Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ITRM | ||
Entity Registrant Name | Iterum Therapeutics plc | ||
Entity Central Index Key | 0001659323 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Ordinary Shares, $0.01 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-38503 | ||
Entity Incorporation, State or Country Code | L2 | ||
Entity Tax Identification Number | 98-1283148 | ||
Entity Address, Address Line One | Fitzwilliam Court | ||
Entity Address, Address Line Two | 1st Floor | ||
Entity Address, Address Line Three | Leeson Close | ||
Entity Address, City or Town | Dublin 2 | ||
Entity Address, Country | IE | ||
Entity Address, Postal Zip Code | Not applicable | ||
City Area Code | +353 | ||
Local Phone Number | 1 669-4820 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 12,705,961 | ||
Auditor Firm ID | 1116 | ||
Auditor Name | KPMG | ||
Auditor Location | Dublin, Ireland | ||
Entity Public Float | $ 36.7 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference information from the definitive proxy statement for the Registrant’s 2023 Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year ended December 31, 2022. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,092 | $ 27,446 |
Short-term investments | 39,712 | 53,898 |
Prepaid expenses and other current assets | 1,338 | 1,922 |
Income taxes receivable | 302 | |
Total current assets | 62,444 | 83,266 |
Intangible asset, net | 1,719 | 3,435 |
Property and equipment, net | 69 | 91 |
Restricted cash | 34 | 64 |
Other assets | 2,567 | 4,653 |
Total assets | 66,833 | 91,509 |
Current liabilities: | ||
Accounts payable | 2,774 | 878 |
Accrued expenses | 4,346 | 1,165 |
Derivative liability | 196 | 6,058 |
Current portion of long-term debt | 1,627 | |
Other current liabilities | 1,748 | 2,992 |
Income taxes payable | 221 | |
Total current liabilities | 9,064 | 12,941 |
Long-term debt, less current portion | 10,094 | 6,930 |
Royalty-linked notes | 18,372 | 17,968 |
Other liabilities | 1,304 | 3,436 |
Total liabilities | 38,834 | 41,275 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity | ||
Undesignated preferred shares, $0.01 par value per share: 100,000,000 shares authorized at December 31, 2022 and December 31, 2021; no shares issued at December 31, 2022 and December 31, 2021 | ||
Ordinary shares, $0.01 par value per share: 20,000,000 shares authorized at December 31, 2022 and December 31, 2021, 12,598,641 shares issued at December 31, 2022; 12,185,019 shares issued at December 31, 2021 | 126 | 122 |
Additional paid-in capital | 451,150 | 428,605 |
Accumulated deficit | (422,927) | (378,493) |
Accumulated other comprehensive loss | (350) | |
Total shareholders' equity | 27,999 | 50,234 |
Total liabilities and shareholders' equity | $ 66,833 | $ 91,509 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Aug. 17, 2022 | Dec. 31, 2021 | Jan. 28, 2021 |
Statement of Financial Position [Abstract] | ||||
Undesignated preferred shares, par value | $ 0.01 | $ 0.01 | ||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | ||
Undesignated preferred shares issued | 0 | 0 | ||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | ||
Ordinary shares, shares issued | 12,598,641 | 12,185,019 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Research and development | $ (17,617) | $ (10,712) | $ (21,074) |
General and administrative | (12,766) | (13,825) | (11,052) |
Total operating expenses | (30,383) | (24,537) | (32,126) |
Operating loss | (30,383) | (24,537) | (32,126) |
Interest expense, net | (2,361) | (5,553) | (15,097) |
Financing transaction costs | (2,848) | ||
Adjustments to fair value of derivatives | 5,458 | (60,964) | (1,745) |
Cancellation of share options | (17,350) | ||
Extinguishment of debt | 340 | ||
Other income, net | 503 | 195 | 213 |
Total other expense | (13,750) | (66,322) | (19,137) |
Loss before income taxes | (44,133) | (90,859) | (51,263) |
Income tax expense | (301) | (705) | (743) |
Net loss | $ (44,434) | $ (91,564) | $ (52,006) |
Net loss per share - basic | $ (3.63) | $ (8.41) | $ (32.49) |
Net loss per share - diluted | $ (3.63) | $ (8.41) | $ (32.49) |
Weighted average ordinary shares outstanding - basic | 12,236,607 | 10,891,178 | 1,600,655 |
Weighted average ordinary shares outstanding - diluted | 12,236,607 | 10,891,178 | 1,600,655 |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (44,434) | $ (91,564) | $ (52,006) |
Unrealized loss on marketable securities | (350) | ||
Comprehensive loss | $ (44,784) | $ (91,564) | $ (52,006) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity / (Deficit) - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2019 | $ (26,238) | $ 10 | $ 208,675 | $ (234,923) | |
Beginning balance (in shares) at Dec. 31, 2019 | 991,265 | ||||
Issuance of ordinary shares, net | 13,332 | $ 23 | 13,309 | ||
Issuance of ordinary shares, net (in shares) | 2,304,137 | ||||
Share-based compensation expense | 2,759 | 2,759 | |||
Issuance of warrants for ordinary shares | 11,594 | 11,594 | |||
Net loss | (52,006) | (52,006) | |||
Ending balance at Dec. 31, 2020 | (50,559) | $ 33 | 236,337 | (286,929) | |
Ending balance (in shares) at Dec. 31, 2020 | 3,295,402 | ||||
Issuance of ordinary shares, net | 68,162 | $ 39 | 68,123 | ||
Issuance of ordinary shares, net (in shares) | 3,879,300 | ||||
Share-based compensation expense | 4,319 | 4,319 | |||
Issuance of warrants for ordinary shares | 6,199 | 6,199 | |||
Exercise of warrants for ordinary shares | 15,289 | $ 14 | 15,275 | ||
Exercise of warrants for ordinary shares (in shares) | 1,417,761 | ||||
Issuance of ordinary shares on conversion of exchangeable notes | 98,388 | $ 36 | 98,352 | ||
Issuance of ordinary shares on conversion of exchangeable notes (in shares) | 3,592,556 | ||||
Net loss | (91,564) | (91,564) | |||
Ending balance at Dec. 31, 2021 | 50,234 | $ 122 | 428,605 | (378,493) | |
Ending balance (in shares) at Dec. 31, 2021 | 12,185,019 | ||||
Issuance of ordinary shares, net | 441 | $ 4 | 437 | ||
Issuance of ordinary shares, net (in shares) | 413,622 | ||||
Share-based compensation expense | $ 4,758 | 4,758 | |||
Issuance of ordinary shares on conversion of exchangeable notes (in shares) | 3,592,555 | ||||
Cancellation of share options | $ 17,350 | 17,350 | |||
Net loss | (44,434) | (44,434) | |||
Unrealized loss on available-for-sale securities | (350) | $ (350) | |||
Ending balance at Dec. 31, 2022 | $ 27,999 | $ 126 | $ 451,150 | $ (422,927) | $ (350) |
Ending balance (in shares) at Dec. 31, 2022 | 12,598,641 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (44,434) | $ (91,564) | $ (52,006) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation | 84 | 391 | 161 |
Amortization | 1,716 | 1,713 | |
Share-based compensation expense | 4,758 | 4,319 | 2,759 |
Cancellation of share options expense | 17,350 | ||
Amortization of short-term investments | (183) | 636 | |
Interest on short-term investments | (55) | (290) | |
Amortization of debt discount and deferred financing costs | 2,338 | 4,097 | 10,929 |
Financing transaction costs included in financing activities | 2,848 | ||
Adjustments to fair value of derivatives | (5,458) | 60,964 | 1,745 |
Extinguishment of debt | (340) | ||
Other | 2,281 | 3,254 | 752 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (1,551) | 1,008 | 1,671 |
Other assets | (8) | 308 | |
Accounts payable | 1,895 | 63 | (14,671) |
Accrued expenses | 3,185 | (662) | (10,628) |
Income taxes | (510) | 271 | (120) |
Other liabilities | (708) | (1,112) | (1,116) |
Net cash used in operating activities | (18,473) | (15,842) | (54,528) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (62) | (61) | (11) |
Purchases of short-term investments | (45,708) | (67,034) | |
Proceeds from sale of short-term investments | 59,727 | 12,500 | |
Net cash (used in) / provided by investing activities | 13,957 | (54,595) | (11) |
Cash flows from financing activities: | |||
Proceeds from PPP Loan | 744 | ||
Repayments of long-term debt | (2,251) | (6,516) | (6,233) |
Proceeds from private placement and rights offering, net of transactions costs | 45,038 | ||
Proceeds from issuance of ordinary shares, net of transaction costs | 433 | 89,643 | 24,926 |
Net cash (used in) provided by financing activities | (1,818) | 83,127 | 64,475 |
Effect of exchange rates on cash and cash equivalents | (50) | 4 | (11) |
Net increase / (decrease) in cash, cash equivalents and restricted cash | (6,384) | 12,694 | 9,925 |
Cash, cash equivalents and restricted cash, at beginning of period | 27,510 | 14,816 | 4,891 |
Cash, cash equivalents and restricted cash, at end of period | 21,126 | 27,510 | 14,816 |
Supplemental Disclosure of Cash Flow Information: | |||
Income tax paid—U.S. | 821 | 435 | 120 |
Interest paid | 22 | 416 | 996 |
Exchangeable Notes | |||
Adjustments to reconcile net loss to cash used in operating activities: | |||
Interest on exchangeable notes - non-cash | $ 819 | $ 1,078 | $ 3,180 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | (1) Nature of Operations and Basis of Presentation Iterum Therapeutics plc (the Company) was incorporated under the laws of the Republic of Ireland in June 2015 as a limited company and re-registered as a public limited company on March 20, 2018. The Company maintains its registered office at Fitzwilliam Court, 1 st Floor, Leeson Close, Dublin 2, Ireland. The Company commenced operations in November 2015. The Company licensed global rights to its novel anti-infective compound, sulopenem, from Pfizer Inc. (Pfizer). The Company is a clinical-stage pharmaceutical company dedicated to developing and commercializing sulopenem to be potentially the first oral penem available in the United States and the first and only oral and intravenous (IV) branded penem available globally. Since inception, the Company has devoted substantially all of its efforts to research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of ordinary and convertible preferred shares, debt raised under a financing arrangement with Silicon Valley Bank (SVB) including the Paycheck Protection Program loan (PPP loan), a sub-award from the Trustees of Boston University under the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator (CARB-X) program and the proceeds of a private placement (Private Placement) and subsequent rights offering (Rights Offering) pursuant to which its wholly owned subsidiary, Iterum Therapeutics Bermuda Limited (Iterum Bermuda) issued and sold approximately $ 51.8 million aggregate principal amount of 6.500 % Exchangeable Senior Subordinated Notes due 2025 (Exchangeable Notes) and $ 0.1 million aggregate principal amount of Limited Recourse Royalty-Linked Subordinated Notes (the RLNs and, together with the Exchangeable Notes, the Securities). The Company has not generated any product revenue. The Company is subject to risks and uncertainties common to early-stage companies in the pharmaceutical industry, including, but not limited to, the ability to secure additional capital to fund operations, failure to achieve regulatory approval, failure to successfully develop and commercialize its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology and compliance with government regulations. Product candidates currently under development will require additional research and development efforts, including regulatory approval prior to commercialization. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. Certain reclassifications have been made to prior period amounts to conform with the current period's presentation, including in connection with the application of the hierarchy for fair value measurements of short-term investments, and the classification, amortised cost and unrealized gains and losses of short-term investments. The Company's shareholders approved a reverse share split of the Company's ordinary shares on June 15, 2022, which became effective on August 17, 2022, (the Reverse Share Split). As of 5:00 p.m. Eastern Standard Time on August 17, 2022, every fifteen ordinary shares of $ 0.01 each (nominal value) in the authorized and unissued and authorized and issued share capital of the Company were consolidated into one ordinary share of $ 0.15 each (nominal value), and the nominal value of each ordinary share was subsequently reduced from $ 0.15 to $ 0.01 nominal value per share. No fractional shares were issued to any shareholders in connection with the Reverse Share Split. Shareholders who were otherwise entitled to receive a fractional ordinary share instead received a cash payment in an amount equal to the net cash proceeds attributable to the sale of such fractional entitlement following aggregation and sale by the Company on behalf of each of the relevant shareholders of the Company's ordinary shares, on the basis of prevailing market prices at such time. As the par value per share of the Company's shares remained at $ 0.01 per share following the Reverse Share Split, the difference between the total share capital at (par value) prior to the Reverse Share Split and the total share capital (par value) after the Reverse Share Split, has been reclassified as additional paid-in-capital on a retroactive basis. The number of ordinary shares reserved for issuance upon exercise of the Exchangeable Notes, outstanding share options and warrants or upon the vesting of outstanding restricted share units, was adjusted and proportionately decreased and the exercise price of all share options, Exchangeable Notes and warrants was proportionately increased. Additionally, the number of shares that may be the subject of future grants under our share plans was proportionally decreased. Accordingly, all historical share and per share information related to the issued and outstanding ordinary shares, the Exchangeable Notes, share options, restricted share units, warrants and shares reserved for future issuance under the Company's share plans have been adjusted to reflect the Reverse Share Split for all prior periods presented. The Company filed a universal shelf registration statement on Form S-3 with the SEC, which was declared effective on October 17, 2022 (File No. 333-267795), and pursuant to which the Company registered for sale up to $ 100.0 million of any combination of debt securities, ordinary shares, preferred shares, subscription rights, purchase contracts, units and/or warrants from time to time and at prices and on terms that the Company may determine. On October 7, 2022, the Company entered into a sales agreement with H.C. Wainwright & Co., LLC (HC Wainwright), as agent, pursuant to which the Company may offer and sell ordinary shares, nominal value $ 0.01 per share, for aggregate gross sales proceeds of up to $ 16.0 million (subject to the availability of ordinary shares), from time to time through HC Wainwright by any method permitted that is deemed to be an "at the market offering" as defined in Rule 415 (a)(4) promulgated under the Securities Act of 1933, as amended. In accordance with Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date of issue of the consolidated financial statements. The Company has funded its operations to date primarily with proceeds from the sale of preferred shares and ordinary shares, warrants, debt raised under its financing arrangement with SVB including the PPP loan (both of which have been repaid), payments received under the CARB-X program and proceeds of the Private Placement and Rights Offering. The Company has incurred operating losses since inception, including net losses of $ 44,434 , $ 91,564 and $ 52,006 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company had an accumulated deficit of $ 422,927 as of December 31, 2022 and expects to continue to incur net losses for the foreseeable future. Management believes that its cash and cash equivalents balance of $ 21,092 and short-term investments of $ 39,712 at December 31, 2022 are sufficient to fund operations until mid-2024. In making this assessment management have considered the planned operations of the company and the ability to adjust its plans if required. In addition, in parallel, the Company is evaluating its corporate, strategic, financial and financing alternatives, with the goal of maximizing value for its stakeholders. These alternatives could potentially include the licensing, sale or divestiture of the Company’s assets or proprietary technologies, a sale of the Company, a merger or other business combination or another strategic transaction involving the Company. The evaluation of corporate, strategic, financial and financing alternatives may not result in any particular action or any transaction being pursued, entered into or consummated, and there is no assurance as to the timing, sequence or outcome of any action or transaction or series of actions or transactions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of share-based compensation awards, the valuation of the RLNs and the Derivative liabilities, which consist of embedded features in the Exchangeable Notes, and the accrual for research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ materially from those estimates. Specifically, management has estimated variables used to calculate the discounted cash flow analysis (DCF) and assumptions used in the binomial option pricing model to value derivative instruments (see Note 3 – Fair Value of Financial Assets and Liabilities). Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the year ended December 31, 2022, these changes related to unrealized gains and losses on the Company’s available-for-sale short-term investments. For the year ended December 31, 2021, there was no difference between net loss and comprehensive loss. There were no reclassifications out of comprehensive loss for the years ended December 31, 2022 and 2021. Consolidation The accompanying consolidated financial statements include the accounts of Iterum Therapeutics plc and its wholly owned subsidiaries (which are referred to herein, collectively, as the Company where context requires). All significant intercompany balances and transactions have been eliminated on consolidation. The Company has no involvement with variable interest entities. Short-term Investments The Company's investments consist primarily of debt securities, including investment-grade corporate bonds. The Company considers its portfolio of investments to be available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Investments with maturities beyond one year are generally classified as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value are included as a component of other income (expense), net based on the specific identification method. Any credit impairments are recorded through an allowance account. Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250 , while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $ 107 (€ 100 ). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s consolidated balance sheet is $ 17 and $ 17 for the years ended December 31, 2022 and 2021, respectively , relating to the warrants issued on June 5, 2020 pursuant to the securities purchase agreement (June 3, 2020 SPA) in the June 3, 2020 registered direct offering (June 3, 2020 Offering), $ 6 and $ 6 for the years ended December 31, 2022 and 2021, respectively , relating to the warrants issued on July 2, 2020 pursuant to the securities purchase agreement (June 30, 2020 SPA) in the June 30, 2020 registered direct offering (June 30, 2020 Offering) and $ 11 and $ 11 for the years ended December 31, 2022 and 2021, respectively , relating to warrants issued in the underwritten offering in October 2020 (October 2020 Offering). On the closing date of each of the registered direct offerings in June 2020 (June 3 Offering) and July 2020 (June 30 Offering) and the underwritten offering in the October 2020 Offering, each investor deposited $ 0.01 per warrant issued being the nominal value of the underlying ordinary share represented by each warrant. This amount will be held in trust by the Company pending a decision by the relevant investor to exercise the warrant by means of a “cashless exercise” pursuant to the terms of the warrant, in which case the $ 0.01 will be used to pay up the nominal value of the ordinary share issued pursuant to the warrant. Upon the exercise of the warrants other than by means of a "cashless exercise", the amount held in trust will be returned to the relevant investor in accordance with the terms of the applicable purchase agreement or prospectus. Also included within restricted cash on the Company’s consolidated balance sheet is a certificate of deposit for $ 30 for the year ended December 31, 2021, which was being held by a third party bank as collateral for the irrevocable letter of credit issued in March 2018 to secure an office lease (see Note 8 – Leases). Foreign Currencies Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in U.S. dollars. Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated into the functional currency at the rate of exchange at the balance sheet date, and the resulting gains and losses are recognized in the consolidated statement of operations and comprehensive loss. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of transaction. Intangible Assets The Company’s finite-lived intangible asset is stated at cost less accumulated amortization. The Company calculates amortization expense using the straight-line method over the estimated useful life of the related asset which the Company believes reasonably represents the time period in which the economic benefit of the intangible asset is consumed or otherwise realized. The Company reviews the recoverability of the finite-lived intangible asset and, when there are indications that this asset is more likely than not to have become impaired, will test for impairment. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Leasehold improvements Shorter of life of lease or 10 years Furniture and fixtures 5 years Laboratory equipment 5 years Computer equipment 3 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Repairs and maintenance costs are expensed as incurred. The Company reviews the recoverability of all long-lived assets, including the related useful life, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Leases The Company determines if an arrangement contains a lease at inception. For arrangements that contain a lease, lease classification, recognition, and measurement are determined at the lease commencement date. The Company has elected to separately account for lease and non-lease components in determining the lease liabilities and right-of-use assets. