Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ITRM | |
Entity Registrant Name | Iterum Therapeutics plc | |
Entity Central Index Key | 0001659323 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,554,885 | |
Entity File Number | 001-38503 | |
Entity Tax Identification Number | 98-1283148 | |
Entity Address, Address Line One | Fitzwilliam Court 1st Floor | |
Entity Address, Address Line Two | 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 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Ordinary Shares, $0.01 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | L2 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 7,389 | $ 6,071 |
Short-term investments | 10,825 | 17,859 |
Income taxes receivable | 38 | |
Prepaid expenses and other current assets | 840 | 1,628 |
Total current assets | 19,054 | 25,596 |
Property and equipment, net | 44 | 51 |
Restricted cash | 34 | 34 |
Other assets | 493 | 578 |
Total assets | 19,625 | 26,259 |
Current liabilities: | ||
Accounts payable | 2,966 | 4,996 |
Accrued expenses | 1,859 | 7,761 |
Exchangeable Notes | 12,203 | |
Other current liabilities | 755 | 761 |
Income taxes payable | 11 | |
Total current liabilities | 17,794 | 13,518 |
Exchangeable Notes | 11,453 | |
Royalty-linked notes | 7,889 | 7,503 |
Other liabilities | 92 | 188 |
Total liabilities | 25,775 | 32,662 |
Commitments and contingencies (Note 14) | ||
Shareholders' deficit | ||
Undesignated preferred shares, $0.01 par value per share: 100,000,000 shares authorized at March 31, 2024 and December 31, 2023; no shares issued at March 31, 2024 and December 31, 2023 | ||
Ordinary shares, $0.01 par value per share: 80,000,000 shares authorized at March 31, 2024 and December 31, 2023, 16,470,414 shares issued at March 31, 2024; 13,499,003 shares issued at December 31, 2023 | 165 | 135 |
Additional paid-in capital | 462,084 | 454,759 |
Accumulated deficit | (468,399) | (461,298) |
Accumulated other comprehensive income | 1 | |
Total shareholders' deficit | (6,150) | (6,403) |
Total liabilities and shareholders' deficit | $ 19,625 | $ 26,259 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | May 03, 2023 | Mar. 31, 2023 |
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 | 80,000,000 | 80,000,000 | ||
Ordinary shares, shares issued | 16,470,414 | 13,499,003 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ (3,977) | $ (6,432) |
General and administrative | (2,186) | (2,098) |
Total operating expenses | (6,163) | (8,530) |
Operating loss | (6,163) | (8,530) |
Interest expense, net | (487) | (399) |
Adjustments to fair value of derivatives | (386) | (878) |
Other (expense) / income, net | (17) | 41 |
Total other expense | (890) | (1,236) |
Loss before income taxes | (7,053) | (9,766) |
Income tax expense | (48) | (123) |
Net loss | $ (7,101) | $ (9,889) |
Net loss per share - basic | $ (0.46) | $ (0.78) |
Net loss per share - diluted | $ (0.46) | $ (0.78) |
Weighted average ordinary shares outstanding - basic | 15,432,693 | 12,681,900 |
Weighted average ordinary shares outstanding - diluted | 15,432,693 | 12,681,900 |
Statements of Comprehensive Loss | ||
Net loss | $ (7,101) | $ (9,889) |
Unrealized (loss) / gain on marketable securities | (1) | 219 |
Comprehensive loss | $ (7,102) | $ (9,670) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2022 | $ 27,999 | $ 126 | $ 451,150 | $ (422,927) | $ (350) |
Beginning balance (in shares) at Dec. 31, 2022 | 12,598,641 | ||||
Issuance of ordinary shares, net | 235 | $ 2 | 233 | ||
Issuance of ordinary shares, net (in shares) | 207,192 | ||||
Share-based compensation expense | 393 | 393 | |||
Net loss | (9,889) | (9,889) | |||
Unrealized income (loss) on available-for-sale securities | 219 | 219 | |||
Ending balance at Mar. 31, 2023 | 18,957 | $ 128 | 451,776 | (432,816) | (131) |
Ending balance (in shares) at Mar. 31, 2023 | 12,805,833 | ||||
Beginning balance at Dec. 31, 2022 | 27,999 | $ 126 | 451,150 | (422,927) | (350) |
Beginning balance (in shares) at Dec. 31, 2022 | 12,598,641 | ||||
Net loss | (38,371) | ||||
Ending balance at Dec. 31, 2023 | (6,403) | $ 135 | 454,759 | (461,298) | 1 |
Ending balance (in shares) at Dec. 31, 2023 | 13,499,003 | ||||
Issuance of ordinary shares, net | 7,217 | $ 30 | 7,187 | ||
Issuance of ordinary shares, net (in shares) | 2,971,411 | ||||
Share-based compensation expense | 138 | 138 | |||
Net loss | (7,101) | (7,101) | |||
Unrealized income (loss) on available-for-sale securities | (1) | $ (1) | |||
Ending balance at Mar. 31, 2024 | $ (6,150) | $ 165 | $ 462,084 | $ (468,399) | |
Ending balance (in shares) at Mar. 31, 2024 | 16,470,414 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (7,101) | $ (9,889) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 7 | 7 |
Amortization of intangible asset | 429 | |
Share-based compensation expense | 138 | 393 |
Interest on short-term investments | (1) | (77) |
Amortization of debt discount and deferred financing costs | 569 | 578 |
Adjustments to fair value of derivatives | 386 | 878 |
Other | 496 | 606 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 226 | (1,445) |
Accounts payable | (2,031) | (539) |
Accrued expenses | (5,902) | (748) |
Income taxes | 49 | 114 |
Other liabilities | (100) | (102) |
Net cash used in operating activities | (13,083) | (9,590) |
Cash flows from investing activities: | ||
Purchases of short-term investments | (6,489) | (3,892) |
Proceeds from sale of short-term investments | 13,700 | 8,998 |
Net cash provided by investing activities | 7,211 | 5,106 |
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares, net of transaction costs | 7,217 | 235 |
Net cash provided by financing activities | 7,217 | 235 |
Effect of exchange rates on cash and cash equivalents | (27) | (12) |
Net increase / (decrease) in cash, cash equivalents and restricted cash | 1,318 | (4,261) |
Cash, cash equivalents and restricted cash, at beginning of period | 6,105 | 21,126 |
Cash, cash equivalents and restricted cash, at end of period | 7,423 | 16,865 |
Supplemental Disclosure of Cash Flow Information: | ||
