred to the customer, and the customer can use and benefit from the right. At the inception of the arrangement, the Company evaluates whether the development milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company, such as approvals from regulators, are not considered probable of being achieved until those approvals are received.
Research and development costs	Research and development costs Research and development (“R&D”) costs are expensed as incurred. Research and development expenses include salaries, share-based compensation and benefits of employees, and other costs related to the Company’s R&D activities, including contracts with clinical research organizations and contract manufacturers. The Company is required to estimate its expenses resulting from its obligations under contracts with vendors and consultants and clinical site agreements in connection with its R&D efforts. The financial terms of these contracts are subject to negotiations which vary contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate clinical trial expenses in its consolidated financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the trials and other development activities. Judgment is applied in determining assumptions related to patient progression and the timing of various aspects of the trial used to measure progress. The Company determines prepaid and accrual estimates through discussions with applicable personnel and outside service providers as to the progress of clinical trials, or other services completed. During the course of a clinical trial, the Company adjusts its
Share-based compensation	Share-based compensation The Company has a share-based compensation plan under which various types of equity-based awards may be granted, including stock options and restricted stock units (RSUs). The fair value of share options and RSUs, which are subject to milestone or service conditions with graded vesting, are recognized as compensation expense on a straight-line basis using the graded-vesting method; f orfeitures are recognized as they occur. The Company uses the fair-value based method to determine compensation for all arrangements under which employees receive shares. The fair value of each option and RSU is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatility is based on the historical volatility of the Company’s ordinary shares over the expected term of the options. The expected term of options granted is derived using the simplified method, which computes the expected term as the average of the sum of the vesting term plus the contract term. Historically the risk-free rate has been based on the appropriate U.K. government debt yield. After delisting its Ordinary shares from AIM on October 30, 2020, the Company used U.S. government debt yields.
Other income - U.K. R&D tax credits	Other income - United Kingdom R&D tax credits Other income relates to R&D tax credits receivable in the UK. As a company that carries out extensive research and development activities, Verona is subject to the UK R&D Small and Medium Enterprise (“SME”) Program. Qualifying expenditures largely comprise employment costs for research staff, consumables, a proportion of relevant, permitted sub-contract costs and certain internal overhead costs incurred as part of research projects for which it does not receive income. Tax credits related to the SME Program are received as cash and are recorded as other income, as they are akin to grant income, in the consolidated statements of operations and comprehensive loss.
Income taxes	Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method, whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. ASC 740 establishes a single model to address accounting for uncertain tax positions. ASC 740 clarified the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The Company has no uncertain tax positions.
Comprehensive loss	Comprehensive loss The Company accounts for comprehensive loss in accordance with ASC 220, “Income Statement - Reporting Comprehensive Income”. Comprehensive income represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders.
Segment Reporting	Segment Reporting The Company has one operating and reportable segment, pharmaceutical development. The Company’s long-lived assets are held in the United Kingdom.
Foreign Currencies	Foreign Currencies Reporting and functional currencies The consolidated financial statements are reported in U.S. dollars, which is also the functional currency of our subsidiary. Transactions in foreign currencies are remeasured into our functional currency at the rate of exchange prevailing at the date of the transaction. Any monetary assets and liabilities arising from these transactions are remeasured into our functional currency at exchange rates prevailing at the balance sheet date or on settlement. Resulting gains and losses are recorded in foreign exchange loss in our consolidated statements of operations.
Treasury shares	Treasury shares In the year ended December 31, 2020, the Company incorporated a trust to facilitate the acquisition of shares, by or for the benefit of employees and former employees. In the year ended December 31, 2022, the Company issued 28.0 million ordinary shares (equivalent to 3.5 million ADSs) to cover expected shares issued upon the vesting of share awards to employees. The Company issued no ordinary shares in the year ended December 31, 2021. The Company has the indirect ability to control the trust as trustees are required to act in accordance with the trust deed and because the Company controls the issuance of shares to cover awards. As a consequence, the trust is consolidated into the Company’s consolidated financial statements. The shares that were issued to the trust that have not been issued to employees to satisfy vesting of share awards are included in the Consolidated Balance Sheets as treasury shares.
Fair value of financial instruments	Fair value of financial instruments US GAAP defines fair value and requires companies to establish a framework for measuring fair value and disclosure about fair value measurements using a three-tier approach. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, an equity interest, other assets, accounts payable and accrued expenses and other liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. The equity interest is held at cost subject to impairment, following guidance from ASC 321-10-35-2 . The carrying amounts of the other instruments are considered to be representative of their fair values because of their short-term nature.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank deposits and certain receivables. The Company holds cash and cash equivalents with highly rated financial institutions and in highly rated money market funds and the Company has not experienced any significant credit losses in these accounts and does not believe the Company is exposed to any significant credit risk on these instruments.
Lease accounting	Lease accounting The company accounts for leases in accordance with ASU No. 2016-02, “Leases” (Topic 842) (“ASC 842”). The standard requires lessees to recognize almost all leases on the balance sheet as right-of-use (“ROU”) assets and lease liabilities, and requires leases to be classified as either operating or finance type leases. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU ass ets and liabilities are recognized at the commencement date based on the present value of remaining lease payments. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As the Company's leases do not provide an implicit rate, the Company determines the incremental borrowing rate in calculating the present value of lease payments. The ROU assets also include any lease payments made prior to commencement and are recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease. When it is reasonably certain the Company will exercise such options the lease will be recognized as a liability and a corresponding ROU asset also recognized. Operating leases are included in Right-of-use assets and in Current and non-current operating lease liabilities on the Company's Consolidated Balance Sheets.
Recently issued accounting pronouncements, not yet adopted	Recently issued accounting pronouncements, not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). The purpose of this amendment is to create a two tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies (“SRCs”), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until fiscal periods beginning after December 15, 2022. Under the current SEC definitions, we meet the definition of an SRC as of the ASU 2019-10 issuance date and are deferring adoption for ASU 2016-13. The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Prepaid expenses (Tables)