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The Company’s lease agreements generally do not provide an implicit borrowing rate, therefore the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. All operating lease expenses are recognized on a straight-line basis over the lease term. Research and Development Expenses The Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, facilities costs, depreciation, amortization, manufacturing expenses and external costs of third-parties engaged to supply active pharmaceutical ingredient and drug product and conduct preclinical and clinical development activities and trials, as well as the cost of licensing technology, license fees, and other external costs. Advance payments for goods and services that will be used in future research and development activities are recorded as prepaid expenses and expensed when the activity is performed or when the goods have been received. Accrued Research and Development Expenses The Company has entered into various research and development contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. This process involves reviewing open contracts and purchase orders, communicating with Company personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual costs. The majority of the Company’s service providers invoice in arrears for services performed, on a pre-determined schedule or when contractual milestones are met; however, some require advanced payments. The Company estimates accrued expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known at that time. It periodically confirms the accuracy of these estimates with the service providers and makes adjustments if necessary. Examples of estimated accrued research and development expenses include fees paid to: • Vendors, including central laboratories, in connection with preclinical development activities; • Clinical Research Organizations, or CROs, and investigative sites in connection with preclinical studies and clinical trials; and • Contract Manufacturing Organizations, or CMOs, in connection with drug substance and drug product formulation of preclinical and clinical trial materials. The Company bases expenses related to preclinical studies and clinical trials on estimates of the services received and efforts expended pursuant to quotes and contracts with multiple research institutions and CROs that conduct and manage preclinical studies and clinical trials on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the accrual or the amount of prepaid expenses is adjusted accordingly. Although the Company does not expect the 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 reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to prior estimates of accrued research and development expenses. Patent Costs All patent related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Share-Based Compensation The Company measures share-based awards granted to employees and directors with service based vesting conditions only based on the fair value on the date of grant using the Black-Scholes option-pricing model. Compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award, using the straight-line method. The Company measures share-based awards granted to employees and directors with both performance and service based vesting conditions based on the fair value on the date of grant using the Monte Carlo simulation model. Compensation expense of those awards is recognized over the determined vesting period, the period over which all the specified vesting conditions are to be satisfied, using the straight-line method. For awards granted to consultants and non-employees, compensation expense is recognized over the period during which services are rendered until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s ordinary shares and updated assumption inputs in the Black-Scholes option-pricing model or the Monte Carlo simulation model. The Company classifies share-based compensation expense in the consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Black-Scholes option-pricing model uses key inputs and assumptions including the expected term of the option, share price volatility, risk-free interest rate, dividend yield, share price and exercise price which is equivalent to closing market value on the date of grant. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of share-based compensation expense. The Monte Carlo simulation model uses key inputs and assumptions including share price volatility, risk-free interest rate, the expected date of satisfaction of vesting conditions and share price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of share-based compensation expense. The Company has elected to account for forfeitures as they occur. Grant Awards The Company may generate revenue from grant awards that reimburse certain allowable costs for specified projects. For contracts with third parties, when the Company has concluded that it is the principal in conducting the research and development, and where the funding arrangement is considered central to the Company’s ongoing operations, it classifies the recognized funding received as revenue. Research and Development Credits Research and development credits are available to the Company under the tax laws in both Ireland and the United States, based on qualifying research and development spend in each jurisdiction as defined under those tax laws. Research and development credits are generally recognized as a reduction of research and development expenses. Fair Value of Financial Instruments FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g. quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. • Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company’s short-term investments, RLNs and Derivative liability are carried at fair value, determined according to the fair value hierarchy above, see Note 3 for further details. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. Borrowings Interest bearing long-term debt is recognized initially at fair value, net of transactions costs incurred. Subsequent to initial recognition, interest bearing long-term debt is measured at amortized cost with any difference between cost and redemption value being recognized as a non-cash component of interest expense in the income statement over the period of the borrowings on an effective interest basis. Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts which require bifurcation and measurement at fair value for accounting purposes on the balance sheet date. Any liabilities recorded at fair value are revalued each reporting period with the resulting change in fair value reflected in adjustments to fair value of derivatives. In determining the appropriate fair values, the Company uses the binomial option pricing model, and in the case of the change of control component, in combination with a DCF analysis, which is discussed in Note 3 – Fair Value of Financial Assets and Liabilities. The Company’s derivative financial instruments consist of embedded features in the Exchangeable Notes. The embedded derivatives include provisions that provide the noteholder with certain exchange rights and protections on a fundamental change such as a change of control. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. Royalty-Linked Notes On recognition, the RLNs qualified as debt instruments under ASC 470, Debt , and were initially recorded at fair value, applying a DCF model, and then subsequently measured at amortized cost. In January 2021, the RLNs were exchange listed, and therefore, derivative accounting has been applied in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts which require bifurcation and measurement at fair value for accounting purposes on the balance sheet date. Any liabilities recorded at fair value are revalued at each reporting period with the resulting change in fair value reflected in adjustments to fair value of derivatives. Ordinary Share Warrants 1. The Company accounts for ordinary share warrants in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity , as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), provided that such warrants are indexed to the Company's own shares is classified as equity. The Company completed a number of offerings containing freestanding derivatives which satisfy the criteria for classification as equity instruments as the warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company's own stock. The Company assesses classification of its ordinary share warrants at each reporting date to determine whether the instruments still qualify for the scope exception under ASC 815. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company has most of its cash, cash equivalents and short-term investments at three accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Income Taxes The Company accounts for income taxes under the asset and liability method which requires deferred tax assets and liabilities to be recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss carryforwards and research and development tax credits. Valuation allowances are provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50 % likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. Net Loss Per Ordinary Share Basic and diluted net loss per ordinary share is determined by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding during the period in accordance with ASC 260, Earnings per Share . For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, unvested performance restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Year ended December 31, 2022 2021 2020 Options to purchase ordinary shares 355,591 1,068,639 63,431 Unvested restricted share units 128,728 119,017 — Unvested performance restricted share units — — 65,527 Warrants 480,186 480,186 1,629,619 Exchangeable Notes 1,287,660 1,217,386 4,715,004 Total 2,252,165 2,885,228 6,473,581 Segment and Other Information The Company determines and presents operating segments based on the information that is internally provided to the Chief Executive Officer, Chief Financial Officer and Chief Medical Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting . The Company has determined that it operates as a single business segment, which is the development and commercialization of innovative treatments for drug resistant bacterial infections. The distribution of total operating expenses by geographical area was as follows: Year ended December 31, Operating expenses 2022 2021 2020 Ireland $ 22,015 $ 15,926 $ 23,423 U.S. 8,332 8,554 8,703 Bermuda 36 57 — Total $ 30,383 $ 24,537 $ 32,126 The distribution of long-lived assets by geographical area was as follows: Long lived assets December 31, 2022 December 31, 2021 Ireland $ 4,052 $ 7,601 U.S. 303 578 Total $ 4,355 $ 8,179 Retirement Plan The Company has a defined contribution plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers all U.S. employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. If the 401(k) Plan is considered top-heavy at the end of the financial year, with key employee accounts accounting for greater than 60 % of total 401(k) Plan assets, the Company is required to contribute a deferral rate of up to 3 % to the 401(k) Plan on behalf of certain employees. The Company was not required to make a top-heavy contribution for the years ended December 31, 2022, 2021 and 2020 . Inventory Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. The Company’s policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on the estimates of future demand for a particular product. If the estimate of future demand changes, the Company considers the impact on the reserve for excess inventory and adjusts the reserve as required. Increases in the reserve are recorded as charges in cost of product sales. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expenses. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the clinical trial. Prior to an advisory committee providing a recommendation to the FDA that the Company’s application should be approved, costs related to manufacturing the product candidates are recorded as research and development expenses. All direct manufacturing costs incurred after this recommendation will be capitalized into inventory. The Company had no inventory as of December 31, 2022 or December 31, 2021 . Contingent Consideration Certain license agreements contain milestone payments that could result in the requirement to make contingent consideration payments, see Note 15 for further details. Contingent consideration is recorded at the acquisition date estimated fair value of the contingent payment. The fair value of the contingent consideration is measured at each reporting period. Any related unwinding of discount is recognized as a finance expense. Other changes in fair value are recognized in profit or loss or capitalized as an intangible asset depending on the stage of development. As of December 31, 2022 , no milestones had been met that required the Company to recognize contingent consideration. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies an issuer’s accounting for modifications or exchanges of freestanding written call options that remain equity-classified after modification. The ASU 2021-04 is effective for all entities for interim and annual periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments , which requires a lessor to classify a lease with entirely or partially variable payments that do not depend on an index or rate as an operating lease if a different classification would result in a commencement date selling loss (Day 1 loss). For entities that have adopted ASU 2016-02, Leases , as of July 19, 2021, ASU 2021-05 is effective for annual and interim periods in fiscal years beginning after December 15, 2021 for public business entities and annual periods in fiscal years beginning after December 15, 2021 and interim periods in fiscal years beginning after December 15, 2022 for all other entities. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | (3) Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s financial assets that were carried at fair value on a recurring basis on the consolidated balance sheet as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. December 31, 2022 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 7,781 $ — $ 7,781 $ — Commercial paper 15,232 — 15,232 — U.S. Treasury bonds 16,699 — 16,699 — $ 39,712 $ — $ 39,712 $ — December 31, 2021 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 31,703 $ — $ 31,703 $ — Commercial paper 5,293 — 5,293 — U.S. Treasury bonds 16,902 — 16,902 — $ 53,898 $ — $ 53,898 $ — See Note 4 for details on the short-term investments. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value based on the short-term maturity of these instruments. The following table presents information about the Company’s debt, Exchangeable Notes, Derivative liability and RLNs and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: December 31, 2022 Liabilities Book Value Approximate Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Long-term exchangeable notes $ 10,094 $ 10,827 $ — $ 10,827 $ — Derivative liability - exchange option and change of control 196 196 — — 196 Revenue Futures Royalty-linked notes 18,372 18,372 — — 18,372 Total $ 28,662 $ 29,395 $ — $ 10,827 $ 18,568 December 31, 2021 Liabilities Book Value Approximate Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 1,627 $ 1,627 $ — $ 1,627 $ — Exchangeable Notes Long-term exchangeable notes 6,930 9,495 — 9,495 — Derivative liability - exchange option and change of control 6,058 6,058 — — 6,058 Revenue Futures Royalty-linked notes 17,968 17,968 — — 17,968 Total $ 32,583 $ 35,148 $ — $ 11,122 $ 24,026 The book value of the current portion of long-term debt approximates its fair value due to the short-term nature of the balance. The fair value of long-term Exchangeable Notes was determined using DCF analysis using the fixed interest rate outlined in the indenture governing the Exchangeable Notes (Exchangeable Notes Indenture), without consideration of transaction costs, which represents a Level 2 basis of fair value measurement. The Level 3 liabilities held as of December 31, 2022 consist of the embedded exchange option and change of control premium contained in the Exchangeable Notes (see Note 10 – Debt) and a separate financial instrument, that was issued as part of the Units, the RLNs (see Note 11 – Royalty-Linked Notes). The exchange option and change of control premium met the criteria requiring these to be bifurcated and accounted for separately from the host debt in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives . The exchange option and change of control premium are presented as a Derivative liability upon issuance of the Exchangeable Notes under the Private Placement and Rights Offering and are subsequently remeasured to fair value at the end of each reporting period. At any time on or after January 21, 2021, subject to specified limitations, the Exchangeable Notes are exchangeable for the Company’s ordinary shares, cash or a combination of ordinary shares and cash, at an exchange rate of 87.8139 shares per $ 1,000 of principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $ 11.3877 per ordinary share) as of December 31, 2022, which was adjusted from an initial exchange rate of 66.666 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an initial exchange price of $ 15.00 per ordinary share) and is subject to further adjustment pursuant to the terms of the Exchangeable Notes Indenture. Beginning on January 21, 2021 to December 31, 2022, certain noteholders of $ 39,201 aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of 3,592,555 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes. The aggregate principal amount of Exchangeable Notes outstanding as of December 31, 2022 was $ 12,607 . The fair value of the exchange option at December 31, 2022 is $ 49 . In the event of a fundamental change that is not a liquidation event (Fundamental Change), under the Exchangeable Notes Indenture, the Company will be required to pay each holder of an Exchangeable Note the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note, in connection with such Fundamental Change, if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. The Derivative liability, representing the change of control feature, was recorded at a fair value of $ 147 at December 31, 2022. The fair value of each component of the Derivative liability was determined using the binomial option pricing model, and in the case of the change of control component, in combination with a DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the Derivative liability as of December 31, 2022 include the terms of the Exchangeable Notes Indenture, the Company’s share price and market capitalization, the expected annual volatility of the Company’s ordinary shares, management’s assumption regarding the probability of a Fundamental Change pursuant to the terms of the Exchangeable Notes Indenture, and the risk-free interest rate. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. The following table presents the changes in fair value of the Company's Derivative liability: Year Ended December 31, 2022 Year Ended December 31, 2021 Balance at January 1 $ 6,058 $ 28,865 Conversion of Exchangeable Notes — ( 80,512 ) Adjustment to fair value ( 5,862 ) 57,705 Balance at December 31 $ 196 $ 6,058 The following summary table shows the assumptions used in the binomial option pricing model to estimate the fair value of the exchange option: December 31, December 31, Share price $ 0.84 $ 5.88 Market capitalization $ 10,582,858 $ 71,647,911 Volatility 100 % 130 % Risk-free interest rate 4.46 % 1.00 % Dividend rate 0 % 0 % The additional significant assumption used in the DCF model to estimate the fair value of the change of control feature at December 31, 2022 was management’s assumption regarding the probability of a Fundamental Change pursuant to the terms of the Exchangeable Notes Indenture. The RLN liability is carried at fair value on the consolidated balance sheet (see Note 11 – Royalty-Linked Notes). The total fair value of $ 18,372 was determined using DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the RLNs were the terms of the indenture governing the RLNs (RLN Indenture), the expected cash flows to be received by holders of the RLNs based on management’s revenue forecasts of U.S. sulopenem sales and a risk-adjusted discount rate to derive the net present value of expected cash flows. The RLNs will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $ 160.00 (or 4,000 times the principal amount of such note). The discount rate applied to the model was 22 % and 20 % for the years ended December 31, 2022 and 2021, respectively. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. There have been no transfers of assets or liabilities between the fair value measurement levels. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | (4) Short-term Investments The Company classifies its short-term investments as available-for-sale. Short-term investments comprise highly liquid investments with minimum “A-” rated securities and as at year end consist of corporate bonds, commercial paper and U.S. Treasury bonds with maturities of more than three months at the date of purchase. Short-term investments as of December 31, 2022 have a weighted average maturity of 0.36 years. The investments are reported at fair value with unrealized gains or losses recorded in the consolidated statements of operations and comprehensive loss. Any differences between the amortized cost and fair value of investments are represented by unrealized gains or losses. The fair value of U.S. Treasury bonds, corporate bonds and commercial paper are represented by Level 2 fair value measurements - quoted price for a similar asset, or other observable inputs such as interest rates or yield curves. The following table represents the Company’s available-for-sale short-term investments by major security type as of December 31, 2022: December 31, 2022 Maturity by period Amortized Unrealized Unrealized Fair Value Less than 1 Available-for-sale Cost Gains (Losses) Total Year 1 to 5 Years Corporate bonds $ 7,836 $— $( 55 ) $ 7,781 $ 7,781 $— Commercial paper 15,230 2 — 15,232 15,232 — U.S. Treasury bonds 16,996 — ( 297 ) 16,699 16,699 — Total $ 40,062 $ 2 $( 352 ) $ 39,712 $ 39,712 $— The following table represents the Company’s available for sale short-term investments by major security type as of December 31, 2021: December 31, 2021 Maturity by period Amortized Unrealized Unrealized Fair Value Less than 1 Available-for-sale Cost Gains (Losses) Total Year 1 to 5 Years Corporate bonds $ 31,723 $ 1 $( 21 ) $ 31,703 $ 30,677 $ 1,026 Commercial paper 5,293 — — 5,293 5,293 — U.S. Treasury bonds 16,989 — ( 87 ) 16,902 — 16,902 Total $ 54,005 $ 1 $( 108 ) $ 53,898 $ 35,970 $ 17,928 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | (5) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2022 December 31, 2021 Prepaid research and development expenses $ 458 $ — Research and development tax credit receivable 118 840 Prepaid insurance 592 624 Interest receivable 55 290 Value added tax receivable 38 75 Other prepaid assets 42 56 Short-term deposits 35 37 Total $ 1,338 $ 1,922 |
Intangible Asset, Net