Income taxes paid - U.S | 11 | |
Exchangeable Notes | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||
Interest on exchangeable notes - non-cash | $ 181 | $ 205 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (7,101) | $ (9,889) | $ (38,371) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Description of Business 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 . Liquidity and Going Concern 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 condensed 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. The Company file d 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 these quarterly condensed 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 $ 7,101 and $ 9,889 for the three months ended March 31, 2024 and 2023, respectively, and a net loss of $ 38,371 for the year ended December 31, 2023. The Company had an accumulated deficit of $ 468,399 as of March 31, 2024 and expects to continue to incur net losses for the foreseeable future. The Company’s future cash flows are dependent on key variables such as its ability to secure additional sources of funding in the form of public or private financing of debt or equity or collaboration agreements. Based on its available cash, cash equivalents and short-term investments, the Company does not have cash on hand to fund its current operations and capital expenditure requirements for the next 12 months from the date of this Quarterly Report on Form 10-Q including the repayment of the Exchangeable Notes in January 2025. This condition raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date these condensed consolidated financial statements are issued. The Company plans to address this condition by raising funding through the possible sale of the Company’s equity or debt through public or private equity financings, which may include sales of the Company’s ordinary shares under the Company’s sales agreement with H.C. Wainwright. Although management intends to pursue plans to obtain additional funding to finance its operations, and the Company has successfully raised capital in the past, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. In addition, the Company’s ability to raise additional capital through the issue of new shares for cash is limited to issuing only 1.7 million ordinary shares (or rights to acquire such shares) for cash, based on the amount of authorized ordinary shares unissued or unreserved and free from any statutory rights of pre-emption, and therefore available for issuance as of April 30, 2024. While shareholders approved an increase of an additional 60,000,000 ordinary shares at our annual general meeting in May 2023 (the Additional Shares), we did not receive approval for the disapplication of statutory pre-emption rights over such shares. Absent shareholder approval of the dis-application of statutory pre-emption rights with respect to the Additional Shares, any Additional Shares that we propose to issue for cash will first have to be offered to all of our existing shareholders on the same or more favorable terms on a pro-rata basis. As a result of this limitation, we are currently severely limited in the amount of ordinary shares we may sell for cash in any capital raising transaction, and where we propose to issue shares for cash consideration, we may be required to first offer those shares to all of our existing shareholders in a time-consuming pro-rata rights offering. Furthermore, while the statutory pre-emption right applies only to share issuances for cash consideration and it does not apply where we issue shares for non-cash consideration (such as in a share exchange transaction or in any transaction in which property other than cash is received by us in payment for shares), any such transaction would likely be time consuming and complex to execute. 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 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. If the Company is unable to obtain funding, it could be forced to significantly delay, scale back or discontinue the development and commercialization of its sulopenem program, or otherwise change its strategy, which could adversely affect its business prospects, or the Company may be unable to continue operations. Based on the Company’s operating losses since inception, the expectation of continued operating losses for the foreseeable future, and the need to raise additional capital to finance its future operations, management has concluded there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Interim Financial Information The condensed consolidated balance sheet at December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2024, and results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023 have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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, the reported amounts of expenses during the reporting period and the assessment of the Company’s ability to continue as a going concern. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of the RLNs 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) to value the RLN liability (see Note 3 – Fair Value of Financial Assets and Liabilities). 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 up to $ 250 , while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $ 108 (€ 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 condensed consolidated balance sheet is $ 17 as of March 31, 2024 relating to the warrants issued on June 5, 2020 pursuant to the securities purchase agreement (June 3, 2020 SPA) from the June 3, 2020 registered direct offering (June 3, 2020 Offering), $ 6 as of March 31, 2024 relating to the warrants issued on July 2, 2020 pursuant to the securities purchase agreement (June 30, 2020 SPA) from the June 30, 2020 registered direct offering (June 30, 2020 Offering) and $ 11 as of March 31, 2024 relating to warrants issued in the underwritten offering in October 2020 (October 2020 Offering). These restricted cash amounts are unchanged from December 31, 2023 . 