Prepaid expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Summary of Prepaid Expenses	Prepaid expenses consisted of the following (in thousands): December 31, 2022 2021 Clinical trial and other development costs $ 38 $ 2,169 Insurance 2,027 1,555 Other 434 313 Total prepaid expenses $ 2,499 $ 4,037

Property leases (Tables)

Property leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Minimum Annual Operating Lease Payments	Minimum annual payments over the remaining lease periods as of December 31, 2022 are as follows (in thousands): 2023 $ 675 2024 215 2025 17 Total minimum future lease payments $ 907 Less: imputed interest (27) Total operating lease liabilities $ 880

Accrued expenses (Tables)

Accrued expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Clinical trial and other development costs $ 12,314 $ 21,336 Professional fees, listing and general corporate costs 1,364 919 People related costs 74 1 Total accrued expenses $ 13,752 $ 22,256

Warrants (Tables)

Warrants (Tables)	12 Months Ended
	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Fair Value Valuation Assumptions of Warrants	The warrants were valued using the Black-Scholes model and the table below presents the assumptions used: December 31, 2021 Exercise price in pounds sterling £ 1.7238 Risk-free interest rate 0.07 % Expected term to exercise 0.33 Annualized volatility 51.6 % Dividend rate — % Calculated value of the warrants, in thousands of U.S. dollars $ —
Schedule of Movement of the Value of the Warrants	The following table shows the movement of the value of the warrants (in thousands): December 31, 2021 At January 1 $ 2,246 Fair value adjustment (2,246) At December 31 $ —

Taxation (Tables)