Intangible Asset, Net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Asset, Net | (6) Intangible Asset, net Intangible asset and related accumulated amortization are as follows: December 31, 2022 December 31, 2021 Gross intangible asset $ 5,148 $ 5,148 Less: accumulated amortization ( 3,429 ) ( 1,713 ) $ 1,719 $ 3,435 On December 10, 2021, the Company entered into an amendment to an agreement with a supplier whereby advance payments made from June 2016 to January 2020 are being set against a reservation fee for a tableting facility for the period from January 1, 2021 to December 31, 2023. This reservation right is being amortized over the three year term of the amended agreement. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (7) Property and Equipment, net Property and equipment and related accumulated depreciation are as follows: December 31, 2022 December 31, 2021 Leasehold improvements $ 148 $ 148 Furniture and fixtures 120 120 Laboratory equipment — 86 Computer equipment 85 23 353 377 Less: accumulated depreciation ( 284 ) ( 286 ) $ 69 $ 91 Depreciation expense was $ 84 , $ 391 and $ 161 for the years ended December 31, 2022, 2021 and 2020, respectively . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | (8) Leases The Company has entered into a number of operating leases, primarily for office space and commercial property. These leases have remaining terms which range from .83 years to 5.49 years . The renewal option on one lease was exercised in February 2022 for an additional period of three years , extending this lease term to June 2025 . The renewal option on another lease was derecognized in June 2022 as it is no longer reasonably certain that the option will be exercised, resulting in a reduction in the remaining term from 16 to six years . In September 2020, the Company entered into a sublease agreement for a commercial unit that extends through September 2023. In November 2021, the Company entered into a 12-month lease, with a rolling extension, for office space, and in May 2022, the Company entered into a 6-month lease for office space, which was extended to November 2023 and has elected not to apply the measurement and recognition requirements of ASC 842 to these short-term leases as any renewal term exercised or considered reasonably certain of exercise by the Company does not extend more than 12 months from the end of the previously determined lease term. Certain leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement. Certain agreements contain both lease and non-lease components. The Company has elected to separately account for these components in determining the lease liabilities and right-of-use assets. The Company’s lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at lease commencement date for the purposes of determining the present value of lease payments. The Company used the incremental borrowing rate on January 1, 2019 for all leases that commenced prior to that date. All operating lease expenses are recognized on a straight-line basis over the lease term. The Company recognized $ 753 , $ 1,009 and $ 991 of operating lease costs for right-of-use assets during the years ended December 31, 2022, 2021 and 2020, respectively. The Company recognized $ 243 of rental expenses on short-term leases during the year ended December 31, 2022. The Company recognized $ 293 , $ 335 and $ 118 of sublease income during the years ended December 31, 2022, 2021 and 2020, respectively. Information related to the Company’s right-of-use assets and related lease liabilities is as follows: December 31, 2022 December 31, 2021 Cash paid for operating lease liabilities $ 709 $ 944 December 31, 2022 December 31, 2021 Weighted-average remaining lease term 5.04 years 13.97 years Weighted-average discount rate 5.5 % 7.0 % Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the consolidated balance sheet as follows, representing the Company’s right to use the underlying asset for the lease term (“Other assets”) and the Company’s obligation to make lease payments (“Other current liabilities” and “Other liabilities”): December 31, 2022 December 31, 2021 Other assets $ 1,770 $ 3,741 Other current liabilities $ 332 $ 464 Other liabilities 1,304 3,436 Total lease liabilities $ 1,636 $ 3,900 Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet as of December 31, 2022 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended December 31, 2023 $ 407 2024 412 2025 344 2026 295 2027 295 Thereafter 74 $ 1,827 Less imputed interest ( 191 ) Total lease liabilities $ 1,636 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (9) Accrued Expenses Accrued expenses consist of the following: December 31, 2022 December 31, 2021 Accrued payroll and bonus expenses $ 1,971 $ 771 Accrued clinical trial costs 1,549 45 Accrued professional fees 606 16 Accrued other expenses 206 256 Accrued manufacturing expenses 14 77 Total $ 4,346 $ 1,165 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | (10) Debt Secured Credit Facility On April 27, 2018 , the Company’s subsidiaries, Iterum Therapeutics International Limited, Iterum Therapeutics US Holding Limited and Iterum Therapeutics US Limited (the Borrowers), entered into a loan and security agreement (the Loan and Security Agreement) with SVB pursuant to which SVB agreed to lend the Borrowers up to $ 30,000 in two term loans. $ 15,000 of the secured credit facility was funded on closing. A second draw of up to $ 15,000 was available to the Company through October 31, 2019 , upon satisfaction of either of the following: (i) the achievement by the Company of both non-inferiority and superiority primary endpoints from its Phase 3 uncomplicated urinary tract infection (uUTI) trial, as well as reporting satisfactory safety data from the trial, or (ii) the achievement of non-inferiority primary endpoints from both its Phase 3 uUTI and complicated urinary tract infection (cUTI) trials, as well as reporting satisfactory safety data from the trials. The Company did not satisfy the conditions for the second draw before the deadline of October 31, 2019. Required monthly amortization payments for the initial $ 15,000 draw commenced on November 1, 2019 and total principal repayments of $ 1,552 were made during the year ended December 31, 2022 . Interest accrued at a floating per annum rate equal to the greater of (i) 8.31 %; or (ii) 3.89 % above the Wall Street Journal prime rate, and was payable monthly in arrears. All outstanding principal, plus a 4.20 % final interest payment, were due and paid on March 1, 2022 (the maturity date), effectively terminating the Loan and Security Agreement. The final payment fee of $ 630 , which represented 4.2 % of the funded loan, was accreted using the effective interest method over the life of the loan as interest expense. In connection with the initial $15,000 draw, the Company issued SVB and Life Sciences Fund II LLC (LSF) warrants to purchase an aggregate of 19,890 Series B convertible preferred shares (which converted into warrants to purchase 1,326 ordinary shares upon the Company’s initial public offering (IPO)) at an exercise price of $ 282.75 per share. These warrants will expire on April 27, 2028. The loan proceeds were allocated based on the relative fair values of the debt instrument and the warrant instrument. The fair value of the warrants and the closing costs were recorded as debt discounts and are being amortized using the effective interest rate method over the term of the loan. The effective annual interest rate of the outstanding debt was approximately 12.51 % on March 1, 2022. The Company recognized $ 16 , $ 556 and $ 1,355 of interest expense related to the Loan and Security Agreement during the years ended December 31, 2022, 2021 and 2020, respectively, including $ 6 , $ 142 and $ 404 related to the accretion of the debt discounts and deferred financing costs during the years ended December 31, 2022, 2021 and 2020, respectively. All outstanding amounts were repaid on March 1, 2022, effectively terminating the Loan and Security Agreement. In connection with the Private Placement, Iterum Bermuda was joined as a party to the Loan and Security Agreement as a borrower and the Loan and Security Agreement was amended on January 16, 2020 to, among other things, modify the definition of subordinated debt to include the RLNs and Exchangeable Notes. 2025 Exchangeable Notes On January 21, 2020, the Company completed a Private Placement pursuant to which its wholly owned subsidiary, Iterum Bermuda issued and sold $ 51,588 aggregate principal amount of Exchangeable Notes and $ 103 aggregate principal amount of RLNs, to a group of accredited investors. On September 8, 2020, the Company completed a Rights Offering pursuant to which Iterum Bermuda issued and sold $ 220 aggregate principal amount of Exchangeable Notes and $ 0.5 aggregate principal amount of RLNs, to existing shareholders. The Securities were sold in Units with each Unit consisting of an Exchangeable Note in the original principal amount of $ 1,000 and 50 RLNs. The Units were sold at a price of $ 1,000 per Unit. At any time on or after January 21, 2021, subject to specified limitations, the Exchangeable Notes are exchangeable for the Company’s ordinary shares, cash or a combination of ordinary shares and cash, at the Company’s election, at an exchange rate of 87.8139 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $ 11.3877 per ordinary share) as of December 31, 2022, which exchange rate was adjusted from an initial exchange rate of 66.666 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an initial exchange price of $ 15.00 per ordinary share) and is subject to further adjustment pursuant to the terms of the Exchangeable Notes Indenture. Any accrued and unpaid interest being exchanged will be calculated to include all interest accrued on the Exchangeable Notes being exchanged to, but excluding, the exchange settlement date. Beginning on January 21, 2021 to December 31, 2022, certain noteholders of $ 39,201 aggregate principal amount of Exchangeable Notes have completed a non-cash exchange of their notes for an aggregate of 3,592,555 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes. The aggregate principal amount of Exchangeable Notes outstanding as of December 31, 2022 was $ 12,607 . In addition, the Exchangeable Notes will become due and payable by the Company upon the occurrence of a Fundamental Change as defined in the Exchangeable Notes Indenture. The Company will be required to pay each holder of the Exchangeable Notes the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note in connection with such Fundamental Change if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. The Company evaluates its debt and equity issuances to determine if those contracts, or embedded components of those contracts, qualify as derivatives under ASC 815-15, Derivatives and Hedging , requiring separate recognition in the Company’s financial statements. The Company evaluated the accounting for the issuance of the Exchangeable Notes and concluded that the embedded exchange option and change of control feature are considered a Derivative liability under ASC 815-15 requiring bifurcation, from the Exchangeable Notes, as it does not qualify for the scope exceptions for contracts in an entity’s own equity given the terms of the Exchangeable Notes. The exchange option and change of control feature are accounted for as a Derivative liability, under ASC 815-15, and are required to be separated and recorded as a single liability, which is revalued each reporting period with the resulting change in fair value reflected in other income, net, in the consolidated statements of operations and comprehensive loss. The fair value of the Derivative liability related to the Private Placement on January 21, 2020 was $ 27,038 , and the fair value of the Derivative liability related to the Rights Offering on September 8, 2020 was $ 82 , both of which were recorded as a reduction to the book value of the host debt contract. This debt discount is being amortized to interest expense over the term of the debt using the effective interest method. Transaction costs amounting to $ 2,848 were allocated to the exchange option. These costs are reflected in financing transaction costs in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. Transaction costs amounting to $ 2,814 were allocated to the debt host and capitalized in the host debt book value. In circumstances where the embedded exchange option in a convertible instrument is required to be bifurcated, and there are other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within twelve months of the balance sheet date. The Company determined that all other features of the Exchangeable Notes were clearly and closely associated with a debt host and did not require bifurcation as a Derivative liability. The initial value of the Exchangeable Notes on inception, net of transaction costs was $ 9,891 . The Company recognized $ 820 , $ 1,078 and $ 3,180 of interest expense related to the Exchangeable Notes during the years ended December 31, 2022, 2021 and 2020, respectively, and $ 2,344 , $ 2,893 and $ 7,764 related to the amortization of the debt discounts and deferred financing costs during the years ended December 31, 2022, 2021 and 2020, respectively. These amounts are recorded in interest expense, net in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022, 2021 and 2020, respectively. The balance of the Exchangeable Notes at each reporting date is as follows: December 31, 2022 Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 5,058 September 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 20 Conversion of $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 39,201 ) ( 2,697 ) 2025 Exchangeable Notes 12,607 2,381 Unamortized discount and debt issuance costs ( 4,894 ) — 2025 Exchangeable Notes, net $ 7,713 $ 2,381 December 31, Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 4,246 September 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 12 Conversion of $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 39,201 ) ( 2,697 ) 2025 Exchangeable Notes 12,607 1,561 Unamortized discount and debt issuance costs ( 7,238 ) — 2025 Exchangeable Notes, net $ 5,369 $ 1,561 Payment Protection Program On April 3, 2020, the U.S. Small Business Administration (SBA) launched the Paycheck Protection Program, which was established following the signing of the CARES Act on March 27, 2020. On April 30, 2020, our wholly owned subsidiary, Iterum Therapeutics US Limited (Iterum US Limited), entered into the PPP loan with SVB under the Paycheck Protection Program, pursuant to the Company receiving a PPP loan of $ 744 with a fixed 1 % annual interest rate and a maturity of two years . Under the terms of the agreement, there were no payments due by the Company until the SBA remitted the forgiveness amount to Iterum US Limited or until after the 10 months after the end of the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest were due to fully amortize the principal amount outstanding on the PPP loan by the maturity date. The SBA forgave $ 340 of the loan in November 2020, and the remaining loan of $ 404 began amortization in December 2020. Total principal repayments of $ 69 , $ 309 and $ 26 were made during the years ended December 31, 2022, 2021 and 2020, respectively. The Company recognized $ 0 , $ 2 and $ 1 of interest expense related to the loan agreement during the years ended December 31, 2022, 2021 and 2020, respectively. Scheduled principal payments on outstanding debt, including principal amounts owed to RLN holders (see Note 11 – Royalty-Linked Notes) as of December 31, 2022, for the following five fiscal years and thereafter were as follows: Year Ending December 31, 2023 $— 2024 — 2025 12,607 2026 — 2027 — Thereafter 104 $ 12,711 |
Royalty-Linked Notes
Royalty-Linked Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Royalty-Linked Notes | (11) Royalty-Linked Notes Liability Related to Sale of Future Royalties On January 21, 2020, as part of the Private Placement, the Company issued 2,579,400 RLNs to a group of accredited investors. On September 8, 2020, as part of the Rights Offering, the Company issued 11,000 RLNs to existing shareholders. The RLNs will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of the Company’s net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless the Company receives FDA approval for one or more specified sulopenem products prior to December 31, 2025 and the Company earns net revenues on such product. If any portion of the principal amount of the outstanding RLNs, equal to $ 0.04 per RLN, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that the Company has not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The RLNs will earn default interest if the Company breaches certain obligations under the RLN Indenture (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $ 160.00 (or 4,000 times the principal amount of such note). The RLNs are redeemable at any time, at the Company’s option, subject to the terms of the RLN Indenture. In accordance with exceptions allowed under ASC 815-10, Derivatives and Hedging , this transaction was initially accounted for as a debt liability under ASC 470, Debt . Subsequent to the listing of the RLNs on the Bermuda Stock Exchange in January 2021, the RLNs are accounted for as a derivative and are remeasured to fair value at each reporting date. The Company has no obligation to pay any amount to the noteholders until the net revenue of the specified products are earned. In order to record the amortization of the liability, the Company was required to estimate the total amount of future net revenue to be earned in each period under the RLN Indenture and the payments that will be passed through to the noteholders over the life of the RLN Indenture. The note proceeds from both the Private Placement and subsequent Rights Offering were allocated based on the relative fair value of the debt instrument, less transaction costs amounting to $ 1,239 , as debt discounts. The Company imputed interest on the amortized cost of the liability using an estimated effective interest rate of 31.7 % up to the date of the change in measurement. Payments to the noteholders in each period, related to future sales of sulopenem, would offset the liability. Subsequent to recognition of the RLN in accordance with ASC 815, Derivatives and Hedging , in January 2021, the fair value of the RLN is determined using DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The Company periodically assesses the revenue forecasts of the specified sulopenem products and the related payments. Subsequent to the listing of the RLNs on the Bermuda Stock Exchange in January 2021, the Company recognized the remaining unaccreted interest balance of $ 1,024 related to debt discounts and deferred financing costs under ASC 470, Debt , in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. The balance of the RLNs at each reporting date is as follows: December 31, Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 3,665 Total liability related to the sale of future royalties at December 31, 2021 $ 18,372 Current Portion — Long-term Portion $ 18,372 December 31, Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 3,261 Total liability related to the sale of future royalties at December 31, 2020 $ 17,968 Current Portion — Long-term Portion $ 17,968 |
Shareholders' Equity _ (Deficit
Shareholders' Equity / (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Disclosure - Shareholders' Equity / (Deficit) | (12) Shareholders’ Equity / (Deficit) The Company’s capital structure consists of ordinary shares and undesignated preferred shares. Under Irish law, the Company is prohibited from allotting shares without consideration. Accordingly, at least the nominal value of the shares issued underlying any warrant, pre-funded warrant, restricted share award, restricted share unit, performance share award, bonus share or any other share based grant must be paid pursuant to the Irish Companies Act 2014 (Irish Companies Act). Ordinary Shares At the Company’s extraordinary general meeting of shareholders on January 28, 2021, the Company’s shareholders approved an increase of 10,000,000 ordinary shares of $ 0.01 par value each to the number of authorized ordinary shares and the Company’s Articles of Association were amended accordingly. The Company has authorized ordinary shares of 20,000,000 ordinary shares of $ 0.01 par value each as of December 31, 2022. The holders of ordinary shares are entitled to one vote for each share held. The holders of ordinary shares currently have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. The Company filed a universal shelf registration statement on Form S-3 with the SEC, which was declared effective on October 17, 2022 (File No. 333-267795), and pursuant to which the Company registered for sale up to $ 100.0 million of any combination of debt securities, ordinary shares, preferred shares, subscription rights, purchase contracts, units and/or warrants from time to time and at prices and on terms that the Company may determine. On October 7, 2022, the Company entered into a sales agreement with HC Wainwright, as agent, pursuant to which the Company may offer and sell ordinary shares, nominal value $ 0.01 per share, for aggregate gross sales proceeds of up to $ 16.0 million (subject to the availability of ordinary shares), from time to time through HC Wainwright by any method permitted that is deemed to be an "at the market offering" as defined in Rule 415 (a)(4) promulgated under the Securities Act of 1933, as amended. During the year ended December 31, 2022, the Company sold 356,933 ordinary shares under the “at-the-market” agreement at an average price of $ 1.25 per share for net proceeds of $ 0.4 million. On February 3, 2021, the Company entered into an underwriting agreement (the Underwriting Agreement) pursuant to which it issued and sold 2,318,840 ordinary shares, $ 0.01 nominal value per share, at a public offering price per share of $ 17.25 (the February 2021 Underwritten Offering). The February 2021 Underwritten Offering closed on February 8, 2021 . Pursuant to the Underwriting Agreement, the Company granted the underwriter an option for a period of 30 days to purchase up to an additional 347,826 ordinary shares on the same terms and conditions, which the underwriter exercised in full on February 10, 2021. This exercise increased the total number of ordinary shares sold by the Company in the offering to 2,666,666 shares, which resulted in aggregate gross proceeds of $ 46,000 and net proceeds of $ 42,119 after deducting underwriting discounts and commissions and other offering expenses. On February 9, 2021, the Company completed a registered direct offering (the February 2021 Registered Direct Offering), pursuant to which the Company issued and sold an aggregate of 1,166,666 ordinary shares, $ 0.01 nominal value per share, at a purchase price per share of $ 30.00 , for aggregate gross proceeds of $ 35,000 and net proceeds of $ 32,235 after deducting placement agent fees and other offering expenses. The closing date of the February 2021 Registered Direct Offering was February 12, 2021 . The Company offered the ordinary shares in the June 3, 2020 Offering, June 30, 2020 Offering, February 2021 Underwritten Offering and February 2021 Registered Direct Offering pursuant to its universal shelf registration statement on Form S-3, which was declared effective on July 16, 2019 (File No. 333-232569). Beginning on January 21, 2021 to December 31, 2022, certain noteholders of $ 39,201 aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of 3,592,555 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes. The aggregate principal amount of Exchangeable Notes outstanding as of December 31, 2022 was $ 12,607 . Warrants to purchase Ordinary Shares In connection with the initial drawdown under the Loan and Security Agreement, the Company issued SVB and LSF warrants to purchase an aggregate of 19,890 Series B convertible preferred shares (which converted into warrants to purchase 1,326 ordinary shares upon the Company’s IPO) at an exercise price of $ 282.75 per share. These warrants will expire on April 27, 2028 . No warrants had been exercised as of December 31, 2022. In connection with the June 3, 2020 Offering completed on June 5, 2020, pursuant to the June 3, 2020 SPA, in a concurrent private placement, the Company issued and sold to institutional investors warrants to purchase up to 99,057 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $ 24.30 per ordinary share, subject to adjustment in certain circumstances, and will expire on December 5, 2025 . Warrants to purchase 13,868 ordinary shares, amounting to 7 % of the ordinary shares issued under the June 3, 2020 SPA, were issued to designees of the placement agent on the closing of the June 3, 2020 Offering. Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $ 31.5465 per ordinary share and will expire on June 3, 2025. No warrants had been exercised as of December 31, 2022. In connection with the June 30, 2020 Offering completed on July 2, 2020, pursuant to the June 30, 2020 SPA, in a concurrent private placement, the Company has also issued and sold to institutional investors warrants to purchase up to 112,422 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $ 21.30 per ordinary share, subject to adjustment in certain circumstances, and will expire on January 2, 2026 . Warrants to purchase 15,739 ordinary shares, amounting to 7 % of the ordinary shares issued under the June 30, 2020 SPA, were issued to designees of the placement agent on closing of the June 30, 2020 Offering. Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $ 27.7965 per ordinary share and will expire on June 30, 2025 . As of December 31, 2022, warrants issued in connection with the June 30, 2020 Offering had been exercised for 84,317 ordinary shares, for net proceeds of $ 1,796 . In connection with the October 2020 Offering, the Company issued and sold warrants to purchase up to 1,346,153 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $ 9.75 per ordinary share, subject to adjustment in certain circumstances, and will expire on October 27, 2025 . Warrants to purchase 125,641 ordinary shares, which represents a number of ordinary shares equal to 7.0 % of the aggregate number of ordinary shares and pre-funded warrants sold in the October 2020 Offering, were issued to designees of the placement agent on closing of the October 2020 Offering. Upon closing, the warrants issued to such designees became exercisable immediately at an exercise price of $ 12.1875 per ordinary share and expire on October 22, 2025 . As of December 31, 2022, warrants issued in connection with the October 2020 Offering had been exercised for 1,392,701 ordinary shares, for net proceeds of $ 13,885 . In connection with the February 2021 Underwritten Offering, the Company issued to the underwriter’s designees warrants to purchase 162,318 ordinary shares, amounting to 7.0 % of the aggregate number of ordinary shares sold in the February 2021 Underwritten Offering which closed on February 8, 2021 . The warrants issued to such designees have an exercise price of $ 21.5625 per ordinary share, were exercisable upon issuance and will expire on February 3, 2026 . As of December 31, 2022, warrants issued in connection with the February 2021 Underwritten Offering had been exercised for 25,333 ordinary shares, for net proceeds of $ 546 . In connection with the February 2021 Underwritten Offering, the Company granted the underwriter an option for a period of 30 days to purchase an additional 347,826 ordinary shares. Upon the underwriter’s exercise of its option, on February 10, 2021 , the Company issued warrants to purchase an additional 24,347 ordinary shares to the underwriter’s designees, amounting to 7.0 % of the aggregate number of additional ordinary shares sold pursuant to the underwriter’s option. The warrants issued to such designees have an exercise price of $ 21.5625 per ordinary share, were exercisable upon issuance and will expire on February 3, 2026 . No warrants had been exercised as of December 31, 2022. In connection with the February 2021 Registered Direct Offering which closed on February 12, 2021 , warrants to purchase 81,666 ordinary shares, amounting to 7.0 % of the aggregate number of ordinary shares issued under the securities purchase agreement, were issued to designees of the placement agent upon closing. The warrants issued to such designees were exercisable upon issuance at an exercise price of $ 37.50 per ordinary share and will expire on February 9, 2026 . No warrants had been exercised as of December 31, 2022. Undesignated Preferred Shares The Company has authorized 100,000,000 undesignated preferred shares of $ 0.01 par value each as of December 31, 2022 . The Company's Board of Directors is authorized by the Company’s Articles of Association to determine the rights attaching to the undesignated preferred shares including rights of redemption, rights as to dividends, rights on winding up and conversion rights. There were no undesignated preferred shares in issue as of December 31, 2022 or December 31, 2021 . |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | (13) Share-Based Compensation On November 18, 2015, the Company’s Board of Directors adopted and approved the 2015 Equity Incentive Plan (the 2015 Plan), which authorized the Company to grant up to 14,895 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units and other share awards. The types of share-based awards, including the rights amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The purpose of the 2015 Plan was to provide the Company with the flexibility to issue share-based awards as part of an overall compensation package to attract and retain qualified personnel. On May 18, 2017, the Company amended the 2015 Plan to increase the number of ordinary shares available for issuance under the 2015 Plan by 14,640 shares to 29,535 shares. On March 14, 2018, the Company’s Board of Directors adopted and approved the 2018 Equity Incentive Plan (the 2018 Plan), which became effective upon the execution and delivery of the underwriting agreement related to the Company’s IPO in May 2018. Since adopting the 2018 Plan, no further grants will be made under the 2015 Plan. The ordinary shares underlying any options that are forfeited, canceled, repurchased or are otherwise terminated by the Company under the 2015 Plan will not be added back to the ordinary shares available for issuance. The 2018 Plan originally authorized the Company to grant up to 67,897 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units, performance share awards, performance cash awards and other share awards. The types of share-based awards, including the amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The ordinary shares underlying any options that are forfeited, canceled, repurchased or are otherwise terminated by the Company under the 2018 Plan are added back to the ordinary shares available for issuance under the 2018 Plan. On December 5, 2018, pursuant to powers delegated to it by the Board of Directors of the Company, the Compensation Committee approved an increase in the number of ordinary shares available to be granted pursuant to the 2018 Plan by 4 % of the total number of shares of the Company’s issued share capital on December 31, 2018, being 38,272 ordinary shares. On February 14, 2020, pursuant to powers delegated to it by the Board of Directors of the Company, the Compensation Committee approved, by written resolution, an increase of 39,650 ordinary shares to the number of ordinary shares available to be granted pursuant to the 2018 Plan, being just under 4 % of the total number of the Company’s ordinary shares outstanding on December 31, 2019, in accordance with the terms of the 2018 Plan. On June 10, 2020, at the Company’s annual general meeting of shareholders, the shareholders approved and adopted an amended and restated 2018 Plan which, among other things included an increase of 150,000 ordinary shares to the number of ordinary shares reserved for issuance under the 2018 Plan. On June 23, 2021, at the Company’s annual general meeting of shareholders, the shareholders approved an amendment to the amended and restated 2018 Plan to increase the number of ordinary shares reserved for issuance under the amended and restated 2018 Plan by 1,000,000 ordinary shares to 1,295,819 ordinary shares. On November 24, 2021, the Company’s Board of Directors adopted and approved the 2021 Inducement Equity Incentive Plan (the 2021 Inducement Plan) reserving 333,333 of its ordinary shares to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company (or following such individuals’ bona fide period of non-employment with the company), as a material inducement to such individuals’ entry into employment with the company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2021 Inducement Plan are substantially similar to the 2018 Plan. Share Options Unless specified otherwise in an individual option agreement, share options granted under the 2015 Plan, the 2018 Plan and the 2021 Inducement Plan generally have a ten year term and a four year vesting period for employees and a one year vesting period for directors. The vesting requirement is conditioned upon a grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of an option holder’s disability or death while employed by or providing service to the Company, the exercisable period extends to twelve months or eighteen months, respectively. The fair value of options granted are estimated using the Black-Scholes option-pricing model. The inputs for the Black-Scholes model require significant management assumptions. The risk-free interest rate is based on a normalized estimate of the 7-year U.S. treasury yield. The Company has estimated the expected term utilizing the “simplified” method for awards that qualify as “plain vanilla”. The Company does not have sufficient company-specific historical and implied volatility information and it therefore estimates its expected share volatility based on historical volatility information of reasonably comparable guideline public companies and itself. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected dividend yield is based on the fact that the Company has never paid cash dividends and the Company’s future ability to pay cash dividends on its shares may be limited by the terms of any future debt or preferred securities. The Company has elected to account for forfeitures as they occur. The Company granted 197,085 , 1,028,090 and 4,322 share options to employees and directors during the years ended December 31, 2022, 2021 and 2020, respectively. There were 296,199 , 1,033,820 and 17,778 unvested employee and director options outstanding as of December 31, 2022, December 31, 2021 and December 31, 2020, respectively. Total expense recognized related to the employee and director share options was $ 3,580 , $ 3,779 , and $ 1,136 , for the years ended December 31, 2022, 2021 and 2020, respectively. Total unamortized compensation expense related to employee and director share options was $ 929 , $ 21,521 and $ 970 as of December 31, 2022, December 31, 2021 and December 31, 2020, respectively, expected to be recognized over a remaining weighted average vesting period of 1.41 years, 3.49 years and 1.47 years as of December 31, 2022, December 31, 2021 and December 31, 2020, respectively. On July 7, 2022, certain of the Company's executive officers and employees agreed to the surrender and cancellation of certain previously granted share options for an aggregate of 906,800 ordinary shares in order to make additional shares available under the 2018 Plan. Total expense recognized in connection with the cancellation of these employee share options was $ 17,350 for the year ended December 31, 2022, and was recorded in other income and expense as Cancellation of Share Options. The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Year Ended December 31, 2022 2021 2020 Volatility 100 - 130 % 120 - 140 % 90.3 - 99.5 % Expected term in years 5.50 - 6.25 5.50 - 6.25 5.50 - 6.25 Dividend rate 0 % 0 % 0 % Risk-free interest rate 1.90 - 3.96 % 0.90 - 1.42 % 0.18 - 0.78 % Share price $ 0.81 -$ 6.72 $ 0.48 -$ 2.01 $ 1.68 -$ 2.03 Fair value of option on grant date $ 0.64 -$ 5.95 $ 0.45 -$ 1.75 $ 1.27 -$ 1.52 The following table summarizes total stock option activity for all Company plans: Equity Plans Inducement Plan Total Options outstanding December 31, 2019 76,636 — 76,636 Granted 4,322 — 4,322 Exercised — — — Forfeited ( 9,260 ) — ( 9,260 ) Expired ( 8,267 ) — ( 8,267 ) Options outstanding December 31, 2020 63,431 — 63,431 Granted 908,090 120,000 1,028,090 Exercised — — — Forfeited — — — Expired ( 22,882 ) — ( 22,882 ) Options outstanding December 31, 2021 948,639 120,000 1,068,639 Granted 190,753 6,332 197,085 Exercised — — — Forfeited — ( 3,333 ) ( 3,333 ) Cancelled Shares ( 906,800 ) — ( 906,800 ) Expired — — — Options outstanding December 31, 2022 232,592 122,999 355,591 The following table summarizes the total number of options outstanding and the weighted-average exercise price: Number of Weighted Weighted Aggregate Options outstanding December 31, 2019 76,636 $ 118.79 8.59 254 Granted 4,322 $ 25.36 Exercised — Forfeited ( 9,260 ) $ 129.07 Expired ( 8,267 ) $ 122.83 Options outstanding December 31, 2020 63,431 $ 110.40 5.41 — Granted 1,028,090 $ 27.13 Exercised — Forfeited — Expired ( 22,882 ) $ 118.49 Options outstanding December 31, 2021 1,068,639 $ 30.12 9.42 — Granted 197,085 $ 2.88 Exercised — Forfeited ( 3,333 ) $ 6.15 Cancelled Shares ( 906,800 ) $ 33.16 Expired — Options outstanding December 31, 2022 355,591 $ 7.49 9.12 — Exercisable at December 31, 2022 59,392 $ 22.21 8.09 The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s ordinary shares as of December 31, 2022, December 31, 2021 and December 31, 2020. The weighted average grant-date fair value per share of share options granted during the years ended December 31, 2022, 2021 and 2020 was $ 2.39 , $ 23.67 and $ 19.17 , respectively. Restricted Share Units (RSUs) The Company granted 66,398 RSUs to directors during the year ended December 31, 2022 and 123,017 RSUs to employees and directors during the year ended December 31, 2021 . No RSUs were granted to employees or directors during the year ended December 31, 2020. The following table summarizes the number of RSUs granted covering an equal number of the Company’s ordinary shares for all of our plans: Equity Plans Inducement Plan Total RSUs outstanding December 31, 2019 2,090 — 2,090 Granted — — — Shares vested ( 1,710 ) — ( 1,710 ) Forfeited ( 380 ) — ( 380 ) RSUs outstanding December 31, 2020 — — — Granted 89,684 33,333 123,017 Shares vested ( 4,000 ) — ( 4,000 ) Forfeited — — — RSUs outstanding December 31, 2021 85,684 33,333 119,017 Granted 66,398 — 66,398 Shares vested ( 48,353 ) ( 8,334 ) ( 56,687 ) Forfeited — — — RSUs outstanding December 31, 2022 103,729 24,999 128,728 The table below shows the total number of RSUs granted and the weighted-average grant date fair value of the total RSUs granted: Number of Weighted RSUs outstanding December 31, 2019 2,090 $ 105.21 Granted — Shares vested ( 1,710 ) $ 105.21 Forfeited ( 380 ) $ 105.21 RSUs outstanding December 31, 2020 — Granted 123,017 $ 19.32 Shares vested ( 4,000 ) $ 24.00 Forfeited — RSUs outstanding December 31, 2021 119,017 $ 19.16 Granted 66,398 $ 2.91 Shares vested ( 56,687 ) $ 21.23 Forfeited — RSUs outstanding December 31, 2022 128,728 $ 9.87 The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, which is generally one year for directors and two years for employees under our 2018 Plan and four year s for employees under our 2021 Inducement Plan. Total expense recognized related to the RSUs was $ 1,178 , $ 960 and $ 63 for the years ended December 31, 2022, 2021 and 2020, respectively. Total unamortized compensation expense related to the RSUs was $ 434 and $ 1,416 as of December 31, 2022 and December 31, 2021, respectively, and is expected to be recognized over a remaining average vesting period of 0.88 years and 1.89 years as of December 31, 2022 and December 31, 2021, respectively. No RSUs, which are subject to certain performance-based vesting conditions (Performance RSUs), were awarded during the years ended December 31, 2022 and 2021. The Company awarded 71,927 RSUs to certain employees during the year ended December 31, 2020 which were subject to certain vesting conditions (Performance RSUs). The table below shows the number of Performance RSUs granted covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the Performance RSUs granted: Number of Weighted Average Performance RSUs outstanding December 31, 2019 3,326 $ 123.15 Granted 71,927 $ 30.71 Shares vested — Forfeited ( 9,726 ) $ 45.75 Performance RSUs outstanding December 31, 2020 65,527 $ 33.18 Granted — Shares vested ( 41,961 ) $ 30.90 Expired ( 1,733 ) $ 29.85 Forfeited ( 21,833 ) $ 123.15 Performance RSUs outstanding December 31, 2021 — The weighted average grant date fair value of Performance RSUs with a market condition was determined using the Monte Carlo simulation model. The fair value of Performance RSUs is expensed ratably over the vesting period. Due to the expiration of Performance RSUs, a credit of $ 0 was recognized for the year ended December 31, 2021. Total expense recognized related to Performance RSUs was $ 1,560 for the year ended December 31, 2020. All Performance RSUs were fully expensed as of December 31, 2021. Total unamortized compensation expense related to Performance RSUs was $ 152 for the year ended December 31, 2020, expected to be recognized over a remaining average vesting period of 0.20 years as of December 31, 2020. The Company’s share-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows: Year ended December 31, 2022 2021 2020 Research and development expense $ 1,396 $ 1,322 $ 754 General and administrative expense 3,362 2,997 2,005 There was a total of $ 1,363 , $ 22,937 and $ 1,122 unamortized share-based compensation expense for share options, restricted share units and performance restricted share units as of December 31, 2022, December 31, 2021 and December 31, 2020, respectively, expected to be recognized over a remaining average vesting period of 1.28 years, 3.32 years and 0.80 years as of December 31, 2022, December 31, 2021 and December 31, 2020 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (14) Income Taxes During the years ended December 31, 2022, 2021 and 2020 , the Company recorded no income tax benefits for the net operating losses incurred in each year due to its uncertainty of realizing a benefit from those items. The provision for income taxes consists of the following components: Year Ended December 31, 2022 2021 2020 Current U.S. $ 301 $ 705 $ 743 Ireland — — — Total Current $ 301 $ 705 $ 743 Deferred U.S. $ — $ — $ — Ireland — — — Total Deferred $ — $ — $ — Income Tax Provision $ 301 $ 705 $ 743 Income taxes have been based on the following components of income (loss) before provision for income taxes: Year Ended December 31, 2022 2021 2020 U.S. $ ( 13,701 ) $ ( 34 ) $ 696 Ireland ( 30,432 ) ( 90,825 ) ( 51,959 ) Total $ ( 44,133 ) $ ( 90,859 ) $ ( 51,263 ) The Irish federal statutory rate is reconciled to the effective tax rate as follows: Year Ended Year Ended Year Ended Statutory rate 12.50 % $( 5,517 ) 12.50 % $( 11,357 ) 12.50 % $( 6,408 ) Impact of U.S. tax rate 4.71 % ( 2,080 ) 0.01 % ( 5 ) ( 0.20 )% 105 Impact of valuation allowance ( 5.30 )% 2,341 ( 3.64 )% 3,304 ( 6.47 )% 3,319 Research and development tax credit 0.00 % — 0.00 % — 0.14 % ( 71 ) Adjustments for current tax of prior periods ( 4.19 )% 1,851 0.14 % ( 131 ) ( 1.94 )% 995 Cancellation of share options ( 9.02 )% 3,983 0.00 % — 0.00 % — Fair value movements on derivative financial instruments 1.55 % ( 682 ) ( 8.37 )% 7,603 ( 4.34 )% 2,227 Other, net ( 0.92 )% 405 ( 1.42 )% 1,292 ( 1.13 )% 577 Effective tax rate ( 0.68 )% $ 301 ( 0.78 )% $ 705 ( 1.44 )% $ 743 The significant components of the Company’s deferred tax assets and liabilities are as follows: Year Ended December 31, 2022 2021 2020 Deferred tax assets Share-based compensation $ 438 $ 822 $ 650 Depreciation 42 127 31 Net operating loss carryforwards 36,059 33,218 30,261 Other ( 11 ) 120 41 Valuation allowance ( 36,528 ) ( 34,287 ) ( 30,983 ) Total deferred tax assets $ — $ — $ — Deferred tax liabilities — — — Net deferred tax asset $ — $ — $ — As a company incorporated in Ireland, it is principally subject to taxation in Ireland. The Company has net operating loss carryforwards in Ireland of approximately $ 36,059 , $ 33,218 and $ 30,261 as of the years ended December 31, 2022, 2021 and 2020, respectively, for which a full valuation allowance has been recognized as it was determined that it is more-likely-than-not that these net deferred tax assets will not be realized. The net operating loss carryforwards do not expire, but are carried forward indefinitely. Realization of these deferred tax assets is dependent on the generation of sufficient taxable income. If the Company demonstrates consistent profitability in the future, the evaluation of the recoverability of these deferred tax assets may change and the remaining valuation allowance may be released in part or in whole. While management expects to realize the deferred tax assets, net of valuation allowances, changes in estimates of future taxable income or in tax laws may alter this expectation. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: 2022 2021 Balance at January 1 $ 3,300 $ 3,024 (Decrease) / Increase in tax positions ( 456 ) 276 Balance at December 31 $ 2,844 $ 3,300 The Company's federal and state income tax returns for 2019 through 2021 remain open to examination by the IRS. The Company's income tax returns in Ireland remain open to examination from 2018 to 2021. The Company is not currently subject to any audits or examination. In August 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law in the United States. The IRA created a new corporate alternative minimum tax of 15 % on adjusted financial statement income and an excise tax of 1 % of the value of certain stock repurchases. The provisions of the IRA will be effective for periods beginning after December 31, 2022. The enactment of the IRA did not result in any material adjustments to the Company's income tax provisions or net deferred tax assets as of December 31, 2022. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (15) Commitments and Contingencies License Agreement On November 18, 2015, the Company entered into a license agreement with Pfizer for the worldwide exclusive rights to research, develop, manufacture and commercialize sulopenem. As part of the license agreement, the Company is obligated to pay Pfizer potential future regulatory milestone payments, as well as sales milestones upon achievement of net sales ranging from $ 250.0 million to $ 1.0 billion for each product type. The Company is also obligated to pay Pfizer royalties ranging from a single-digit to mid-teens percentage based on marginal net sales of each licensed product. Royalty-Linked Notes On January 21, 2020, as part of the Private Placement, the Company issued 2,579,400 RLNs to a group of accredited investors. On September 8, 2020, as part of the Rights Offering, the Company issued 11,000 RLNs to existing shareholders. The RLNs will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of the Company’s net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless the Company receives FDA approval for one or more specified sulopenem products prior to December 31, 2025 and the Company earns net revenues on such product. If any portion of the principal amount of the outstanding RLNs, equal to $ 0.04 per RLN, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that the Company has not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The RLNs will earn default interest if the Company breaches certain obligations under the RLN Indenture (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $ 160.00 (or 4,000 times the principal amount of such note). The RLNs will be redeemable at the Company’s option, subject to the terms of the RLN Indenture. Legal Proceedings On August 5, 2021, a putative class action lawsuit was filed against the Company, its Chief Executive Officer and Chief Financial Officer in the United States District Court for the Northern District of Illinois. The complaint was purported to be brought on behalf of shareholders who purchased the Company's securities between November 30, 2020 and July 26, 2021. The complaint generally alleged that the defendants violated Section 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making purportedly material misstatements or omissions concerning the Company’s submission of its NDA to the FDA for marketing approval of oral sulopenem for the treatment of uUTIs in patients with a quinolone non-susceptible pathogen and the likelihood of such approval. The complaint sought, among other things, unspecified damages, attorneys' fees, expert fees and other costs. The court appointed a lead plaintiff and approved plaintiff’s selection of lead counsel on November 3, 2021. On January 26, 2022, plaintiff filed an amended complaint which included allegations similar to those made in the original complaint and sought similar relief. On April 8, 2022, the Company filed a motion to dismiss with the court seeking dismissal of all claims asserted. Oral argument on the motion to dismiss occurred on August 17, 2022. On December 28, 2022, the count granted the Company's motion to dismiss without prejudice giving the plaintiffs until January 24, 2023 to file an amended complaint. As no amended complaint was filed, the dismissal was converted to a dismissal with prejudice on January 25, 2023. Other Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date the Company evaluates whether or not a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings. The Company has no contingent liabilities in respect of legal claims arising in the ordinary course of business. Under the terms of their respective employment agreements, each of the named executive officers is eligible to receive severance payments and benefits upon a termination without “cause” (other than due to death or disability) or upon “resignation for good reason”, contingent upon the named executive officer’s continued performance for the Company. Under the terms of the Employee Severance Plan approved by the Compensation Committee in January 2022, an employee, who is not an executive officer of the Company, is entitled to severance pay and benefits on a "qualifying termination", that is termination at any time during the period beginning on the date that is 30 days prior to and ending on the date that is 12 months following a change of control without "cause" (other than due to death or disability) based on the employee's level/salary grade. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | (16) Condensed Consolidating Financial Statements On January 21, 2020, the Company completed a Private Placement pursuant to which its wholly owned subsidiary, Iterum Bermuda, issued and sold $ 51,588 aggregate principal amount of Exchangeable Notes and $ 103 aggregate principal amount of RLNs to a group of accredited investors. On September 8, 2020, the Company completed a Rights Offering pursuant to which Iterum Bermuda issued and sold $ 220 aggregate principal amount of Exchangeable Notes and $ 0.44 ag gregate principal amount of RLNs to existing shareholders. The Securities were sold in Units with each Unit consisting of an Exchangeable Note in the original principal amount of $ 1,000 and 50 RLNs. As of December 31, 2022 , $ 12,607 million aggregate principal amount of Exchangeable Notes and all RLNs remained outstanding. The Units were issued by Iterum Bermuda, which was formed on November 6, 2019 and is a 100 % owned “finance subsidiary” of the Company under Rule 3-10 of Regulation S-X with no independent function and no assets or operations other than those related to the issuance, administration and repayment of the Exchangeable Notes and RLNs. Iterum Therapeutics plc, as the parent company, has no independent assets or operations, and its operations are conducted solely through its subsidiaries. The assets, liabilities and results of operations of the Company, Iterum Bermuda and Iterum Therapeutics International Limited, Iterum Therapeutics US Holding Limited and Iterum Therapeutics US Limited (the Subsidiary Guarantors) are not materially different than the corresponding amounts presented in the consolidated financial statements of this Annual Report on Form 10-K. The Company and the Subsidiary Guarantors have provided a full and unconditional guarantee of Iterum Bermuda’s obligations under the Exchangeable Notes and the RLNs, and each of the guarantees constitutes the joint and several obligations of the applicable guarantor. The Subsidiary Guarantors are 100 % directly or indirectly owned subsidiaries of the Company. There are no significant restrictions upon the Company’s or the Subsidiary Guarantors’ ability to obtain funds from their subsidiaries by dividend or loan. None of the assets of Iterum Bermuda or the Subsidiary Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | (17) Subsequent Events The Company considers events and transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements for potential recognition and disclosure in the consolidated financial statements. The Company has a banking relationship with SVB. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, the Federal Reserve Board approved actions enabling the FDIC to complete its resolution of SVB in a manner that fully protects all depositors. Based on the foregoing and the Company's analysis of the components of its relationship with SVB, the Company does not expect these events to have a material impact on the Company's consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Going concern | In accordance with Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date of issue of the consolidated financial statements. The Company has funded its operations to date primarily with proceeds from the sale of preferred shares and ordinary shares, warrants, debt raised under its financing arrangement with SVB including the PPP loan (both of which have been repaid), payments received under the CARB-X program and proceeds of the Private Placement and Rights Offering. The Company has incurred operating losses since inception, including net losses of $ 44,434 , $ 91,564 and $ 52,006 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company had an accumulated deficit of $ 422,927 as of December 31, 2022 and expects to continue to incur net losses for the foreseeable future. Management believes that its cash and cash equivalents balance of $ 21,092 and short-term investments of $ 39,712 at December 31, 2022 are sufficient to fund operations until mid-2024. In making this assessment management have considered the planned operations of the company and the ability to adjust its plans if required. In addition, in parallel, the Company is evaluating its corporate, strategic, financial and financing alternatives, with the goal of maximizing value for its stakeholders. These alternatives could potentially include the licensing, sale or divestiture of the Company’s assets or proprietary technologies, a sale of the Company, a merger or other business combination or another strategic transaction involving the Company. The evaluation of corporate, strategic, financial and financing alternatives may not result in any particular action or any transaction being pursued, entered into or consummated, and there is no assurance as to the timing, sequence or outcome of any action or transaction or series of actions or transactions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of share-based compensation awards, the valuation of the RLNs and the Derivative liabilities, which consist of embedded features in the Exchangeable Notes, and the accrual for research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ materially from those estimates. Specifically, management has estimated variables used to calculate the discounted cash flow analysis (DCF) and assumptions used in the binomial option pricing model to value derivative instruments (see Note 3 – Fair Value of Financial Assets and Liabilities). |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the year ended December 31, 2022, these changes related to unrealized gains and losses on the Company’s available-for-sale short-term investments. For the year ended December 31, 2021, there was no difference between net loss and comprehensive loss. There were no reclassifications out of comprehensive loss for the years ended December 31, 2022 and 2021. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of Iterum Therapeutics plc and its wholly owned subsidiaries (which are referred to herein, collectively, as the Company where context requires). All significant intercompany balances and transactions have been eliminated on consolidation. The Company has no involvement with variable interest entities. |
Short-term investments | Short-term Investments The Company's investments consist primarily of debt securities, including investment-grade corporate bonds. The Company considers its portfolio of investments to be available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Investments with maturities beyond one year are generally classified as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value are included as a component of other income (expense), net based on the specific identification method. Any credit impairments are recorded through an allowance account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250 , while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $ 107 (€ 100 ). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s consolidated balance sheet is $ 17 and $ 17 for the years ended December 31, 2022 and 2021, respectively , relating to the warrants issued on June 5, 2020 pursuant to the securities purchase agreement (June 3, 2020 SPA) in the June 3, 2020 registered direct offering (June 3, 2020 Offering), $ 6 and $ 6 for the years ended December 31, 2022 and 2021, respectively , relating to the warrants issued on July 2, 2020 pursuant to the securities purchase agreement (June 30, 2020 SPA) in the June 30, 2020 registered direct offering (June 30, 2020 Offering) and $ 11 and $ 11 for the years ended December 31, 2022 and 2021, respectively , relating to warrants issued in the underwritten offering in October 2020 (October 2020 Offering). On the closing date of each of the registered direct offerings in June 2020 (June 3 Offering) and July 2020 (June 30 Offering) and the underwritten offering in the October 2020 Offering, each investor deposited $ 0.01 per warrant issued being the nominal value of the underlying ordinary share represented by each warrant. This amount will be held in trust by the Company pending a decision by the relevant investor to exercise the warrant by means of a “cashless exercise” pursuant to the terms of the warrant, in which case the $ 0.01 will be used to pay up the nominal value of the ordinary share issued pursuant to the warrant. Upon the exercise of the warrants other than by means of a "cashless exercise", the amount held in trust will be returned to the relevant investor in accordance with the terms of the applicable purchase agreement or prospectus. Also included within restricted cash on the Company’s consolidated balance sheet is a certificate of deposit for $ 30 for the year ended December 31, 2021, which was being held by a third party bank as collateral for the irrevocable letter of credit issued in March 2018 to secure an office lease (see Note 8 – Leases). |
Foreign Currencies | Foreign Currencies Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in U.S. dollars. Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated into the functional currency at the rate of exchange at the balance sheet date, and the resulting gains and losses are recognized in the consolidated statement of operations and comprehensive loss. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of transaction. |
Intangible Assets | Intangible Assets The Company’s finite-lived intangible asset is stated at cost less accumulated amortization. The Company calculates amortization expense using the straight-line method over the estimated useful life of the related asset which the Company believes reasonably represents the time period in which the economic benefit of the intangible asset is consumed or otherwise realized. The Company reviews the recoverability of the finite-lived intangible asset and, when there are indications that this asset is more likely than not to have become impaired, will test for impairment. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Leasehold improvements Shorter of life of lease or 10 years Furniture and fixtures 5 years Laboratory equipment 5 years Computer equipment 3 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Repairs and maintenance costs are expensed as incurred. The Company reviews the recoverability of all long-lived assets, including the related useful life, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. |
Leases | Leases The Company determines if an arrangement contains a lease at inception. For arrangements that contain a lease, lease classification, recognition, and measurement are determined at the lease commencement date. The Company has elected to separately account for lease and non-lease components in determining the lease liabilities and right-of-use assets. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The Company’s lease agreements generally do not provide an implicit borrowing rate, therefore the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. All operating lease expenses are recognized on a straight-line basis over the lease term. |
Research and Development Expenses | Research and Development Expenses The Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, facilities costs, depreciation, amortization, manufacturing expenses and external costs of third-parties engaged to supply active pharmaceutical ingredient and drug product and conduct preclinical and clinical development activities and trials, as well as the cost of licensing technology, license fees, and other external costs. Advance payments for goods and services that will be used in future research and development activities are recorded as prepaid expenses and expensed when the activity is performed or when the goods have been received. |
Accrued Research And Development Expenses | Accrued Research and Development Expenses The Company has entered into various research and development contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. This process involves reviewing open contracts and purchase orders, communicating with Company personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual costs. The majority of the Company’s service providers invoice in arrears for services performed, on a pre-determined schedule or when contractual milestones are met; however, some require advanced payments. The Company estimates accrued expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known at that time. It periodically confirms the accuracy of these estimates with the service providers and makes adjustments if necessary. Examples of estimated accrued research and development expenses include fees paid to: • Vendors, including central laboratories, in connection with preclinical development activities; • Clinical Research Organizations, or CROs, and investigative sites in connection with preclinical studies and clinical trials; and • Contract Manufacturing Organizations, or CMOs, in connection with drug substance and drug product formulation of preclinical and clinical trial materials. The Company bases expenses related to preclinical studies and clinical trials on estimates of the services received and efforts expended pursuant to quotes and contracts with multiple research institutions and CROs that conduct and manage preclinical studies and clinical trials on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the accrual or the amount of prepaid expenses is adjusted accordingly. Although the Company does not expect the 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 reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to prior estimates of accrued research and development expenses. |
Patent Costs | Patent Costs All patent related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Share-Based Compensation | Share-Based Compensation The Company measures share-based awards granted to employees and directors with service based vesting conditions only based on the fair value on the date of grant using the Black-Scholes option-pricing model. Compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award, using the straight-line method. The Company measures share-based awards granted to employees and directors with both performance and service based vesting conditions based on the fair value on the date of grant using the Monte Carlo simulation model. Compensation expense of those awards is recognized over the determined vesting period, the period over which all the specified vesting conditions are to be satisfied, using the straight-line method. For awards granted to consultants and non-employees, compensation expense is recognized over the period during which services are rendered until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s ordinary shares and updated assumption inputs in the Black-Scholes option-pricing model or the Monte Carlo simulation model. The Company classifies share-based compensation expense in the consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Black-Scholes option-pricing model uses key inputs and assumptions including the expected term of the option, share price volatility, risk-free interest rate, dividend yield, share price and exercise price which is equivalent to closing market value on the date of grant. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of share-based compensation expense. The Monte Carlo simulation model uses key inputs and assumptions including share price volatility, risk-free interest rate, the expected date of satisfaction of vesting conditions and share price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of share-based compensation expense. The Company has elected to account for forfeitures as they occur. |
Grant Awards | Grant Awards The Company may generate revenue from grant awards that reimburse certain allowable costs for specified projects. For contracts with third parties, when the Company has concluded that it is the principal in conducting the research and development, and where the funding arrangement is considered central to the Company’s ongoing operations, it classifies the recognized funding received as revenue. |
Research and Development Credits | Research and Development Credits Research and development credits are available to the Company under the tax laws in both Ireland and the United States, based on qualifying research and development spend in each jurisdiction as defined under those tax laws. Research and development credits are generally recognized as a reduction of research and development expenses. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g. quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. • Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company’s short-term investments, RLNs and Derivative liability are carried at fair value, determined according to the fair value hierarchy above, see Note 3 for further details. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. |
Borrowings | Borrowings Interest bearing long-term debt is recognized initially at fair value, net of transactions costs incurred. Subsequent to initial recognition, interest bearing long-term debt is measured at amortized cost with any difference between cost and redemption value being recognized as a non-cash component of interest expense in the income statement over the period of the borrowings on an effective interest basis. |
Derivative Liability | Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts which require bifurcation and measurement at fair value for accounting purposes on the balance sheet date. Any liabilities recorded at fair value are revalued each reporting period with the resulting change in fair value reflected in adjustments to fair value of derivatives. In determining the appropriate fair values, the Company uses the binomial option pricing model, and in the case of the change of control component, in combination with a DCF analysis, which is discussed in Note 3 – Fair Value of Financial Assets and Liabilities. The Company’s derivative financial instruments consist of embedded features in the Exchangeable Notes. The embedded derivatives include provisions that provide the noteholder with certain exchange rights and protections on a fundamental change such as a change of control. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. |
Royalty-Linked Notes | Royalty-Linked Notes On recognition, the RLNs qualified as debt instruments under ASC 470, Debt , and were initially recorded at fair value, applying a DCF model, and then subsequently measured at amortized cost. In January 2021, the RLNs were exchange listed, and therefore, derivative accounting has been applied in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts which require bifurcation and measurement at fair value for accounting purposes on the balance sheet date. Any liabilities recorded at fair value are revalued at each reporting period with the resulting change in fair value reflected in adjustments to fair value of derivatives. |
Ordinary Share Warrants | Ordinary Share Warrants 1. The Company accounts for ordinary share warrants in accordance with applicable accounting guidance provided in ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity , as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), provided that such warrants are indexed to the Company's own shares is classified as equity. The Company completed a number of offerings containing freestanding derivatives which satisfy the criteria for classification as equity instruments as the warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company's own stock. The Company assesses classification of its ordinary share warrants at each reporting date to determine whether the instruments still qualify for the scope exception under ASC 815. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company has most of its cash, cash equivalents and short-term investments at three accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method which requires deferred tax assets and liabilities to be recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss carryforwards and research and development tax credits. Valuation allowances are provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50 % likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Basic and diluted net loss per ordinary share is determined by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding during the period in accordance with ASC 260, Earnings per Share . For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, unvested performance restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Year ended December 31, 2022 2021 2020 Options to purchase ordinary shares 355,591 1,068,639 63,431 Unvested restricted share units 128,728 119,017 — Unvested performance restricted share units — — 65,527 Warrants 480,186 480,186 1,629,619 Exchangeable Notes 1,287,660 1,217,386 4,715,004 Total 2,252,165 2,885,228 6,473,581 |