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. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and 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. 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 Accounting Standard Codification (ASC) 260, Earnings per Share . For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Three Months Ended March 31, 2024 2023 Options to purchase ordinary shares 1,108,988 1,213,091 Unvested restricted share units 16,666 89,439 Warrants 480,186 480,186 Exchangeable Notes 1,271,692 1,352,340 Total 2,877,532 3,135,056 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: Three Months Ended March 31, Operating expenses 2024 2023 Ireland $ 4,521 $ 7,068 U.S. 1,608 1,440 Bermuda 34 22 Total $ 6,163 $ 8,530 The distribution of long-lived assets by geographical area was as follows: Long-lived assets March 31, 2024 December 31, 2023 Ireland $ 294 $ 342 U.S. 243 287 Total $ 537 $ 629 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. On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07, which enhances segment disclosures and requires additional disclosures of segment expenses. This ASU is effective for annual periods in fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is not expected to have a material impact on the consolidated financial statements. On October 9, 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, or ASU 2023-06, which incorporates into the Codification several disclosures and presentation requirements currently residing in SEC Regulations S-X and S-K. For entities subject to the existing SEC disclosure requirements, including those preparing for sale or issuance of securities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later, with early adoption permitted. ASU 2023-06 is not expected to have a material impact on the consolidated financial statements. In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU 2023-09, which enhances the annual income tax disclosures for the effective tax rate reconciliation and income taxes paid. The amendments are effective for public business entities, for annual periods beginning after December 15, 2024 and for annual periods beginning after December 15, 2025 for all other entities. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU applies on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company is assessing what impact ASU 2023-09 will have on the condensed consolidated financial statements. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. March 31, 2024 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 1,193 $ — $ 1,193 $ — Commercial paper 780 — 780 — U.S. Treasury bonds 8,852 — 8,852 — $ 10,825 $ — $ 10,825 $ — December 31, 2023 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 1,179 $ — $ 1,179 $ — Commercial paper 3,287 — 3,287 — U.S. Treasury bonds 13,393 — 13,393 — $ 17,859 $ — $ 17,859 $ — See Note 4 for details on the short-term investments. The carrying amounts reported in the condensed consolidated balance sheets for 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 Exchangeable Notes and RLNs and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: March 31, 2024 Book Approximate Short-term Liabilities Value Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Exchangeable note $ 12,203 $ 12,239 $ — $ 12,239 $ — Total short-term liabilities $ 12,203 $ 12,239 $ — $ 12,239 $ — Long-term Liabilities Revenue Futures Royalty-linked notes 7,889 7,889 — — 7,889 Total long-term liabilities $ 7,889 $ 7,889 $ — $ — $ 7,889 December 31, 2023 Book Approximate Long-term Liabilities Value Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Long-term exchangeable note $ 11,453 $ 11,645 $ — $ 11,645 $ — Revenue Futures Royalty-linked notes 7,503 7,503 — — 7,503 Total long-term liabilities $ 18,956 $ 19,148 $ — $ 11,645 $ 7,503 The fair value of 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 March 31, 2024 consist of a separate financial instrument, that was issued as part of the Units, the RLNs (see Note 10 – Royalty-Linked Notes). 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 104.4282 shares per $ 1,000 of principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $ 9.576 per ordinary share) as of March 31, 2024 , 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 March 31, 2024, certain noteholders of $ 40,691 aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggreg ate of 3,760,155 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 March 31, 2024 was $ 11,117 . The fair value of the exchange option at March 31, 2024 was $ 0 . The RLN liability is carried at fair value on the condensed consolidated balance sheet (see Note 10 – Royalty-Linked Notes). The total fair value of $ 7,889 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 (the 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 %. 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 quarter 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 March 31, 2024 have a weighted average maturity of 0.13 years. The investments are reported at fair value with unrealized gains or losses recorded in the condensed 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 corporate bonds, commercial paper and U.S. Treasury bonds 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 March 31, 2024 and December 31, 2023: March 31, 2024 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 $ 1,192 $ 1 $ — $ 1,193 $ 1,193 $ — Commercial paper 780 — — 780 780 — U.S. Treasury bonds 8,852 2 ( 2 ) 8,852 8,852 — Total $ 10,824 $ 3 $ ( 2 ) $ 10,825 $ 10,825 $ — December 31, 2023 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 $ 1,179 $ 1 $ — $ 1,180 $ 1,180 $ — Commercial paper 3,288 — ( 1 ) 3,287 3,287 — U.S. Treasury bonds 13,391 3 ( 2 ) 13,392 13,392 — Total $ 17,858 $ 4 $ ( 3 ) $ 17,859 $ 17,859 $ — For the three months ended March 31, 2024 and 2023, no allowance was recorded for credit losses. Unrealized gains and losses are reported as a component of accumulated other comprehensive loss in shareholders’ deficit. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, December 31, Prepaid research and development expenses $ 497 $ 872 Prepaid insurance 197 472 Other prepaid assets 128 89 Research and development tax credit receivable 18 195 Total $ 840 $ 1,628 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, net Property and equipment and related accumulated depreciation are as follows: March 31, December 31, Leasehold improvements $ 148 $ 148 Furniture and fixtures 120 120 Computer equipment 98 98 366 366 Less: accumulated depreciation ( 322 ) ( 315 ) $ 44 $ 51 Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 7 and $ 7 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 7. 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 0.9 years to 1.3 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. A Deed of Assignment was signed in August 2023 in relation to a commercial property lease and accordingly the related Right of Use asset and lease liability were derecognized. In September 2020, the Company entered into a sublease agreement for a commercial unit. This sublease agreement was assigned with the related lease in August 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 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 did not extend more than 12 months from the end of the previously determined lease term. In August 2023, the Company extended the lease agreements for a further nine months, with a rolling extension, and twelve months, respectively. While neither of the extended agreements extend more than 12 months from the end of the previously determined lease term, it is considered to be reasonably certain that these lease arrangements will be extended beyond a period of more than 12 months. Accordingly, the Company has applied the measurement and recognition requirements of ASC 842 to these lease arrangements. 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 $ 99 and $ 106 of operating lease costs for right-of-use assets during the three months ended March 31, 2024 and 2023 , respectively. No rental expense on short-term leases was recognized during the three months ended March 31, 2024, and $ 72 of rental expense was recognized on short-term leases during the three months ended March 31, 2023 . No sublease income was recognized during the three months ended March 31, 2024 and $ 76 of sublease income was recognized during the three months ended March 31, 2023. Information related to the Company’s right-of-use assets and related lease liabilities is as follows: Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Cash paid for operating lease liabilities $ 100 $ 102 March 31, 2024 December 31, Weighted-average remaining lease term 1.21 years 1.46 years Weighted-average discount rate 12.9 % 12.9 % Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the condensed 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”): March 31, 2024 December 31, Other assets $ 464 $ 549 Other current liabilities $ 370 $ 365 Other liabilities 92 188 Total lease liabilities $ 462 $ 553 Future lease payments included in the measurement of lease liabilities on the condensed consolidated balance sheet as of March 31, 2024 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended March 31, 2025 $ 402 2026 93 2027 — 2028 — 2029 — Thereafter — $ 495 Less imputed interest ( 33 ) Total lease liabilities $ 462 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses consist of the following: March 31, December 31, Accrued payroll and bonus expenses $ 1,137 $ 2,742 Accrued clinical trial costs 367 4,835 Accrued other expenses 265 147 Accrued professional fees 90 37 Total $ 1,859 $ 7,761 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 9. 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 (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 trials, as well as reporting satisfactory safety data from the trials. The Company did not satisfy the conditions for the second draw above before the deadline of October 31, 2019. 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. 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. 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 104.4282 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $ 9.576 per ordinary share) as of March 31, 2024 , 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 March 31, 2024, certain noteholders of $ 40,691 aggregate principal amount of Exchangeable Notes have completed a non-cash exchange of their notes for an aggregate of 3,760,155 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 March 31, 2024 was $ 11,117 . 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 at each reporting period with the resulting change in fair value reflected in adjustments to fair value of derivatives in the condensed 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 were 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 $ 181 and $ 205 of interest expense related to the Exchangeable Notes during the three months ended March 31, 2024 and 2023, respectively. The Company recognized $ 569 and $ 578 related to the amortization of the debt discounts and deferred financing costs during the three months ended March 31, 2024 and 2023, respectively. These amounts are recorded in interest expense, net in the condensed consolidated statements of operations and comprehensive loss . The balance of the Exchangeable Notes as of March 31, 2024 is as follows: March 31, 2024 Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 6,040 September 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 30 Conversion of $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 40,691 ) ( 3,071 ) 2025 Exchangeable Notes, net 11,117 2,999 Unamortized discount and debt issuance costs ( 1,913 ) — 2025 Exchangeable Notes, net $ 9,204 $ 2,999 Scheduled principal payments on outstanding debt, including principal amounts owed to RLN holders (see Note 10 – Royalty-Linked Notes), as of March 31, 2024 , for the following five fiscal years and thereafter were as follows: Year Ending March 31, 2025 $ 11,117 2026 — 2027 — 2028 — 2029 — Thereafter 104 Total $ 11,221 |