Taxation (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Components of loss before income taxes	The components of (profit)/loss before income taxes are as follows (in thousands): December 31, 2022 2021 United States $ (3,868) $ (4,850) United Kingdom 72,316 60,437 Total $ 68,448 $ 55,587
Components of income tax expense	The components of income tax expense are as follows (in thousands): December 31, 2022 2021 United States $ 253 $ (18) United Kingdom — — Total current tax expense/(credit) $ 253 $ (18) United States — — United Kingdom — — Total deferred tax expense — — Total income tax expense/(credit) $ 253 $ (18)
Reconciliation of the U.K. statutory income tax rate	A reconciliation of the U.K. statutory income tax rate to our effective income tax rate is as follows (in percentages): December 31, 2022 2021 U.K. tax rate 19.0 % 19.0 % Non-deductible expenses (1.8) % (7.5) % Research and development incentive (8.0) % (10.9) % Share options exercised 2.1 % 2.6 % Change in deferred tax valuation allowance (11.6) % (3.0) % Other differences (0.1) % (0.1) % Effective income tax rate (0.4) % 0.1 %
Deferred tax assets and liabilities	omponents of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax liabilities: Contingent liability (1) $ (34,565) $ (8,903) Total deferred tax liabilities (34,565) (8,903) Deferred tax assets: Net operating losses 38,893 26,931 IPR&D asset (1) 32,700 7,992 Future exercisable shares 11,964 4,228 Other (516) 4 Total deferred tax assets 83,041 39,155 Less: valuation allowance (48,476) (30,252) Deferred tax assets, net of valuation allowance $ — $ — Movements in the deferred tax valuation allowance Valuation allowance at January 1 $ 30,252 $ 30,321 Change in tax rates — 7,353 Increase/(decrease) in valuation allowance 18,224 (7,422) Valuation allowance at December 31 $ 48,476 $ 30,252 (1) These relate to the difference in the tax base of the IP R&D asset and assumed contingent liability and the financial reporting base, which is nil under U.S. GAAP.

Share based compensation (Table

Share based compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Allocation of Share Based Compensation Expense	The following table shows the allocation of share-based compensation between research and development and selling, general and administrative costs (in thousands): December 31, 2022 2021 Research and development $ 5,420 $ 9,654 Selling, general and administrative 8,701 15,771 Total share-based compensation $ 14,121 $ 25,425
Share Option Activity	The following table shows share option activity and includes the options outstanding from all three plans : Number of share options Weighted average exercise price (1) Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2021 13,125,672 $ 1.41 7.3 Granted 1,696,000 0.72 Forfeited (2,126,472) 1.06 Outstanding at December 31, 2021 12,695,200 $ 1.38 6.5 $ 950 Granted 9,024,000 0.90 Forfeited (620,016) 1.04 Exercised (1,822,688) 0.75 Outstanding at December 31, 2022 19,276,496 $ 1.22 7.2 $ 39,412 Exercisable at December 31, 2022 10,382,256 $ 1.48 5.4 $ 18,543 (1) The exercise prices relate to the equivalent price for an ordinary share, calculated as one eighth of the ADS price. The following summarizes the aggregate intrinsic value and cash receipts related to stock option exercise activity for the years ended December 31: ($ in thousands) 2022 2021 Aggregate intrinsic value of stock options exercised $ 2,413 $ — Cash receipts from stock options exercised 1,372 —
Schedule of Weighted-Average Assumptions	A summary of the weighted-average assumptions applicable to the share options granted in the applicable years is as follows: December 31, 2022 2021 Risk-free interest rate 2.09% - 4.20% 0.79% -1.32% Expected lives, years 5-7 5-7 Expected volatility 82.50% - 84.27% 85.35% - 87.68% Expected dividend yield — % — % Grant date fair value (per share) $0.34 - $1.33 $0.62 - $0.78
Restricted Stock Unit Activity	The following table shows RSU activity: Number of RSUs Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at January 1, 2021 61,992,360 $ 0.98 Granted 3,030,928 0.73 Forfeited (2,002,584) 1.04 Vested (24,673,352) 0.97 Outstanding at December 31, 2021 38,347,352 0.97 1.2 Granted 12,877,864 1.07 Forfeited (1,006,264) 1.03 Vested (15,676,608) 0.96 Outstanding at December 31, 2022 34,542,344 $ 1.01 1.2 Number of RSUs outstanding Weighted average remaining vesting Period Period in which the target must be achieved RSUs subject to time based vesting 34,028,680 1.2 n/a RSUs subject to milestone based vesting 513,664 0.0 2022 - 2024

Net loss per share (Tables)

Net loss per share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Computation of Basic and Diluted Earning Per Share	The following table shows the computation of basic and diluted earnings per share for 2022 and 2021 (net loss in thousands, loss per share in dollars): December 31, 2022 2021 Numerator: Net loss $ (68,701) $ (55,569) Net loss available to ordinary shareholders - basic and diluted $ (68,701) $ (55,569) Denominator: Weighted-average shares outstanding - basic and diluted 529,071,526 473,188,457 Net loss per share - basic and diluted $ (0.13) $ (0.12)