Segment and Other Information | Segment and Other Information The Company determines and presents operating segments based on the information that is internally provided to the Chief Executive Officer, Chief Financial Officer and Chief Medical Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting . The Company has determined that it operates as a single business segment, which is the development and commercialization of innovative treatments for drug resistant bacterial infections. The distribution of total operating expenses by geographical area was as follows: Year ended December 31, Operating expenses 2022 2021 2020 Ireland $ 22,015 $ 15,926 $ 23,423 U.S. 8,332 8,554 8,703 Bermuda 36 57 — Total $ 30,383 $ 24,537 $ 32,126 The distribution of long-lived assets by geographical area was as follows: Long lived assets December 31, 2022 December 31, 2021 Ireland $ 4,052 $ 7,601 U.S. 303 578 Total $ 4,355 $ 8,179 |
Retirement Plan | Retirement Plan The Company has a defined contribution plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers all U.S. employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. If the 401(k) Plan is considered top-heavy at the end of the financial year, with key employee accounts accounting for greater than 60 % of total 401(k) Plan assets, the Company is required to contribute a deferral rate of up to 3 % to the 401(k) Plan on behalf of certain employees. The Company was not required to make a top-heavy contribution for the years ended December 31, 2022, 2021 and 2020 . |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. The Company’s policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on the estimates of future demand for a particular product. If the estimate of future demand changes, the Company considers the impact on the reserve for excess inventory and adjusts the reserve as required. Increases in the reserve are recorded as charges in cost of product sales. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expenses. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the clinical trial. Prior to an advisory committee providing a recommendation to the FDA that the Company’s application should be approved, costs related to manufacturing the product candidates are recorded as research and development expenses. All direct manufacturing costs incurred after this recommendation will be capitalized into inventory. The Company had no inventory as of December 31, 2022 or December 31, 2021 . |
Contingent Consideration | Contingent Consideration Certain license agreements contain milestone payments that could result in the requirement to make contingent consideration payments, see Note 15 for further details. Contingent consideration is recorded at the acquisition date estimated fair value of the contingent payment. The fair value of the contingent consideration is measured at each reporting period. Any related unwinding of discount is recognized as a finance expense. Other changes in fair value are recognized in profit or loss or capitalized as an intangible asset depending on the stage of development. As of December 31, 2022 , no milestones had been met that required the Company to recognize contingent consideration. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies an issuer’s accounting for modifications or exchanges of freestanding written call options that remain equity-classified after modification. The ASU 2021-04 is effective for all entities for interim and annual periods in fiscal years beginning after December 15, 2021. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments , which requires a lessor to classify a lease with entirely or partially variable payments that do not depend on an index or rate as an operating lease if a different classification would result in a commencement date selling loss (Day 1 loss). For entities that have adopted ASU 2016-02, Leases , as of July 19, 2021, ASU 2021-05 is effective for annual and interim periods in fiscal years beginning after December 15, 2021 for public business entities and annual periods in fiscal years beginning after December 15, 2021 and interim periods in fiscal years beginning after December 15, 2022 for all other entities. The new standard became effective for the Company on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Depreciated Using the Straight-Line Method Over the Estimated Useful Life of Each Asset | Property and equipment are stated at cost less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Leasehold improvements Shorter of life of lease or 10 years Furniture and fixtures 5 years Laboratory equipment 5 years Computer equipment 3 years |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding | For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, unvested performance restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Year ended December 31, 2022 2021 2020 Options to purchase ordinary shares 355,591 1,068,639 63,431 Unvested restricted share units 128,728 119,017 — Unvested performance restricted share units — — 65,527 Warrants 480,186 480,186 1,629,619 Exchangeable Notes 1,287,660 1,217,386 4,715,004 Total 2,252,165 2,885,228 6,473,581 |
Schedule of Distribution of Total Operating Expenses by Geographical Area | The distribution of total operating expenses by geographical area was as follows: Year ended December 31, Operating expenses 2022 2021 2020 Ireland $ 22,015 $ 15,926 $ 23,423 U.S. 8,332 8,554 8,703 Bermuda 36 57 — Total $ 30,383 $ 24,537 $ 32,126 |
Schedule of Distribution of Long-Lived Assets by Geographical Area | The distribution of long-lived assets by geographical area was as follows: Long lived assets December 31, 2022 December 31, 2021 Ireland $ 4,052 $ 7,601 U.S. 303 578 Total $ 4,355 $ 8,179 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Financial Assets Measured at Fair Value | The following table presents information about the Company’s financial assets that were carried at fair value on a recurring basis on the consolidated balance sheet as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. December 31, 2022 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 7,781 $ — $ 7,781 $ — Commercial paper 15,232 — 15,232 — U.S. Treasury bonds 16,699 — 16,699 — $ 39,712 $ — $ 39,712 $ — December 31, 2021 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 31,703 $ — $ 31,703 $ — Commercial paper 5,293 — 5,293 — U.S. Treasury bonds 16,902 — 16,902 — $ 53,898 $ — $ 53,898 $ — |
Summary of Long-term Debt And Exchangeable Notes Carried at Amortized Cost on Consolidated Balance Sheet | The following table presents information about the Company’s debt, Exchangeable Notes, Derivative liability and RLNs and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: December 31, 2022 Liabilities Book Value Approximate Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Long-term exchangeable notes $ 10,094 $ 10,827 $ — $ 10,827 $ — Derivative liability - exchange option and change of control 196 196 — — 196 Revenue Futures Royalty-linked notes 18,372 18,372 — — 18,372 Total $ 28,662 $ 29,395 $ — $ 10,827 $ 18,568 December 31, 2021 Liabilities Book Value Approximate Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 1,627 $ 1,627 $ — $ 1,627 $ — Exchangeable Notes Long-term exchangeable notes 6,930 9,495 — 9,495 — Derivative liability - exchange option and change of control 6,058 6,058 — — 6,058 Revenue Futures Royalty-linked notes 17,968 17,968 — — 17,968 Total $ 32,583 $ 35,148 $ — $ 11,122 $ 24,026 |
Summary of Changes in Fair Value of Derivative Liability | The following table presents the changes in fair value of the Company's Derivative liability: Year Ended December 31, 2022 Year Ended December 31, 2021 Balance at January 1 $ 6,058 $ 28,865 Conversion of Exchangeable Notes — ( 80,512 ) Adjustment to fair value ( 5,862 ) 57,705 Balance at December 31 $ 196 $ 6,058 |
Summary of Assumptions Used to Determine Fair Value of Options | The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Year Ended December 31, 2022 2021 2020 Volatility 100 - 130 % 120 - 140 % 90.3 - 99.5 % Expected term in years 5.50 - 6.25 5.50 - 6.25 5.50 - 6.25 Dividend rate 0 % 0 % 0 % Risk-free interest rate 1.90 - 3.96 % 0.90 - 1.42 % 0.18 - 0.78 % Share price $ 0.81 -$ 6.72 $ 0.48 -$ 2.01 $ 1.68 -$ 2.03 Fair value of option on grant date $ 0.64 -$ 5.95 $ 0.45 -$ 1.75 $ 1.27 -$ 1.52 |
Binomial Option Pricing Model | |
Summary of Assumptions Used to Determine Fair Value of Options | The following summary table shows the assumptions used in the binomial option pricing model to estimate the fair value of the exchange option: December 31, December 31, Share price $ 0.84 $ 5.88 Market capitalization $ 10,582,858 $ 71,647,911 Volatility 100 % 130 % Risk-free interest rate 4.46 % 1.00 % Dividend rate 0 % 0 % |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available for Sale Short-term Investments by Major Security Type | The following table represents the Company’s available-for-sale short-term investments by major security type as of December 31, 2022: December 31, 2022 Maturity by period Amortized Unrealized Unrealized Fair Value Less than 1 Available-for-sale Cost Gains (Losses) Total Year 1 to 5 Years Corporate bonds $ 7,836 $— $( 55 ) $ 7,781 $ 7,781 $— Commercial paper 15,230 2 — 15,232 15,232 — U.S. Treasury bonds 16,996 — ( 297 ) 16,699 16,699 — Total $ 40,062 $ 2 $( 352 ) $ 39,712 $ 39,712 $— The following table represents the Company’s available for sale short-term investments by major security type as of December 31, 2021: December 31, 2021 Maturity by period Amortized Unrealized Unrealized Fair Value Less than 1 Available-for-sale Cost Gains (Losses) Total Year 1 to 5 Years Corporate bonds $ 31,723 $ 1 $( 21 ) $ 31,703 $ 30,677 $ 1,026 Commercial paper 5,293 — — 5,293 5,293 — U.S. Treasury bonds 16,989 — ( 87 ) 16,902 — 16,902 Total $ 54,005 $ 1 $( 108 ) $ 53,898 $ 35,970 $ 17,928 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2022 December 31, 2021 Prepaid research and development expenses $ 458 $ — Research and development tax credit receivable 118 840 Prepaid insurance 592 624 Interest receivable 55 290 Value added tax receivable 38 75 Other prepaid assets 42 56 Short-term deposits 35 37 Total $ 1,338 $ 1,922 |
Intangible Asset, Net (Tables)
Intangible Asset, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible Asset and Related Accumulated Amortization | Intangible asset and related accumulated amortization are as follows: December 31, 2022 December 31, 2021 Gross intangible asset $ 5,148 $ 5,148 Less: accumulated amortization ( 3,429 ) ( 1,713 ) $ 1,719 $ 3,435 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Related Accumulated Depreciation | Property and equipment and related accumulated depreciation are as follows: December 31, 2022 December 31, 2021 Leasehold improvements $ 148 $ 148 Furniture and fixtures 120 120 Laboratory equipment — 86 Computer equipment 85 23 353 377 Less: accumulated depreciation ( 284 ) ( 286 ) $ 69 $ 91 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Right-of-Use Assets and Lease Liabilities | Information related to the Company’s right-of-use assets and related lease liabilities is as follows: December 31, 2022 December 31, 2021 Cash paid for operating lease liabilities $ 709 $ 944 December 31, 2022 December 31, 2021 Weighted-average remaining lease term 5.04 years 13.97 years Weighted-average discount rate 5.5 % 7.0 % Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the consolidated balance sheet as follows, representing the Company’s right to use the underlying asset for the lease term (“Other assets”) and the Company’s obligation to make lease payments (“Other current liabilities” and “Other liabilities”): December 31, 2022 December 31, 2021 Other assets $ 1,770 $ 3,741 Other current liabilities $ 332 $ 464 Other liabilities 1,304 3,436 Total lease liabilities $ 1,636 $ 3,900 |
Schedule of Future Lease Payments Included in Measurement of Lease Liabilities on Condensed Consolidated Balance Sheet | Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet as of December 31, 2022 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended December 31, 2023 $ 407 2024 412 2025 344 2026 295 2027 295 Thereafter 74 $ 1,827 Less imputed interest ( 191 ) Total lease liabilities $ 1,636 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, 2022 December 31, 2021 Accrued payroll and bonus expenses $ 1,971 $ 771 Accrued clinical trial costs 1,549 45 Accrued professional fees 606 16 Accrued other expenses 206 256 Accrued manufacturing expenses 14 77 Total $ 4,346 $ 1,165 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Principal Payments on Outstanding Debt, Including Principal Amounts owed to RLN Holders | Scheduled principal payments on outstanding debt, including principal amounts owed to RLN holders (see Note 11 – Royalty-Linked Notes) as of December 31, 2022, for the following five fiscal years and thereafter were as follows: Year Ending December 31, 2023 $— 2024 — 2025 12,607 2026 — 2027 — Thereafter 104 $ 12,711 |
2025 Exchangeable Notes | |
Summary of Balance of Exchangeable Notes | The balance of the Exchangeable Notes at each reporting date is as follows: December 31, 2022 Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 5,058 September 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 20 Conversion of $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 39,201 ) ( 2,697 ) 2025 Exchangeable Notes 12,607 2,381 Unamortized discount and debt issuance costs ( 4,894 ) — 2025 Exchangeable Notes, net $ 7,713 $ 2,381 December 31, Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 4,246 September 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 12 Conversion of $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 39,201 ) ( 2,697 ) 2025 Exchangeable Notes 12,607 1,561 Unamortized discount and debt issuance costs ( 7,238 ) — 2025 Exchangeable Notes, net $ 5,369 $ 1,561 |
Royalty-Linked Notes (Tables)
Royalty-Linked Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Royalty Linked Notes [Abstract] | |
Summary of Royalty-Linked Notes | The balance of the RLNs at each reporting date is as follows: December 31, Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 3,665 Total liability related to the sale of future royalties at December 31, 2021 $ 18,372 Current Portion — Long-term Portion $ 18,372 December 31, Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 3,261 Total liability related to the sale of future royalties at December 31, 2020 $ 17,968 Current Portion — Long-term Portion $ 17,968 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Assumptions Used to Determine Fair Value of Options | The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Year Ended December 31, 2022 2021 2020 Volatility 100 - 130 % 120 - 140 % 90.3 - 99.5 % Expected term in years 5.50 - 6.25 5.50 - 6.25 5.50 - 6.25 Dividend rate 0 % 0 % 0 % Risk-free interest rate 1.90 - 3.96 % 0.90 - 1.42 % 0.18 - 0.78 % Share price $ 0.81 -$ 6.72 $ 0.48 -$ 2.01 $ 1.68 -$ 2.03 Fair value of option on grant date $ 0.64 -$ 5.95 $ 0.45 -$ 1.75 $ 1.27 -$ 1.52 |
Summary of Stock Options Activity | The following table summarizes total stock option activity for all Company plans: Equity Plans Inducement Plan Total Options outstanding December 31, 2019 76,636 — 76,636 Granted 4,322 — 4,322 Exercised — — — Forfeited ( 9,260 ) — ( 9,260 ) Expired ( 8,267 ) — ( 8,267 ) Options outstanding December 31, 2020 63,431 — 63,431 Granted 908,090 120,000 1,028,090 Exercised — — — Forfeited — — — Expired ( 22,882 ) — ( 22,882 ) Options outstanding December 31, 2021 948,639 120,000 1,068,639 Granted 190,753 6,332 197,085 Exercised — — — Forfeited — ( 3,333 ) ( 3,333 ) Cancelled Shares ( 906,800 ) — ( 906,800 ) Expired — — — Options outstanding December 31, 2022 232,592 122,999 355,591 The following table summarizes the total number of options outstanding and the weighted-average exercise price: Number of Weighted Weighted Aggregate Options outstanding December 31, 2019 76,636 $ 118.79 8.59 254 Granted 4,322 $ 25.36 Exercised — Forfeited ( 9,260 ) $ 129.07 Expired ( 8,267 ) $ 122.83 Options outstanding December 31, 2020 63,431 $ 110.40 5.41 — Granted 1,028,090 $ 27.13 Exercised — Forfeited — Expired ( 22,882 ) $ 118.49 Options outstanding December 31, 2021 1,068,639 $ 30.12 9.42 — Granted 197,085 $ 2.88 Exercised — Forfeited ( 3,333 ) $ 6.15 Cancelled Shares ( 906,800 ) $ 33.16 Expired — Options outstanding December 31, 2022 355,591 $ 7.49 9.12 — Exercisable at December 31, 2022 59,392 $ 22.21 8.09 |
Summary of Restricted Share Units (RSUs) | The following table summarizes the number of RSUs granted covering an equal number of the Company’s ordinary shares for all of our plans: Equity Plans Inducement Plan Total RSUs outstanding December 31, 2019 2,090 — 2,090 Granted — — — Shares vested ( 1,710 ) — ( 1,710 ) Forfeited ( 380 ) — ( 380 ) RSUs outstanding December 31, 2020 — — — Granted 89,684 33,333 123,017 Shares vested ( 4,000 ) — ( 4,000 ) Forfeited — — — RSUs outstanding December 31, 2021 85,684 33,333 119,017 Granted 66,398 — 66,398 Shares vested ( 48,353 ) ( 8,334 ) ( 56,687 ) Forfeited — — — RSUs outstanding December 31, 2022 103,729 24,999 128,728 The table below shows the total number of RSUs granted and the weighted-average grant date fair value of the total RSUs granted: |
Summary of Share-based Compensation Expense | The Company’s share-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows: Year ended December 31, 2022 2021 2020 Research and development expense $ 1,396 $ 1,322 $ 754 General and administrative expense 3,362 2,997 2,005 |
Performance RSUs | |
Summary of Restricted Share Units (RSUs) | The table below shows the number of Performance RSUs granted covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the Performance RSUs granted: Number of Weighted Average Performance RSUs outstanding December 31, 2019 3,326 $ 123.15 Granted 71,927 $ 30.71 Shares vested — Forfeited ( 9,726 ) $ 45.75 Performance RSUs outstanding December 31, 2020 65,527 $ 33.18 Granted — Shares vested ( 41,961 ) $ 30.90 Expired ( 1,733 ) $ 29.85 Forfeited ( 21,833 ) $ 123.15 Performance RSUs outstanding December 31, 2021 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense Benefits | The provision for income taxes consists of the following components: Year Ended December 31, 2022 2021 2020 Current U.S. $ 301 $ 705 $ 743 Ireland — — — Total Current $ 301 $ 705 $ 743 Deferred U.S. $ — $ — $ — Ireland — — — Total Deferred $ — $ — $ — Income Tax Provision $ 301 $ 705 $ 743 |
Summary of Components of Income (Loss) Before Provision for Income Taxes | Income taxes have been based on the following components of income (loss) before provision for income taxes: Year Ended December 31, 2022 2021 2020 U.S. $ ( 13,701 ) $ ( 34 ) $ 696 Ireland ( 30,432 ) ( 90,825 ) ( 51,959 ) Total $ ( 44,133 ) $ ( 90,859 ) $ ( 51,263 ) |
Summary of Effective Income Tax Rate | The Irish federal statutory rate is reconciled to the effective tax rate as follows: Year Ended Year Ended Year Ended Statutory rate 12.50 % $( 5,517 ) 12.50 % $( 11,357 ) 12.50 % $( 6,408 ) Impact of U.S. tax rate 4.71 % ( 2,080 ) 0.01 % ( 5 ) ( 0.20 )% 105 Impact of valuation allowance ( 5.30 )% 2,341 ( 3.64 )% 3,304 ( 6.47 )% 3,319 Research and development tax credit 0.00 % — 0.00 % — 0.14 % ( 71 ) Adjustments for current tax of prior periods ( 4.19 )% 1,851 0.14 % ( 131 ) ( 1.94 )% 995 Cancellation of share options ( 9.02 )% 3,983 0.00 % — 0.00 % — Fair value movements on derivative financial instruments 1.55 % ( 682 ) ( 8.37 )% 7,603 ( 4.34 )% 2,227 Other, net ( 0.92 )% 405 ( 1.42 )% 1,292 ( 1.13 )% 577 Effective tax rate ( 0.68 )% $ 301 ( 0.78 )% $ 705 ( 1.44 )% $ 743 |
Summary of Significant Components of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities are as follows: Year Ended December 31, 2022 2021 2020 Deferred tax assets Share-based compensation $ 438 $ 822 $ 650 Depreciation 42 127 31 Net operating loss carryforwards 36,059 33,218 30,261 Other ( 11 ) 120 41 Valuation allowance ( 36,528 ) ( 34,287 ) ( 30,983 ) Total deferred tax assets $ — $ — $ — Deferred tax liabilities — — — Net deferred tax asset $ — $ — $ — |
Summary of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: 2022 2021 Balance at January 1 $ 3,300 $ 3,024 (Decrease) / Increase in tax positions ( 456 ) 276 Balance at December 31 $ 2,844 $ 3,300 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | ||||||||
Oct. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 17, 2022 | Aug. 17, 2022 | Jan. 28, 2021 | Sep. 08, 2020 | Jan. 21, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Net losses | $ 44,434,000 | $ 91,564,000 | $ 52,006,000 | ||||||
Accumulated deficit | 422,927,000 | 378,493,000 | |||||||
Cash and cash equivalents | 21,092,000 | $ 27,446,000 | |||||||
Short-term investments | $ 39,712,000 | ||||||||
Description of reverse share split | The Company's shareholders approved a reverse share split of the Company's ordinary shares on June 15, 2022, which became effective on August 17, 2022, (the Reverse Share Split). As of 5:00 p.m. Eastern Standard Time on August 17, 2022, every fifteen ordinary shares of $0.01 each (nominal value) in the authorized and unissued and authorized and issued share capital of the Company were consolidated into one ordinary share of $0.15 each (nominal value), and the nominal value of each ordinary share was subsequently reduced from $0.15 to $0.01 nominal value per share. | ||||||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Reverse share split previous nominal value | 0.15 | ||||||||
Maximum | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Number of shares and securities may offer and sell | 100 | ||||||||
Sales Agreement with H.C. Wainwright & Co., L.L.C | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Ordinary shares, par value | $ 0.01 | ||||||||
Sales Agreement with H.C. Wainwright & Co., L.L.C | Maximum | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
May offer and sell ordinary shares for aggregate gross sales proceeds | $ 16,000,000 | ||||||||
0.01 Nominal Value | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Ordinary shares, par value | 0.01 | ||||||||
0.15 Nominal Value | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Ordinary shares, par value | $ 0.15 | ||||||||
2025 Exchangeable Notes | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Aggregate principal amount | $ 12,607,000,000 | $ 9,891,000 | |||||||
2025 Exchangeable Notes | Private Placement and Rights Offering | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Aggregate principal amount | $ 220,000 | $ 51,800,000 | |||||||
Debt instrument interest rate | 6.50% | ||||||||