Royalty-Linked Notes
Royalty-Linked Notes | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Royalty-Linked Notes | 10. 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 will be redeemable 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. In accordance with ASC 815, the fair value of the RLNs is determined using DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. Fair value measurements are highly sensitive to changes in inputs and significant changes to inputs can result in a significantly higher or lower fair value. The Company periodically assesses the revenue forecasts of the specified sulopenem products and the related payments. The Company has no obligation to pay any amount to the noteholders until the net revenue of the specified products are earned. The balance of the RLNs at each reporting date is as follows: March 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 ( 6,818 ) Total liability related to the sale of future royalties at March 31, 2024 $ 7,889 Current Portion — Long-term Portion $ 7,889 December 31, 2023 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 ( 7,204 ) Total liability related to the sale of future royalties at December 31, 2023 $ 7,503 Current Portion — Long-term Portion $ 7,503 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | 11. Shareholders’ Equity 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 annual general meeting of shareholders on May 3, 2023, the Company’s shareholders approved an increase of 60,000,000 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 80,000,000 ordinary shares of $ 0.01 par value each as of March 31, 2024 . The holders of ordinary shares are entitled to one vote for each share held. The holders of ordinary shares currently have preemptive rights over 60,000,000 ordinary shares and no preemptive or other subscription rights over 20,000,000 ordinary shares. There are no redemption or sinking fund provisions with respect to the authorized ordinary 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 three months ended March 31, 2024 , the Company sold 2,971,411 ordinary shares under the “at the market” agreement at an average price of $ 2.51 per share for net proceeds of $ 7.2 million. Beginning on January 21, 2021 to March 31, 2024, certain noteholders of $ 40,691 aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of 3,760,155 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 March 31, 2024 was $ 11,117 . 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 March 31, 2024. 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 March 31, 2024. 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 March 31, 2024, 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 March 31, 2024, 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 March 31, 2024, 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 March 31, 2024. 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 March 31, 2024. Undesignated Preferred Shares The Company has authorized 100,000,000 undesignated preferred shares of $ 0.01 par value each as of March 31, 2024 . 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 designated preferred shares in issue as of March 31, 2024 or December 31, 2023 . |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 12. 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, cancelled, 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, cancelled, 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 did no t grant any share options to employees and directors during the three months ended March 31, 2024 and 857,500 share options were granted to employees during the three months ended March 31, 2023. There were 635,287 and 1,139,877 unvested employee and director share options outstanding as of March 31, 2024 and March 31, 2023, respectively. Total expense recognized related to employee share options was $ 123 and $ 177 for the three months ended March 31, 2024 and 2023, respectively. Total unamortized compensation expense related to employee share options was $ 877 and $ 1,454 as of March 31, 2024 and March 31, 2023, respectively, which is expected to be recognized over a remaining weighted average vesting period of 1.85 years and 2.80 years as of March 31, 2024 and March 31, 2023, respectively. The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Three Months Ended March 31, 2023 Volatility 100 % Expected term in years 6.00 - 6.25 Dividend rate 0 % Risk-free interest rate 3.55 % - 3.67 % Share price $ 1.00 - $ 1.04 Fair value of option on grant date $ 0.80 - $ 0.84 The following table summarizes total share option activity for all Company plans: Equity Plans Inducement Plan Total Options outstanding December 31, 2023 984,155 124,833 1,108,988 Granted — — — Exercised — — — Forfeited — — — Options outstanding March 31, 2024 984,155 124,833 1,108,988 The following table summarizes the number of options outstanding and the weighted-average exercise price as of March 31, 2024: Number of Weighted Weighted Aggregate Options outstanding December 31, 2023 1,108,988 $ 2.73 8.94 $ 832 Granted — Exercised — Forfeited — Options outstanding March 31, 2024 1,108,988 $ 2.73 8.70 $ 463 Exercisable at March 31, 2024 473,701 $ 4.18 8.48 $ 154 Restricted Share Units (RSUs) The Company did no t grant any RSUs to employees and directors during the three months ended March 31, 2024 and 2023, respectively. The following table summarizes the number of RSUs granted covering an equal number of the Company’s ordinary shares for all of Company plans: Equity Plans Inducement Plan Total RSUs outstanding December 31, 2023 — 16,666 16,666 Granted — — — Shares vested — — — Forfeited — — — RSUs outstanding March 31, 2024 — 16,666 16,666 The table below shows the number of RSUs outstanding covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the RSUs outstanding as of March 31, 2024: Number of Weighted Average RSUs outstanding December 31, 2023 16,666 $ 7.26 Granted — Shares vested — Forfeited — RSUs outstanding March 