Organization and description _2

Organization and description of business operations (Details) $ / shares in Units, $ in Thousands		2 Months Ended	12 Months Ended
	Aug. 15, 2022 USD ($) $ / shares shares	Mar. 03, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) subsidiary shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 £ / shares	Dec. 31, 2022 USD ($) $ / shares Rate	Oct. 14, 2022 USD ($)	Dec. 31, 2021 £ / shares	Dec. 31, 2021 USD ($) $ / shares	Mar. 31, 2021 USD ($)	Nov. 30, 2020 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of wholly owned subsidiaries | subsidiary			1
Class of Stock [Line Items]
Accumulated deficit						$ 333,097			$ 263,716
Number of shares issued in sale (in shares) | shares			80,696	873,104
Number of ordinary shares per ADS	8					800%
Common stock, par value (in pounds sterling per share) | (per share)	$ 0.05				£ 0.05			£ 0.05
Sale of stock price per share (in dollars per share) | $ / shares						$ 0.86			$ 0.86
Consideration received from sale of stock			$ 100	$ 700
Subsequent Event
Class of Stock [Line Items]
Number of shares issued in sale (in shares) | shares		20,321,384
Sale of stock price per share (in dollars per share) | $ / shares		$ 2.88
Consideration received from sale of stock		$ 56,900
Term Loan Facility | Secured Debt
Class of Stock [Line Items]
Debt instrument, face amount											$ 30,000
Line of Credit | Oxford Term Loan
Class of Stock [Line Items]
Maximum borrowing capacity							$ 150,000
Public Stock Offering
Class of Stock [Line Items]
Consideration received from sale of stock	$ 140,200
American Depository Shares
Class of Stock [Line Items]
Maximum aggregate offering price										$ 100,000
Number of shares issued in sale (in shares) | shares			10,087	109,138
Sale of stock price per share (in dollars per share) | $ / shares						$ 6.86			$ 6.91
Remaining ordinary shares available for sale						$ 99,200			$ 99,300
American Depository Shares | Subsequent Event
Class of Stock [Line Items]
Number of shares issued in sale (in shares) | shares		2,540,173
Sale of stock price per share (in dollars per share) | $ / shares		$ 23.08
Remaining ordinary shares available for sale		$ 40,600
American Depository Shares | Public Stock Offering
Class of Stock [Line Items]
Number of shares issued in sale (in shares) | shares	14,260,000
Sale of stock price per share (in dollars per share) | $ / shares	$ 10.50
American Depository Shares | Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in sale (in shares) | shares	1,860,000

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting policies (Details) shares in Millions	12 Months Ended
	Dec. 31, 2022 segment shares	Dec. 31, 2021 shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of operating segments | segment	1
Number of reportable segments | segment	1
Ordinary shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Issuance of ordinary shares to treasury (in shares) | shares	28	0
Issuance of ordinary shares to treasury as ADS equivalent (in shares) | shares	3.5
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Furniture and equipment, useful life	2 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Furniture and equipment, useful life	5 years

Prepaid expenses (Details)

Prepaid expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Clinical trial and other development costs	$ 38	$ 2,169
Insurance	2,027	1,555
Other	434	313
Total prepaid expenses	$ 2,499	$ 4,037

Property leases - Narrative (De

Property leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Discount rate (in percent)	4%	8%
Weighted average remaining lease term	1 year 6 months	1 year 9 months 18 days
Operating lease expense	$ 0.6
London | Building
Lessee, Lease, Description [Line Items]
Right-of-use assets recognized with associated liability	$ 0.7	$ 0.6

Property leases - Maturity (Det

Property leases - Maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 675
2024	215
2025	17
Total minimum future lease payments	907
Less: imputed interest	(27)
Total operating lease liabilities	$ 880

Accrued expenses (Details)

Accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Clinical trial and other development costs	$ 12,314	$ 21,336
Professional fees, listing and general corporate costs	1,364	919
People related costs	74	1
Total accrued expenses	$ 13,752	$ 22,256