RLNs | Private Placement and Rights Offering | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Aggregate principal amount | $ 500 | $ 100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, € in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) Segment $ / shares | Dec. 31, 2022 EUR (€) | Aug. 17, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 28, 2021 $ / shares | |
Accounting Policies [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Recognized income tax positions measured at largest amount greater than percentage of being realized | 50% | ||||
Number of business segments | Segment | 1 | ||||
Defined Contribution Plan, Tax Status [Extensible Enumeration] | us-gaap:QualifiedPlanMember | ||||
Inventory | $ 0 | $ 0 | |||
Milestone payments | $ 0 | ||||
October 2020 Offering | |||||
Accounting Policies [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||
June 3, 2020 SPA | |||||
Accounting Policies [Line Items] | |||||
Ordinary shares, par value | $ / shares | 0.01 | 0.01 | |||
June 30, 2020 SPA | |||||
Accounting Policies [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||
Certificates Of Deposit | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | $ 30,000 | ||||
Warrants Issued | October 2020 Offering | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | $ 11,000 | 11,000 | |||
Warrants Issued | June 3, 2020 SPA | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | 17,000 | 17,000 | |||
Warrants Issued | June 30, 2020 SPA | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | 6,000 | $ 6,000 | |||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Cash, Federal Deposit Isurance Corporation insured amount | 250,000 | ||||
Cash, DGS insured amount | $ 107,000 | € 100 | |||
Defined contribution plan, employee minimum percentage of total plan assets | 60% | ||||
Defined contribution plan, maximum deferral rate | 3% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Depreciated Using the Straight-Line Method Over the Estimated Useful Life of Each Asset (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | Shorter of life of lease or 10 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 2,252,165 | 2,885,228 | 6,473,581 |
Options to Purchase Ordinary Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 355,591 | 1,068,639 | 63,431 |
Unvested Restricted Share Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 128,728 | 119,017 | |
Unvested Performance Restricted Share Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 65,527 | ||
Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 480,186 | 480,186 | 1,629,619 |
Exchangeable Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 1,287,660 | 1,217,386 | 4,715,004 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Distribution of Total Operating Expenses by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Operating expenses | $ 30,383 | $ 24,537 | $ 32,126 |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Operating expenses | 22,015 | 15,926 | 23,423 |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Operating expenses | 8,332 | 8,554 | $ 8,703 |
Bermuda | |||
Segment Reporting Information [Line Items] | |||
Operating expenses | $ 36 | $ 57 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Distribution of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 4,355 | $ 8,179 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | 4,052 | 7,601 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 303 | $ 578 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Schedule of Financial Assets Measured at Fair Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 39,712 | $ 53,898 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 7,781 | 31,703 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 15,232 | 5,293 |
U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 16,699 | 16,902 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 39,712 | 53,898 |
Level 2 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 7,781 | 31,703 |
Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 15,232 | 5,293 |
Level 2 | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 16,699 | $ 16,902 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary of Long-term Debt And Exchangeable Notes Carried at Amortized Cost on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative liability - exchange option and change of control | $ 196 | $ 6,058 | $ 28,865 |
Book Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Current portion of long-term debt | 1,627 | ||
Long-term exchangeable note | 10,094 | 6,930 | |
Derivative liability - exchange option and change of control | 196 | 6,058 | |
Royalty-linked notes | 18,372 | 17,968 | |
Total | 28,662 | 32,583 | |
Approximate Fair Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Current portion of long-term debt | 1,627 | ||
Long-term exchangeable note | 10,827 | 9,495 | |
Derivative liability - exchange option and change of control | 196 | 6,058 | |
Royalty-linked notes | 18,372 | 17,968 | |
Total | 29,395 | 35,148 | |
Level 2 | Approximate Fair Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Current portion of long-term debt | 1,627 | ||
Long-term exchangeable note | 10,827 | 9,495 | |
Total | 10,827 | 11,122 | |
Level 3 | Approximate Fair Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative liability - exchange option and change of control | 196 | 6,058 | |
Royalty-linked notes | 18,372 | 17,968 | |
Total | $ 18,568 | $ 24,026 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 12 Months Ended | 23 Months Ended | ||
Jan. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Derivative liability for the exchange option, fair value | $ 49,000 | $ 49,000 | ||
Derivative liability, change of control feature, fair value | 147,000 | 147,000 | ||
RLNs liability | 18,372,000 | 18,372,000 | ||
Fair value, asset Level 3 transfers amount | 0 | |||
Fair value, liabilities Level 3 transfers amount | 0 | |||
Exchangeable Notes | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Aggregate principal amount of exchangeable notes | 39,201,000 | |||
Private Placement | Exchangeable Notes | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Aggregate principal amount of exchangeable notes | $ 39,201,000 | |||
Debt instrument, aggregate number of shares exchanged | 3,592,555 | |||
Debt instrument, outstanding principal | $ 12,607,000 | $ 12,607,000 | ||
Private Placement | Securities | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Debt instrument price per ordinary share | $ 15 | $ 11.3877 | ||
Debt instrument, shares embedded within each unit, shares | 66.666 | 87.8139 | ||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | ||
Private Placement | RLNs | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Debt instrument, aggregate potential payment capped value | 160.00 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 times | |||
Debt instrument, discount rate applied for royalty linked notes | 22% | 22% | 20% |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Summary of Changes in Fair Value of Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Balance at January 1 | $ 6,058 | $ 28,865 |
Conversion of Exchangeable Notes | (80,512) | |
Adjustment to fair value | (5,862) | 57,705 |
Balance at December 31 | $ 196 | $ 6,058 |
Fair Value of Financial Asset_7
Fair Value of Financial Assets and Liabilities - Summary of Assumptions Used Estimate Fair Value of Derivative Liabilities (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Dividend rate | 0% | 0% | 0% |
Binomial Option Pricing Model | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Share price | $ 0.84 | $ 5.88 | |
Market capitalization | 10,582,858 | 71,647,911 | |
Volatility | 100% | 130% | |
Risk-free interest rate | 4.46% | 1% | |
Dividend rate | 0% | 0% |
Short-term Investments - Additi
Short-term Investments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Average maturity period | 4 months 9 days |
Short-term Investments - Schedu
Short-term Investments - Schedule of Available for Sale Short-term Investments by Major Security Type (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 40,062 | $ 54,005 |
Unrealized Gains | 2 | 1 |
Unrealized (Losses) | (352) | (108) |
Fair Value Total | 39,712 | 53,898 |
Maturity by period Less than 1 Year | 39,712 | 35,970 |
Maturity by period 1 to 5 Years | 17,928 | |
Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 7,836 | 31,723 |
Unrealized Gains | 1 | |
Unrealized (Losses) | (55) | (21) |
Fair Value Total | 7,781 | 31,703 |
Maturity by period Less than 1 Year | 7,781 | 30,677 |
Maturity by period 1 to 5 Years | 1,026 | |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 15,230 | 5,293 |
Unrealized Gains | 2 | |
Fair Value Total | 15,232 | 5,293 |
Maturity by period Less than 1 Year | 15,232 | 5,293 |
U.S. Treasury Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 16,996 | 16,989 |
Unrealized (Losses) | (297) | (87) |
Fair Value Total | 16,699 | 16,902 |
Maturity by period Less than 1 Year | $ 16,699 | |
Maturity by period 1 to 5 Years | $ 16,902 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid research and development expenses | $ 458 | |
Research and development tax credit receivable | 118 | $ 840 |
Prepaid insurance | 592 | 624 |
Interest receivable | 55 | 290 |
Value added tax receivable | 38 | 75 |
Other prepaid assets | 42 | 56 |
Short-term deposits | 35 | 37 |
Total | $ 1,338 | $ 1,922 |
Intangible Asset, Net - Summary
Intangible Asset, Net - Summary of Intangible Asset and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross intangible asset | $ 5,148 | $ 5,148 |
Less: accumulated amortization | (3,429) | (1,713) |
Intangible assets, net | $ 1,719 | $ 3,435 |
Intangible Asset, Net - Additio
Intangible Asset, Net - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Reservation right amortized term | 3 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 353 | $ 377 |
Less: accumulated depreciation | (284) | (286) |
Property and equipment, net | 69 | 91 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 148 | 148 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 120 | 120 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 86 | |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 85 | $ 23 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 84 | $ 391 | $ 161 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Office Space and Commercial Property | |||
Operating Leased Assets [Line Items] | |||
Lessee, operating lease, description | These leases have remaining terms which range from .83 years to 5.49 years | ||
Lessee, operating lease, option to extend | The renewal option on one lease was exercised in February 2022 for an additional period of three years, extending this lease term to June 2025 | ||
Lessee, operating lease, renewal term | 3 years | ||
Lessee, operating lease renewal reduction in remaining term | 16 to six years | ||
Lessee operating lease renewal option on remaining lease term | The renewal option on another lease was derecognized in June 2022 as it is no longer reasonably certain that the option will be exercised, resulting in a reduction in the remaining term from 16 to six years. | ||
Operating lease cost for right - of - use assets | $ 753 | $ 1,009 | $ 991 |
Operating lease, rental expenses | 243 | ||
Sublease Income | $ 293 | $ 335 | $ 118 |
Commercial Property | |||
Operating Leased Assets [Line Items] | |||
Lessee operating sublease agreement for commercial unit term | In September 2020, the Company entered into a sublease agreement for a commercial unit that extends through September 2023. | ||
Minimum | Office Space and Commercial Property | |||
Operating Leased Assets [Line Items] | |||
Lessee, operating lease, remaining lease term | 9 months 29 days | ||
Maximum | Office Space and Commercial Property | |||
Operating Leased Assets [Line Items] | |||
Lessee, operating lease, remaining lease term | 5 years 5 months 26 days |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 709 | $ 944 |
Weighted-average remaining lease term | 5 years 14 days | 13 years 11 months 19 days |
Weighted-average discount rate | 5.50% | 7% |
Leases - Summary of Right-of-_2
Leases - Summary of Right-of-Use Assets and Lease Liabilities for Operating Leases Recorded in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Lease Assets And Liabilities [Abstract] | ||
Other assets | $ 1,770 | $ 3,741 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Other current liabilities | $ 332 | $ 464 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Other liabilities | $ 1,304 | $ 3,436 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total lease liabilities | $ 1,636 | $ 3,900 |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments Included in Measurement of Lease Liabilities on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 407 | |
2024 | 412 | |
2025 | 344 | |
2026 | 295 | |
2027 | 295 | |
Thereafter | 74 | |
Total | 1,827 | |
Less imputed interest | (191) | |
Total lease liabilities | $ 1,636 | $ 3,900 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and bonus expenses | $ 1,971 | $ 771 |
Accrued clinical trial costs | 1,549 | 45 |
Accrued professional fees | 606 | 16 |
Accrued other expenses | 206 | 256 |
Accrued manufacturing expenses | 14 | 77 |
Total | $ 4,346 | $ 1,165 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Nov. 02, 2020 USD ($) $ / shares shares | Sep. 08, 2020 USD ($) Debtinstrument $ / shares shares | Apr. 30, 2020 USD ($) | Jan. 21, 2020 USD ($) Debtinstrument $ / shares shares | Apr. 27, 2018 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Mar. 01, 2022 | |
Debt Instrument [Line Items] | |||||||||||
Number of warrants to purchase preferred shares | shares | 25,333 | ||||||||||
Accretion of debt discounts and deferred financing costs | $ 2,338,000 | $ 4,097,000 | $ 10,929,000 | ||||||||
Aggregate principal amount | $ 39,201,000 | ||||||||||
Issuance of ordinary shares on conversion of exchangeable notes (in shares) | shares | 3,592,555 | ||||||||||
Financing transaction costs | 2,848,000 | ||||||||||
Ordinary Shares | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrants to purchase preferred shares | shares | 1,326 | 1,326 | |||||||||
Issuance of ordinary shares on conversion of exchangeable notes (in shares) | shares | 3,592,556 | ||||||||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan and security agreement entered date | Apr. 27, 2018 | ||||||||||
Funded amount under agreement | $ 15,000,000 | ||||||||||
Remaining borrowing facility available date | Oct. 31, 2019 | ||||||||||
Maximum amount available under agreement | $ 30,000,000 | ||||||||||
Frequency of amortization payments | monthly | ||||||||||
Date of first required payment of initial draw | Nov. 01, 2019 | ||||||||||
Minimum fixed interest rate per annum | 8.31% | ||||||||||
Final interest rate payment on outstanding principal | 4.20% | ||||||||||
Final payment fee | $ 630,000 | ||||||||||
Principal payment during the period | $ 1,552,000 | ||||||||||
Effective annual interest rate on outstanding debt | 12.51% | ||||||||||
Interest expense | $ 16,000 | $ 556,000 | 1,355,000 | ||||||||
Accretion of debt discounts and deferred financing costs | $ 6,000 | 142,000 | 404,000 | ||||||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Wall Street Journal Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 3.89% | ||||||||||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum amount available under second draw | $ 15,000,000 | ||||||||||
Silicon Valley Bank and Life Sciences Fund II LLC | Series B Convertible Preferred Shares | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrants to purchase preferred shares | shares | 19,890 | 19,890 | |||||||||
Warrants to purchase preferred shares, exercise price | $ / shares | $ 282.75 | $ 282.75 | |||||||||
2025 Exchangeable Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense | $ 820,000 | 1,078,000 | 3,180,000 | ||||||||
Accretion of debt discounts and deferred financing costs | 2,344,000 | 2,893,000 | 7,764,000 | ||||||||
Aggregate principal amount | $ 9,891,000 | 12,607,000,000 | |||||||||
Debt instrument, outstanding principal | $ 12,607,000 | 12,607,000 | |||||||||
Debt instrument, payment terms | The Company will be required to pay each holder of the Exchangeable Notes the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note in connection with such Fundamental Change if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. | ||||||||||
Fair value of derivative liability | 27,038,000 | ||||||||||
Fair value of derivative liability related to rights offering | $ 82,000 | ||||||||||
Financing transaction costs | 2,848,000 | ||||||||||
Financing transaction costs, capitalized | $ 2,814,000 | 2,814,000 | |||||||||
2025 Exchangeable Notes | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | 51,588,000 | ||||||||||
Debt instrument price per unit | 1,000 | 1,000 | |||||||||
2025 Exchangeable Notes | Private Placement and Rights Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 220,000 | $ 51,800,000 | |||||||||
Debt instrument interest rate | 6.50% | ||||||||||
RLNs | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 103,000 | ||||||||||
Number of debt instruments within each notes | Debtinstrument | 50 | 50 | |||||||||
RLNs | Private Placement and Rights Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 500 | $ 100,000 | |||||||||
Securities | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument price per unit | $ 1,000 | $ 1,000 | |||||||||
Debt instrument, shares embedded within each unit, shares | shares | 87.8139 | 66.666 | 66.666 | ||||||||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 11.3877 | $ 15 | $ 15 | ||||||||
Paycheck Protection Program | Silicon Valley Bank (SVB) | Iterum Therapeutics US Limited | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense | $ 0 | 2,000 | 1,000 | ||||||||
Aggregate principal amount | $ 744,000 | ||||||||||
Debt instrument interest rate | 1% | ||||||||||
Debt instrument maturity period | 2 years | ||||||||||
Debt instrument, description | Under the terms of the agreement, there were no payments due by the Company until the SBA remitted the forgiveness amount to Iterum US Limited or until after the 10 months after the end of the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest were due to fully amortize the principal amount outstanding on the PPP loan by the maturity date. | ||||||||||
Debt instrument, forgiveness loan | $ 340,000 | ||||||||||
Debt instrument, remaining amount amortized | $ 404,000 | ||||||||||
Debt Instrument, principal repayments | $ 69,000 | $ 309,000 | $ 26,000 |
Debt - Summary of Balances of E
Debt - Summary of Balances of Exchangeable Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Exchangeable Notes, net | $ 12,711 | |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes | 51,588 | $ 51,588 |
Exchangeable Notes, Accrued Interest | 5,058 | 4,246 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes | 220 | 220 |
Exchangeable Notes, Accrued Interest | 20 | 12 |
Conversion of $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes, Conversion | (39,201) | (39,201) |
Exchangeable Notes, Accrued Interest Write off | (2,697) | (2,697) |
2025 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes | 12,607 | 12,607 |
Unamortized discount and debt issuance costs | (4,894) | (7,238) |
Exchangeable Notes, net | 7,713 | 5,369 |
Exchangeable Notes, Accrued Interest | $ 2,381 | $ 1,561 |
Debt - Summary of Balances of_2
Debt - Summary of Balances of Exchangeable Notes (Parenthetical) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Debt instrument price per unit | $ 1,000 | $ 1,000 |
Debt instrument interest rate | 6.50% | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 | Jan. 31, 2025 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Debt instrument price per unit | $ 1,000 | $ 1,000 |
Debt instrument interest rate | 6.50% | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 | |
Conversion of $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Debt instrument price per unit | $ 1,000 | $ 1,000 |
Debt instrument interest rate | 6.50% | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 | Jan. 31, 2025 |
Debt - Schedule of Principal Pa
Debt - Schedule of Principal Payments on Outstanding Debt, Including Principal Amounts owed to RLN Holders (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 12,607 |
Thereafter | 104 |
Total | $ 12,711 |
Royalty-Linked Notes - Addition
Royalty-Linked Notes - Additional Information (Details) - Royalty-Linked Notes | 1 Months Ended | 12 Months Ended | ||
Sep. 08, 2020 Debtinstrument | Jan. 21, 2020 USD ($) Debtinstrument | Jan. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) UsdRln | |
Debt Instrument [Line Items] | ||||
Debt instrument outstanding portion | UsdRln | 0.04 | |||
Debt instrument maturity date | Dec. 31, 2045 | |||
Aggregate amount payable per unit | $ 160 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Interest expense | $ 1,024,000 | |||
Sulopenem | ||||
Debt Instrument [Line Items] | ||||
Debt discounts | $ 1,239,000 | |||
Estimated effective interest rate | 31.70% | |||
Private Placement | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments issued | Debtinstrument | 2,579,400 | |||
Rights Offering | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments issued | Debtinstrument | 11,000 |
Royalty Linked Notes - Summary
Royalty Linked Notes - Summary of Royalty-Linked Notes (Details) - USD ($) $ in Thousands | 23 Months Ended | 35 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Royalty Linked Notes [Abstract] | ||
Total liability related to the sale of future royalties, on inception | $ 10,990 | $ 10,990 |
Liability related to the sale of future royalties, arising from the Rights Offering | 51 | 51 |
Amortization of discount and debt issuance costs | 3,666 | 3,666 |
Adjustments to fair value | 3,261 | 3,665 |
Total liability related to the sale of future royalties | 17,968 | 18,372 |
Long-term Portion | $ 17,968 | $ 18,372 |
Shareholders' Equity _ (Defic_2
Shareholders' Equity / (Deficit) - Additional Information (Details) | 1 Months Ended | 12 Months Ended | 23 Months Ended | ||||||||||||||||
Oct. 17, 2022 USD ($) | Oct. 07, 2022 USD ($) $ / shares | Feb. 12, 2021 $ / shares shares | Feb. 10, 2021 USD ($) $ / shares shares | Feb. 09, 2021 USD ($) $ / shares shares | Feb. 08, 2021 $ / shares shares | Feb. 03, 2021 $ / shares shares | Oct. 31, 2020 $ / shares shares | Oct. 27, 2020 $ / shares shares | Jul. 02, 2020 $ / shares shares | Jun. 05, 2020 $ / shares shares | Jun. 03, 2020 $ / shares shares | Jun. 30, 2020 $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 17, 2022 $ / shares | Dec. 31, 2021 $ / shares shares | Jan. 28, 2021 $ / shares shares | Apr. 27, 2018 $ / shares shares | |
Class Of Stock [Line Items] | |||||||||||||||||||
Increase to authorized ordinary shares | 10,000,000 | ||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||
Number of vote per common share | Vote | 1 | ||||||||||||||||||
Common stock rights and preferences | The holders of ordinary shares currently have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. | ||||||||||||||||||
Authorized amount for sale of stock | $ | $ 100,000,000 | ||||||||||||||||||
Ordinary shares, shares issued | 12,598,641 | 12,598,641 | 12,185,019 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 25,333 | 25,333 | |||||||||||||||||
Proceeds from warrants connected to registered direct offerings | $ | $ 546,000 | ||||||||||||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