31, 2024 16,666 $ 7.26 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 gener ally one year for directors and two years for our employees under our 2018 Plan and four years for our employees under our 2021 Inducement Plan. Total expense recognized related to the RSUs was $ 15 and $ 216 for the three months ended March 31, 2024 and 2023, respectively. Total unamortized compensation expense related to the RSUs was $ 101 and $ 200 as of March 31, 2024 and March 31, 2023, respectively, which is expected to be recognized over a remaining average vesting period of 1.67 years and 2.62 years as of March 31, 2024 and March 31, 2023, respectively. The Company’s share-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2024 2023 Research and development expense $ 96 $ 124 General and administrative expense 42 269 There was a total of $ 978 and $ 1,654 unamortized share-based compensation expense for options and RSUs as of March 31, 2024 and March 31, 2023 , respectively, which is expected to be recognized over a remaining average vesting period of 1.83 years and 2.79 years as of March 31, 2024 and March 31, 2023 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes, at the end of each interim period, the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the three months ended March 31, 2024 and 2023, the Company recorded an income tax expense of $ 48 and $ 123 , respectively. Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax bases of assets and liabilities using statutory rates. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, including the Company’s history of losses and determined that it is more-likely-than-not that these net deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company has net operating loss carryforwards in Ireland which result in tax benefits of approximatel y $ 42,286 and $ 41,525 , respectively, for which a full valuation allowance has been recognized. 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. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 (the Pfizer License). As part of the Pfizer License, 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. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | 15. 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 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. As of March 31, 2024, $ 11,117 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 condensed consolidated financial statements of this Quarterly Report on Form 10-Q. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business 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 . |
Liquidity and Going Concern | Liquidity and Going Concern 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 condensed 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. The Company file d 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 these quarterly condensed 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 $ 7,101 and $ 9,889 for the three months ended March 31, 2024 and 2023, respectively, and a net loss of $ 38,371 for the year ended December 31, 2023. The Company had an accumulated deficit of $ 468,399 as of March 31, 2024 and expects to continue to incur net losses for the foreseeable future. The Company’s future cash flows are dependent on key variables such as its ability to secure additional sources of funding in the form of public or private financing of debt or equity or collaboration agreements. Based on its available cash, cash equivalents and short-term investments, the Company does not have cash on hand to fund its current operations and capital expenditure requirements for the next 12 months from the date of this Quarterly Report on Form 10-Q including the repayment of the Exchangeable Notes in January 2025. This condition raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date these condensed consolidated financial statements are issued. The Company plans to address this condition by raising funding through the possible sale of the Company’s equity or debt through public or private equity financings, which may include sales of the Company’s ordinary shares under the Company’s sales agreement with H.C. Wainwright. Although management intends to pursue plans to obtain additional funding to finance its operations, and the Company has successfully raised capital in the past, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. In addition, the Company’s ability to raise additional capital through the issue of new shares for cash is limited to issuing only 1.7 million ordinary shares (or rights to acquire such shares) for cash, based on the amount of authorized ordinary shares unissued or unreserved and free from any statutory rights of pre-emption, and therefore available for issuance as of April 30, 2024. While shareholders approved an increase of an additional 60,000,000 ordinary shares at our annual general meeting in May 2023 (the Additional Shares), we did not receive approval for the disapplication of statutory pre-emption rights over such shares. Absent shareholder approval of the dis-application of statutory pre-emption rights with respect to the Additional Shares, any Additional Shares that we propose to issue for cash will first have to be offered to all of our existing shareholders on the same or more favorable terms on a pro-rata basis. As a result of this limitation, we are currently severely limited in the amount of ordinary shares we may sell for cash in any capital raising transaction, and where we propose to issue shares for cash consideration, we may be required to first offer those shares to all of our existing shareholders in a time-consuming pro-rata rights offering. Furthermore, while the statutory pre-emption right applies only to share issuances for cash consideration and it does not apply where we issue shares for non-cash consideration (such as in a share exchange transaction or in any transaction in which property other than cash is received by us in payment for shares), any such transaction would likely be time consuming and complex to execute. 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 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. If the Company is unable to obtain funding, it could be forced to significantly delay, scale back or discontinue the development and commercialization of its sulopenem program, or otherwise change its strategy, which could adversely affect its business prospects, or the Company may be unable to continue operations. Based on the Company’s operating losses since inception, the expectation of continued operating losses for the foreseeable future, and the need to raise additional capital to finance its future operations, management has concluded there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