Warrants - Narrative (Details)

Warrants - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 shares	Dec. 31, 2021 £ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2016 £ / shares shares
Other Liabilities Disclosure [Abstract]
Number of warrants exercised and forfeited	0	0
Stock warrants (in shares)			12,401,262	31,115,926
Issue price of warrants (in pounds sterling per share) | £ / shares				£ 1.4365
Number of shares called by each warrant				0.4
Exercise price of stock warrant (in pound sterling per share) | £ / shares		£ 1.7238		£ 1.7238
Number of outstanding warrants			31,003,155
Intrinsic value | $			$ 0

Warrants - Fair Value Assumptio

Warrants - Fair Value Assumptions (Details) $ in Thousands	Dec. 31, 2021 £ / shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2016 £ / shares shares
Class of Warrant or Right [Line Items]
Stock warrants (in shares) | shares		12,401,262	31,115,926
Exercise price of stock warrant (in pound sterling per share) | £ / shares	£ 1.7238		£ 1.7238
Expected term to exercise		3 months 29 days
Calculated value of the warrants, in thousands of U.S. dollars | $		$ 0
Risk-free interest rate
Class of Warrant or Right [Line Items]
Measurement Input		0.0007
Annualized volatility
Class of Warrant or Right [Line Items]
Measurement Input		0.516
Dividend rate
Class of Warrant or Right [Line Items]
Measurement Input		0

Warrants - Movement in Value (D

Warrants - Movement in Value (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Warrant Activity
At January 1	$ 2,246
Fair value adjustment	(2,246)
At December 31	$ 0

Term loan (Details)

Term loan (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 14, 2022 USD ($) loanAdvance	Nov. 30, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Proceeds from issuance of Oxford Term Loan			$ 10,000	$ 0
Term Loan Facility | Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount		$ 30,000
Proceeds from issuance of Oxford Term Loan		5,000
Term B Loan | Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount		10,000
Term C Loan | Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount		$ 15,000
Oxford Term Loan | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 150,000
Line of Credit Facility, Number of Loan Advances | loanAdvance	4
Debt Instrument, Prepayment Fee, Percentage	2%
Oxford Term Loan | Line of Credit | Base Rate
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	2%
Oxford Term Loan | Line of Credit | Minimum
Debt Instrument [Line Items]
Debt Instrument, Final Payment, Percentage of Principal Amount	1.30%
Oxford Term Loan | Line of Credit | Maximum
Debt Instrument [Line Items]
Debt Instrument, Final Payment, Percentage of Principal Amount	3%
Oxford Term A Loan | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000
Oxford Term A Loan | Line of Credit | Debt Instrument Interest Rate, Period One | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	5.50%
Oxford Term A Loan | Line of Credit | Debt Instrument Interest Rate, Period One | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.38%
Oxford Term A Loan | Line of Credit | Debt Instrument Interest Rate, Period One | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	7.88%
Oxford Term A Loan | Line of Credit | Debt Instrument Interest Rate, Period Two | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	8.54205%
Oxford Term B, C, D, E Loan | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 140,000
Oxford Term B Loan | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	10,000
Oxford Term C Loan | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	20,000
Oxford Term D Loan | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	60,000
Oxford Term E Loan | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000

Significant agreements (Details

Significant agreements (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($) tradingDay	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 09, 2021 USD ($)
Ligand UK Development Limited
Capitalized Contract Cost [Line Items]
Sublicense Payment	$ 2,000
Sublicense Payment, Equity Issuance, Threshold Trading Days | tradingDay	10
Ligand UK Development Limited | Selling, General and Administrative Expenses
Capitalized Contract Cost [Line Items]
Sublicense Payment	$ 2,000
Ligand UK Development Limited | First Commercial Sale
Capitalized Contract Cost [Line Items]
Sublicense Payment	$ 15,000
Nuance (Shanghai) Pharma Co Ltd
Capitalized Contract Cost [Line Items]
Transaction price			$ 40,000	$ 40,000
Accounts receivable				25,000
Equity interest receivable		$ 15,000		15,000
Future eligible milestone payments				179,000
Deferred revenue		25,000		25,000
Capitalized Contract Cost, Net				$ 4,000
Contract with Customer, Liability, Revenue Recognized		$ 500