Undesignated preferred shares issued | 0 | 0 | 0 | ||||||||||||||||
Sales Agreement With H.C. Wainwright | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||
Maximum | Sales Agreement With H.C. Wainwright | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
May offer and sell ordinary shares for aggregate gross sales proceeds | $ | $ 16,000,000 | ||||||||||||||||||
Private Placement | Securities Purchase Agreement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 13,868 | ||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 31.5465 | $ 24.30 | |||||||||||||||||
Warrants expiry date | Dec. 05, 2025 | ||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||||
Private Placement | Securities Purchase Agreement | Maximum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 99,057 | ||||||||||||||||||
Private Placement | June 30 SPA | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 15,739 | 84,317 | 84,317 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 27.7965 | $ 21.30 | |||||||||||||||||
Warrants expiry date | Jun. 30, 2025 | Jan. 02, 2026 | |||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||||
Proceeds from exercise of warrants related to registered direct offering | $ | $ 1,796,000 | ||||||||||||||||||
Private Placement | June 30 SPA | Maximum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 112,422 | ||||||||||||||||||
October Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 13,885,000 | ||||||||||||||||||
Number of warrants to purchase ordinary shares | 125,641 | 1,392,701 | 1,392,701 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 12.1875 | $ 9.75 | |||||||||||||||||
Warrants expiry date | Oct. 22, 2025 | Oct. 27, 2025 | |||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||||
October Offering | Maximum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 1,346,153 | ||||||||||||||||||
February Underwritten Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Offering closing date | Feb. 10, 2021 | Feb. 08, 2021 | |||||||||||||||||
Additional ordinary shares that can be purchased by underwriter | 347,826 | ||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 21.5625 | $ 21.5625 | |||||||||||||||||
Warrants expiry date | Feb. 03, 2026 | Feb. 03, 2026 | |||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | 7% | |||||||||||||||||
February Underwritten Offering | Underwriting Agreement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||
Ordinary shares, shares issued | 2,318,840 | ||||||||||||||||||
Offering closing date | Feb. 08, 2021 | ||||||||||||||||||
February Underwritten Offering | Pursuant to the Underwriting Agreement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Ordinary shares, shares issued | 2,666,666 | ||||||||||||||||||
Additional ordinary shares that can be purchased by underwriter | 347,826 | ||||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 46,000,000 | ||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 42,119,000 | ||||||||||||||||||
February Underwritten Offering | Maximum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 24,347 | 162,318 | |||||||||||||||||
February 2021 Underwritten Offering | Underwriting Agreement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Offering price per share | $ / shares | $ 17.25 | ||||||||||||||||||
At-the-market Agreement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of ordinary shares sold | 356,933 | ||||||||||||||||||
Offering price per share | $ / shares | $ 1.25 | $ 1.25 | |||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 400,000 | ||||||||||||||||||
February Registered Direct Offering | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||
Ordinary shares, shares issued | 1,166,666 | ||||||||||||||||||
Offering price per share | $ / shares | $ 30 | ||||||||||||||||||
Offering closing date | Feb. 12, 2021 | Feb. 12, 2021 | |||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 35,000,000 | ||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 32,235,000 | ||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 37.50 | ||||||||||||||||||
Warrants expiry date | Feb. 09, 2026 | ||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||||
February Registered Direct Offering | Maximum | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 81,666 | ||||||||||||||||||
Warrants to Purchase 19,890 Ordinary Shares | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Warrants expiry date | Apr. 27, 2028 | ||||||||||||||||||
Series B Convertible Preferred Shares | Silicon Valley Bank and Life Sciences Fund II LLC | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 19,890 | 19,890 | 19,890 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 282.75 | $ 282.75 | $ 282.75 | ||||||||||||||||
Undesignated Preferred Shares | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | |||||||||||||||||
Undesignated preferred shares issued | 0 | 0 | 0 | ||||||||||||||||
Ordinary Shares | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Number of warrants to purchase ordinary shares | 1,326 | 1,326 | 1,326 | ||||||||||||||||
Exchangeable Notes | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Ordinary shares, shares issued | 3,592,555 | 3,592,555 | |||||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 39,201,000 | ||||||||||||||||||
Aggregate principal amount | $ | $ 12,607,000 | 12,607,000 | |||||||||||||||||
Exchangeable Notes | Private Placement | |||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 39,201,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||||
Jul. 07, 2022 | Nov. 24, 2021 | Jun. 22, 2021 | Jun. 10, 2020 | Feb. 14, 2020 | Dec. 31, 2018 | Dec. 05, 2018 | Nov. 18, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 23, 2021 | Dec. 31, 2019 | Mar. 14, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of Shares, Cancelled | (906,800) | |||||||||||||
Cancellation Of Share Option | $ 17,350 | |||||||||||||
Share options granted | 197,085 | 1,028,090 | 4,322 | |||||||||||
Weighted average grant date fair value, options granted | $ 2.39 | $ 23.67 | $ 19.17 | |||||||||||
Employee Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Risk-free interest rate based on estimate of U.S. treasury yield | 7 years | |||||||||||||
Employees and Directors | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Expense recognized | $ 3,580 | $ 3,779 | $ 1,136 | |||||||||||
Vesting period | 1 year 4 months 28 days | 3 years 5 months 26 days | 1 year 5 months 19 days | |||||||||||
Share options granted | 197,085 | 1,028,090 | 4,322 | |||||||||||
Unvested employee options outstanding | 296,199 | 1,033,820 | 17,778 | |||||||||||
Unamortized compensation expense share options | $ 929 | $ 21,521 | $ 970 | |||||||||||
Restricted Share Units (RSUs) | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Grant date fair value | $ 9.87 | $ 19.16 | $ 105.21 | |||||||||||
Expense recognized | $ 1,178 | $ 960 | $ 63 | |||||||||||
Number of shares, granted/awarded | 66,398 | 123,017 | ||||||||||||
Unamortized compensation expense | $ 434 | $ 1,416 | ||||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 10 months 17 days | 1 year 10 months 20 days | ||||||||||||
Restricted Share Units (RSUs) | Employees and Directors | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares, granted/awarded | 66,398 | 123,017 | 0 | |||||||||||
Restricted Share Units (RSUs) | Director | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 1 year | |||||||||||||
Performance RSUs | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Grant date fair value | $ 33.18 | $ 123.15 | ||||||||||||
Expense recognized | $ 0 | $ 1,560 | ||||||||||||
Number of shares, granted/awarded | 0 | 0 | 71,927 | |||||||||||
Unamortized compensation expense | $ 152 | |||||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 2 months 12 days | |||||||||||||
Performance RSUs | Employees | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares, granted/awarded | 71,927 | |||||||||||||
Restricted Ordinary Shares, Options and Restricted Share Units and Performance Restricted Share Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 1 year 3 months 10 days | 3 years 3 months 25 days | 9 months 18 days | |||||||||||
Unamortized compensation expense | $ 1,363 | $ 22,937 | $ 1,122 | |||||||||||
2015 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized | 14,895 | |||||||||||||
Number of ordinary shares available for issuance | 29,535 | |||||||||||||
Increase in number of ordinary shares available for issuance | 14,640 | |||||||||||||
2018 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized | 1,295,819 | 67,897 | ||||||||||||
Increase in number of ordinary shares available to be granted, percentage | 4% | 4% | ||||||||||||
Increase in number of ordinary shares available to be granted | 1,000,000 | 150,000 | 39,650 | 38,272 | ||||||||||
2018 Plan | Restricted Share Units (RSUs) | Employees | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 2 years | |||||||||||||
2021 Inducement Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Increase in number of ordinary shares available to be granted | 333,333 | |||||||||||||
2021 Inducement Plan | Restricted Share Units (RSUs) | Employees | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 4 years | |||||||||||||
2015 Plan, 2018 Plan and 2021 Inducement Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of Shares, Cancelled | (906,800) | |||||||||||||
Share options granted | 197,085 | 1,028,090 | 4,322 | |||||||||||
2015 Plan, 2018 Plan and 2021 Inducement Plan | Employee Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share option granted term | 10 years | |||||||||||||
Vesting period | 4 years | |||||||||||||
Vesting rights | The vesting requirement is conditioned upon a grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of an option holder’s disability or death while employed by or providing service to the Company, the exercisable period extends to twelve months or eighteen months, respectively. | |||||||||||||
2015 Plan, 2018 Plan and 2021 Inducement Plan | Restricted Share Units (RSUs) | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares, granted/awarded | 66,398 | 123,017 | ||||||||||||
Two Thousand Twenty One Inducement Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share options granted | 6,332 | 120,000 | ||||||||||||
Two Thousand Twenty One Inducement Plan | Restricted Share Units (RSUs) | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares, granted/awarded | 33,333 | |||||||||||||
Amended And Restated 2018 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of Shares, Cancelled | 906,800 | |||||||||||||
Amended And Restated 2018 Equity Incentive Plan [Member] | Employee Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Cancellation Of Share Option | $ 17,350 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Assumptions Used to Determine Grant Date Fair Value of Employee and Director Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility, minimum | 100% | 120% | 90.30% |
Volatility, maximum | 130% | 140% | 99.50% |
Dividend rate | 0% | 0% | 0% |
Risk-free interest rate, minimum | 1.90% | 0.90% | 0.18% |
Risk-free interest rate, maximum | 3.96% | 1.42% | 0.78% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term in years | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Share price | $ 0.81 | $ 0.48 | $ 1.68 |
Fair value of option on grant date | $ 0.64 | $ 0.45 | $ 1.27 |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term in years | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Share price | $ 6.72 | $ 2.01 | $ 2.03 |
Fair value of option on grant date | $ 5.95 | $ 1.75 | $ 1.52 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Options outstanding Beginning Balance | 1,068,639 | 63,431 | 76,636 |
Number of Shares, Granted | 197,085 | 1,028,090 | 4,322 |
Number of Shares, Forfeited | (3,333) | (9,260) | |
Number of Shares, Cancelled | (906,800) | ||
Number of Shares, Expired | (22,882) | (8,267) | |
Number of Shares, Options outstanding Ending Balance | 355,591 | 1,068,639 | 63,431 |
2015 Plan and 2018 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Options outstanding Beginning Balance | 948,639 | 63,431 | 76,636 |
Number of Shares, Granted | 190,753 | 908,090 | 4,322 |
Number of Shares, Forfeited | (9,260) | ||
Number of Shares, Cancelled | (906,800) | ||
Number of Shares, Expired | (22,882) | (8,267) | |
Number of Shares, Options outstanding Ending Balance | 232,592 | 948,639 | 63,431 |
Two Thousand Twenty One Inducement Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Options outstanding Beginning Balance | 120,000 | ||
Number of Shares, Granted | 6,332 | 120,000 | |
Number of Shares, Forfeited | (3,333) | ||
Number of Shares, Options outstanding Ending Balance | 122,999 | 120,000 | |
2015 Plan, 2018 Plan and 2021 Inducement Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Options outstanding Beginning Balance | 1,068,639 | 63,431 | |
Number of Shares, Granted | 197,085 | 1,028,090 | 4,322 |
Number of Shares, Forfeited | (3,333) | (9,260) | |
Number of Shares, Cancelled | (906,800) | ||
Number of Shares, Expired | (22,882) | (8,267) | |
Number of Shares, Options outstanding Ending Balance | 355,591 | 1,068,639 | 63,431 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Number of Options Outstanding and Weighted-average Exercise Price (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | ||||
Number of Shares, Options outstanding Beginning Balance | 1,068,639 | 63,431 | 76,636 | |
Number of Shares, Granted | 197,085 | 1,028,090 | 4,322 | |
Number of Shares, Forfeited | (3,333) | (9,260) | ||
Number of Shares, Cancelled | (906,800) | |||
Number of Shares, Expired | (22,882) | (8,267) | ||
Number of Shares, Options outstanding Ending Balance | 355,591 | 1,068,639 | 63,431 | 76,636 |
Number of Shares, Exercisable at December 31, 2020 | 59,392 | |||
Weighted Average Exercise Price, Options outstanding Beginning Balance | $ 30.12 | $ 110.40 | $ 118.79 | |
Weighted Average Exercise Price, Granted | 2.88 | 27.13 | 25.36 | |
Weighted Average Exercise Price, Forfeited | 6.15 | 129.07 | ||
Weighted Average Exercise Price, Cancelled | 33.16 | |||
Weighted Average Exercise Price, Expired | 118.49 | 122.83 | ||
Weighted Average Exercise Price, Options outstanding Ending Balance | 7.49 | $ 30.12 | $ 110.40 | $ 118.79 |
Weighted Average Exercise Price, Exercisable at December 31, 2020 | $ 22.21 | |||
Weighted Average Remaining Contractual Life in Years, Options outstanding | 9 years 1 month 13 days | 9 years 5 months 1 day | 5 years 4 months 28 days | 8 years 7 months 2 days |
Weighted Average Remaining Contractual Life in Years, Exercisable at December 31, 2019 | 8 years 1 month 2 days | |||
Aggregate Intrinsic Value, Options outstanding | $ 254 | |||
Aggregate Intrinsic Value, Options outstanding | $ 254 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Number of RSUs Granted (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 2,090 | ||
Restricted Share Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 119,017 | ||
Number of Shares, Granted | 66,398 | 123,017 | |
Number of Shares, Shares vested | (56,687) | (4,000) | (1,710) |
Number of Shares, Forfeited | (380) | ||
Number of Shares, RSUs outstanding Ending Balance | 128,728 | 119,017 | |
Restricted Share Units (RSUs) | 2015 Plan and 2018 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 85,684 | 2,090 | |
Number of Shares, Granted | 66,398 | 89,684 | |
Number of Shares, Shares vested | (48,353) | (4,000) | (1,710) |
Number of Shares, Forfeited | (380) | ||
Number of Shares, RSUs outstanding Ending Balance | 103,729 | 85,684 | |
Restricted Share Units (RSUs) | Two Thousand Twenty One Inducement Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 33,333 | ||
Number of Shares, Granted | 33,333 | ||
Number of Shares, Shares vested | (8,334) | ||
Number of Shares, RSUs outstanding Ending Balance | 24,999 | 33,333 | |
Restricted Share Units (RSUs) | 2015 Plan, 2018 Plan and 2021 Inducement Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 119,017 | 2,090 | |
Number of Shares, Granted | 66,398 | 123,017 | |
Number of Shares, Shares vested | (56,687) | (4,000) | (1,710) |
Number of Shares, Forfeited | (380) | ||
Number of Shares, RSUs outstanding Ending Balance | 128,728 | 119,017 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Number of RSUs Granted and Weighted-average Grant Date Fair Value of RSUs (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 2,090 | ||
Restricted Share Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 119,017 | ||
Number of Shares, Granted | 66,398 | 123,017 | |
Number of Shares, Shares vested | (56,687) | (4,000) | (1,710) |
Number of Shares, Forfeited | (380) | ||
Number of Shares, RSUs outstanding Ending Balance | 128,728 | 119,017 | |
Weighted average grant date fair value per share, RSUs outstanding Beginning Balance | $ 19.16 | $ 105.21 | |
Weighted average grant date fair value per share, Granted | 2.91 | $ 19.32 | |
Weighted average grant date fair value per share, Shares Vested | 21.23 | 24 | 105.21 |
Weighted average grant date fair value per share, Forfeited | $ 105.21 | ||
Weighted average grant date fair value per share, RSUs outstanding Ending Balance | $ 9.87 | $ 19.16 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Number of Performance RSUs Granted and Weighted-average Grant Date Fair Value of PSUs (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 2,090 | ||
Performance RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, RSUs outstanding Beginning Balance | 65,527 | 3,326 | |
Number of Shares, Granted | 0 | 0 | 71,927 |
Number of Shares, Shares vested | (41,961) | ||
Number of Shares, Expired | 1,733 | ||
Number of Shares, Forfeited | (21,833) | (9,726) | |
Number of Shares, RSUs outstanding Ending Balance | 65,527 | ||
Weighted average grant date fair value per share, RSUs outstanding Beginning Balance | $ 33.18 | $ 123.15 | |
Weighted average grant date fair value per share, Granted | 30.71 | ||
Weighted average grant date fair value per share, Shares Vested | 30.90 | ||
Weighted average grant date fair value per share, Expired | 29.85 | ||
Weighted average grant date fair value per share, Forfeited | $ 123.15 | 45.75 | |
Weighted average grant date fair value per share, RSUs outstanding Ending Balance | $ 33.18 |
Share-Based Compensation - Su_6
Share-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 1,396 | $ 1,322 | $ 754 |
General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 3,362 | $ 2,997 | $ 2,005 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | ||||
Income tax benefits | $ 0 | $ 0 | $ 0 | |
IRA of 2022 alternative minimum tax percentage | 15% | |||
IRA of 2022 impact on excise tax percentage | 1% | |||
Ireland | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 36,059,000 | $ 33,218,000 | $ 30,261,000 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
U.S. | $ 301 | $ 705 | $ 743 |
Total Current | 301 | 705 | 743 |
Deferred | |||
Income Tax Provision | $ 301 | $ 705 | $ 743 |
Income Taxes - Summary of Com_2
Income Taxes - Summary of Components of Income (Loss) Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (13,701) | $ (34) | $ 696 |
Ireland | (30,432) | (90,825) | (51,959) |
Loss before income taxes | $ (44,133) | $ (90,859) | $ (51,263) |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | |||
Impact of U.S. tax rate, Percentage | 4.71% | 0.01% | (0.20%) |
Impact of valuation allowance, Percentage | (5.30%) | (3.64%) | (6.47%) |
Research and development tax credit, Percentage | 0% | (0.00%) | 0.14% |
Adjustments for current tax of prior periods, Percentage | (4.19%) | 0.14% | (1.94%) |
Cancellation of share options, Percentage | (9.02%) | 0% | 0% |
Fair value movements on derivative financial instruments, Percentage | 1.55% | (8.37%) | (4.34%) |
Other, net, Percentage | (0.92%) | (1.42%) | (1.13%) |
Effective tax rate, Percentage | (0.68%) | (0.78%) | (1.44%) |
Statutory rate, Amount | $ (5,517) | $ (11,357) | $ (6,408) |
Impact of U.S. tax rate, Amount | (2,080) | (5) | 105 |
Impact of valuation allowance, Amount | 2,341 | 3,304 | 3,319 |
Research and development tax credit, Amount | (71) | ||
Adjustments for current tax of prior periods, Amount | 1,851 | (131) | 995 |
Cancellation of share options, Amount | 3,983 | ||
Fair value movements on derivative financial instruments, Amount | (682) | 7,603 | 2,227 |
Other, net, Amount | 405 | 1,292 | 577 |
Income Tax Provision | $ 301 | $ 705 | $ 743 |
Ireland | |||
Income Tax [Line Items] | |||
Statutory rate, Percentage | 12.50% | 12.50% | 12.50% |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | |||
Share-based compensation | $ 438 | $ 822 | $ 650 |
Depreciation | 42 | 127 | 31 |
Net operating loss carryforwards | 36,059 | 33,218 | 30,261 |
Other | 11 | 120 | 41 |
Valuation allowance | $ (36,528) | $ (34,287) | $ (30,983) |
Income Taxes - Summary of Gross
Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at January 1 | $ 3,300 | $ 3,024 |
(Decrease) / Increase in tax positions | (456) | 276 |
Balance at December 31 | $ 2,844 | $ 3,300 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | 12 Months Ended | |||
Sep. 08, 2020 Debtinstrument | Jan. 21, 2020 Debtinstrument | Dec. 31, 2022 USD ($) UsdRln | Nov. 18, 2015 USD ($) | |
Royalty-Linked Notes | ||||
Other Commitments [Line Items] | ||||
Debt instrument outstanding portion | UsdRln | 0.04 | |||
Debt instrument maturity date | Dec. 31, 2045 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Pfizer License Agreement | Royalty-Linked Notes | ||||
Other Commitments [Line Items] | ||||
Debt instrument outstanding portion | UsdRln | 0.04 | |||
Debt instrument maturity date | Dec. 31, 2045 | |||
Debt instrument price per unit | $ 160 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Pfizer License Agreement | Royalty-Linked Notes | Private Placement | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments within each notes | Debtinstrument | 2,579,400 | |||
Pfizer License Agreement | Royalty-Linked Notes | Rights Offering | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments within each notes | Debtinstrument | 11,000 | |||
Pfizer License Agreement | Minimum | ||||
Other Commitments [Line Items] | ||||
Potential future regulatory milestone and sales milestone payments upon achievement of net sales | $ 250,000,000 | |||
Pfizer License Agreement | Maximum | ||||
Other Commitments [Line Items] | ||||
Potential future regulatory milestone and sales milestone payments upon achievement of net sales | $ 1,000,000,000 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Statements - Additional Information (Details) | Sep. 08, 2020 USD ($) Debtinstrument | Jan. 21, 2020 USD ($) Debtinstrument | Dec. 31, 2022 USD ($) |
Iterum Therapeutics Bermuda Limited | |||
Condensed Financial Statements Captions [Line Items] | |||
Ownership percentage | 100% | ||
Subsidiary Guarantors | |||
Condensed Financial Statements Captions [Line Items] | |||
Ownership percentage | 100% | ||
2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 9,891,000 | $ 12,607,000,000 | |
Private Placement | 2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | 51,588,000 | ||
Debt instrument price per unit | $ 1,000 | 1,000 | |
Private Placement | RLNs | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 103,000 | ||
Number of debt instruments within each notes | Debtinstrument | 50 | 50 | |
Rights Offering | 2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 220,000 | ||
Rights Offering | RLNs | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 440 |