Interim Financial Information | Interim Financial Information The condensed consolidated balance sheet at December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2024, and results of operations for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023 have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024 . |
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, the reported amounts of expenses during the reporting period and the assessment of the Company’s ability to continue as a going concern. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of the RLNs 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) to value the RLN liability (see Note 3 – Fair Value of Financial Assets and Liabilities). |
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 up to $ 250 , while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $ 108 (€ 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 condensed consolidated balance sheet is $ 17 as of March 31, 2024 relating to the warrants issued on June 5, 2020 pursuant to the securities purchase agreement (June 3, 2020 SPA) from the June 3, 2020 registered direct offering (June 3, 2020 Offering), $ 6 as of March 31, 2024 relating to the warrants issued on July 2, 2020 pursuant to the securities purchase agreement (June 30, 2020 SPA) from the June 30, 2020 registered direct offering (June 30, 2020 Offering) and $ 11 as of March 31, 2024 relating to warrants issued in the underwritten offering in October 2020 (October 2020 Offering). These restricted cash amounts are unchanged from December 31, 2023 . 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and 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. |
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 Accounting Standard Codification (ASC) 260, Earnings per Share . For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Three Months Ended March 31, 2024 2023 Options to purchase ordinary shares 1,108,988 1,213,091 Unvested restricted share units 16,666 89,439 Warrants 480,186 480,186 Exchangeable Notes 1,271,692 1,352,340 Total 2,877,532 3,135,056 |
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: Three Months Ended March 31, Operating expenses 2024 2023 Ireland $ 4,521 $ 7,068 U.S. 1,608 1,440 Bermuda 34 22 Total $ 6,163 $ 8,530 The distribution of long-lived assets by geographical area was as follows: Long-lived assets March 31, 2024 December 31, 2023 Ireland $ 294 $ 342 U.S. 243 287 Total $ 537 $ 629 |
Recent Accounting Pronouncements | 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. On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07, which enhances segment disclosures and requires additional disclosures of segment expenses. This ASU is effective for annual periods in fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is not expected to have a material impact on the consolidated financial statements. On October 9, 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, or ASU 2023-06, which incorporates into the Codification several disclosures and presentation requirements currently residing in SEC Regulations S-X and S-K. For entities subject to the existing SEC disclosure requirements, including those preparing for sale or issuance of securities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later, with early adoption permitted. ASU 2023-06 is not expected to have a material impact on the consolidated financial statements. In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU 2023-09, which enhances the annual income tax disclosures for the effective tax rate reconciliation and income taxes paid. The amendments are effective for public business entities, for annual periods beginning after December 15, 2024 and for annual periods beginning after December 15, 2025 for all other entities. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU applies on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company is assessing what impact ASU 2023-09 will have on the condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Three Months Ended March 31, 2024 2023 Options to purchase ordinary shares 1,108,988 1,213,091 Unvested restricted share units 16,666 89,439 Warrants 480,186 480,186 Exchangeable Notes 1,271,692 1,352,340 Total 2,877,532 3,135,056 |
Schedule of Distribution of Total Operating Expenses by Geographical Area | The distribution of total operating expenses by geographical area was as follows: Three Months Ended March 31, Operating expenses 2024 2023 Ireland $ 4,521 $ 7,068 U.S. 1,608 1,440 Bermuda 34 22 Total $ 6,163 $ 8,530 |
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 March 31, 2024 December 31, 2023 Ireland $ 294 $ 342 U.S. 243 287 Total $ 537 $ 629 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. March 31, 2024 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 1,193 $ — $ 1,193 $ — Commercial paper 780 — 780 — U.S. Treasury bonds 8,852 — 8,852 — $ 10,825 $ — $ 10,825 $ — December 31, 2023 Assets Total Level 1 Level 2 Level 3 Short-term investments: Corporate bonds $ 1,179 $ — $ 1,179 $ — Commercial paper 3,287 — 3,287 — U.S. Treasury bonds 13,393 — 13,393 — $ 17,859 $ — $ 17,859 $ — |