Benefit plans (Details)

Benefit plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Contribution cost	$ 319	$ 274

Taxation - Loss Before Tax (Det

Taxation - Loss Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (3,868)	$ (4,850)
United Kingdom	72,316	60,437
Total	$ 68,448	$ 55,587

Taxation - Tax Expense (Benefit

Taxation - Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ 253	$ (18)
United Kingdom	0	0
Total current tax expense/(credit)	253	(18)
United States	0	0
United Kingdom	0	0
Total deferred tax expense	0	0
Total income tax expense/(credit)	$ 253	$ (18)

Taxation - Reconciliation of St

Taxation - Reconciliation of Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.K. tax rate	19%	19%
Non-deductible expenses	(1.80%)	(7.50%)
Research and development incentive	(8.00%)	(10.90%)
Share options exercised	2.10%	2.60%
Change in deferred tax valuation allowance	(11.60%)	(3.00%)
Other differences	(0.10%)	(0.10%)
Effective income tax rate	(0.40%)	0.10%

Taxation - Deferred Tax Assets

Taxation - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred tax liabilities:
Contingent liability	$ (34,565)	$ (8,903)
Total deferred tax liabilities	(34,565)	(8,903)
Deferred tax assets:
Net operating losses	38,893	26,931
IPR&D asset	32,700	7,992
Future exercisable shares	11,964	4,228
Other	(516)	4
Total deferred tax assets	83,041	39,155
Less: valuation allowance	(48,476)	(30,252)
Deferred tax assets, net of valuation allowance	0	0
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset
Valuation Allowance [Roll Forward]
Valuation allowance at January 1	30,252	30,321
Change in tax rates	0	7,353
Increase/(decrease) in valuation allowance	18,224	(7,422)
Valuation allowance at December 31	$ 48,476	$ 30,252

Taxation - Narrative (Details)

Taxation - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss	$ 155,600,000	$ 104,300,000
Interest and penalties recognized	0	0
Interest accrued	0	0
Penalties accrued	$ 0	$ 0

Share based compensation - Shar

Share based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 14,121	$ 25,425
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	5,420	9,654
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 8,701	$ 15,771

Share based compensation - Narr

Share based compensation - Narrative (Details) $ in Millions	12 Months Ended			69 Months Ended
	Dec. 31, 2022 USD ($) Rate shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2019 £ / shares	Dec. 31, 2022 USD ($) Rate shares	Aug. 15, 2022	Jul. 24, 2012 shares	Sep. 18, 2006 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number granted (in shares)	9,024,000	1,696,000
Number of ordinary shares per ADS	800%			800%	8
Fair value for instruments granted during period | $	$ 19.6	$ 3.1
Cost related to share options and RSUs granted but not yet recognized | $	$ 20.5			$ 20.5
Expected period for recognition	1 year
EMI Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number granted (in shares)				0
Pre-IPO Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number granted (in shares)				0
Share Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contract life	10 years
Share Options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Share Options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years
Share Options | EMI Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized							114,000
Number of American Depository Shares authorized							14,250
Further awards to be granted (in shares)	0			0
Share Options | Pre-IPO Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized						1,860,000
Number of American Depository Shares authorized						232,500
Further awards to be granted (in shares)	0			0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic and fair value, vested | $	$ 14.3	$ 20.2
Restricted Stock Units | 2017 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			5 years
Minimum stock price required to vest (in pound sterling per share) | £ / shares			£ 2
Period to maintain minimum stock price			30 days

Share based compensation - Sh_2

Share based compensation - Share Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares Rate shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares	Aug. 15, 2022
Share-Based Payment Arrangement [Abstract]
Number of ordinary shares per ADS	800%			8
Number of share options
Beginning balance outstanding | shares	12,695,200	13,125,672
Granted | shares	9,024,000	1,696,000
Forfeited | shares	(620,016)	(2,126,472)
Exercised | shares	(1,822,688)
Ending balance outstanding | shares	19,276,496	12,695,200	13,125,672
Exercisable | shares	10,382,256
Weighted average exercise price
Outstanding, Beginning Balance, Weighted average exercise price (in dollars per share) | $ / shares	$ 1.38	$ 1.41
Granted, Weight average exercise price (in dollars per share) | $ / shares	0.90	0.72
Forfeited, Weight average exercise price (in dollars per share) | $ / shares	1.04	1.06
Exercised, Weight average exercise price (in dollars per share) | $ / shares	0.75
Outstanding, Ending Balance, Weighted average exercise price (in dollars per share) | $ / shares	1.22	$ 1.38	$ 1.41
Exercisable, Weight average exercise price (in dollars per share) | $ / shares	$ 1.48
Stock option activity, additional disclosures
Outstanding, Weighted average remaining contractual term (years)	7 years 2 months 12 days	6 years 6 months	7 years 3 months 18 days
Exercisable, Aggregate intrinsic value (in dollars) | $	$ 18,543
Outstanding, Aggregate intrinsic value (in dollars) | $	$ 39,412	$ 950
Exercisable, Weighted average remaining contractual term (years)	5 years 4 months 24 days
Aggregate intrinsic value of stock options exercised | $	$ 2,413	0
Proceeds from exercise of share options | $	$ 1,372	$ 0

Share based compensation - Weig

Share based compensation - Weighted-Average Assumptions (Details) - Share Options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	2.09%	0.79%
Risk-free interest rate, maximum	4.20%	1.32%
Expected volatility, minimum	82.50%	85.35%
Expected volatility, maximum	84.27%	87.68%
Expected dividend yield	0%	0%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected lives, years	5 years	5 years
Grant date fair value (in dollars per share)	$ 0.34	$ 0.62
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected lives, years	7 years	7 years
Grant date fair value (in dollars per share)	$ 1.33	$ 0.78

Share based compensation - RSU

Share based compensation - RSU Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Weighted average grant date fair value
Beginning balance (in dollars per share)	$ 0.97	$ 0.98
Granted (in dollars per share)	1.07	0.73
Forfeited (in dollars per share)	1.03	1.04
Vested (in dollars per share)	0.96	0.97
Ending balance (in dollars per share)	$ 1.01	$ 0.97
Restricted Stock Units
RSU Activity
Outstanding, beginning balance	38,347,352	61,992,360
Granted	12,877,864	3,030,928
Forfeited	(1,006,264)	(2,002,584)
Vested	(15,676,608)	(24,673,352)
Outstanding, ending balance	34,542,344	38,347,352
Weighted average grant date fair value
Outstanding, Weighted average remaining contractual term	1 year 2 months 12 days	1 year 2 months 12 days
Number of RSUs outstanding	34,542,344	38,347,352
Time-Based Vesting
RSU Activity
Outstanding, ending balance	34,028,680
Weighted average grant date fair value
Number of RSUs outstanding	34,028,680
Weighted average remaining vesting Period	1 year 2 months 12 days
Milestone-Based Vesting
RSU Activity
Outstanding, ending balance	513,664
Weighted average grant date fair value
Number of RSUs outstanding	513,664
Weighted average remaining vesting Period	0 years

Net loss per share - Computatio

Net loss per share - Computation (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares Rate shares	Dec. 31, 2021 USD ($) $ / shares shares	Aug. 15, 2022
Earnings Per Share [Abstract]
Number of ordinary shares per ADS	800%		8
Numerator:
Net loss | $	$ (68,701)	$ (55,569)
Net loss available to ordinary shareholders - basic | $	(68,701)	(55,569)
Net loss available to ordinary shareholders - diluted | $	$ (68,701)	$ (55,569)
Denominator:
Weighted-average shares outstanding - basic (in shares) | shares	529,071,526	473,188,457
Weighted-average shares outstanding - diluted (in shares) | shares	529,071,526	473,188,457
Loss per ordinary share, diluted (in dollars per share) | $ / shares	$ (0.13)	$ (0.12)
Loss per ordinary share, basic (in dollars per share) | $ / shares	$ (0.13)	$ (0.12)
Antidilutive securities excluded from computation of loss per share (in shares) | shares	53,818,840	63,443,814

Commitments and contingencies (

Commitments and contingencies (Details)	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency, Estimate of Possible Loss	$ 1,500,000
Loss Contingency Accrual	$ 0