Summary of Long Term And Short Term Debt at Fair Value Hierarchy of Valuation Inputs Utilized to Determine Fair Value | The following table presents information about the Company’s Exchangeable Notes and RLNs and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: March 31, 2024 Book Approximate Short-term Liabilities Value Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Exchangeable note $ 12,203 $ 12,239 $ — $ 12,239 $ — Total short-term liabilities $ 12,203 $ 12,239 $ — $ 12,239 $ — Long-term Liabilities Revenue Futures Royalty-linked notes 7,889 7,889 — — 7,889 Total long-term liabilities $ 7,889 $ 7,889 $ — $ — $ 7,889 December 31, 2023 Book Approximate Long-term Liabilities Value Fair Value Level 1 Level 2 Level 3 Exchangeable Notes Long-term exchangeable note $ 11,453 $ 11,645 $ — $ 11,645 $ — Revenue Futures Royalty-linked notes 7,503 7,503 — — 7,503 Total long-term liabilities $ 18,956 $ 19,148 $ — $ 11,645 $ 7,503 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: March 31, 2024 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 $ 1,192 $ 1 $ — $ 1,193 $ 1,193 $ — Commercial paper 780 — — 780 780 — U.S. Treasury bonds 8,852 2 ( 2 ) 8,852 8,852 — Total $ 10,824 $ 3 $ ( 2 ) $ 10,825 $ 10,825 $ — December 31, 2023 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 $ 1,179 $ 1 $ — $ 1,180 $ 1,180 $ — Commercial paper 3,288 — ( 1 ) 3,287 3,287 — U.S. Treasury bonds 13,391 3 ( 2 ) 13,392 13,392 — Total $ 17,858 $ 4 $ ( 3 ) $ 17,859 $ 17,859 $ — For the three months ended March 31, 2024 and 2023, no allowance was recorded for credit losses. Unrealized gains and losses are reported as a component of accumulated other comprehensive loss in shareholders’ deficit. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, December 31, Prepaid research and development expenses $ 497 $ 872 Prepaid insurance 197 472 Other prepaid assets 128 89 Research and development tax credit receivable 18 195 Total $ 840 $ 1,628 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Related Accumulated Depreciation | Property and equipment and related accumulated depreciation are as follows: March 31, December 31, Leasehold improvements $ 148 $ 148 Furniture and fixtures 120 120 Computer equipment 98 98 366 366 Less: accumulated depreciation ( 322 ) ( 315 ) $ 44 $ 51 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Cash paid for operating lease liabilities $ 100 $ 102 March 31, 2024 December 31, Weighted-average remaining lease term 1.21 years 1.46 years Weighted-average discount rate 12.9 % 12.9 % Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the condensed 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”): March 31, 2024 December 31, Other assets $ 464 $ 549 Other current liabilities $ 370 $ 365 Other liabilities 92 188 Total lease liabilities $ 462 $ 553 |
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 condensed consolidated balance sheet as of March 31, 2024 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended March 31, 2025 $ 402 2026 93 2027 — 2028 — 2029 — Thereafter — $ 495 Less imputed interest ( 33 ) Total lease liabilities $ 462 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: March 31, December 31, Accrued payroll and bonus expenses $ 1,137 $ 2,742 Accrued clinical trial costs 367 4,835 Accrued other expenses 265 147 Accrued professional fees 90 37 Total $ 1,859 $ 7,761 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 10 – Royalty-Linked Notes), as of March 31, 2024 , for the following five fiscal years and thereafter were as follows: Year Ending March 31, 2025 $ 11,117 2026 — 2027 — 2028 — 2029 — Thereafter 104 Total $ 11,221 |
2025 Exchangeable Notes | |
Summary of Balance of Exchangeable Notes | The balance of the Exchangeable Notes as of March 31, 2024 is as follows: March 31, 2024 Principal Accrued Interest January 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 6,040 September 2020 $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) 220 30 Conversion of $ 1,000 Exchangeable Notes, 6.5 % interest, due January 31, 2025 (2025 Exchangeable Notes) ( 40,691 ) ( 3,071 ) 2025 Exchangeable Notes, net 11,117 2,999 Unamortized discount and debt issuance costs ( 1,913 ) — 2025 Exchangeable Notes, net $ 9,204 $ 2,999 |
Royalty-Linked Notes (Tables)
Royalty-Linked Notes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Royalty Linked Notes [Abstract] | |
Summary of Royalty-Linked Notes | The balance of the RLNs at each reporting date is as follows: March 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 ( 6,818 ) Total liability related to the sale of future royalties at March 31, 2024 $ 7,889 Current Portion — Long-term Portion $ 7,889 December 31, 2023 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 ( 7,204 ) Total liability related to the sale of future royalties at December 31, 2023 $ 7,503 Current Portion — Long-term Portion $ 7,503 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, 2023 Volatility 100 % Expected term in years 6.00 - 6.25 Dividend rate 0 % Risk-free interest rate 3.55 % - 3.67 % Share price $ 1.00 - $ 1.04 Fair value of option on grant date $ 0.80 - $ 0.84 |
Summary of Stock Options Activity | The following table summarizes total share option activity for all Company plans: Equity Plans Inducement Plan Total Options outstanding December 31, 2023 984,155 124,833 1,108,988 Granted — — — Exercised — — — Forfeited — — — Options outstanding March 31, 2024 984,155 124,833 1,108,988 The following table summarizes the number of options outstanding and the weighted-average exercise price as of March 31, 2024: Number of Weighted Weighted Aggregate Options outstanding December 31, 2023 1,108,988 $ 2.73 8.94 $ 832 Granted — Exercised — Forfeited — Options outstanding March 31, 2024 1,108,988 $ 2.73 8.70 $ 463 Exercisable at March 31, 2024 473,701 $ 4.18 8.48 $ 154 |
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 Company plans: Equity Plans Inducement Plan Total RSUs outstanding December 31, 2023 — 16,666 16,666 Granted — — — Shares vested — — — Forfeited — — — RSUs outstanding March 31, 2024 — 16,666 16,666 The table below shows the number of RSUs outstanding covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the RSUs outstanding as of March 31, 2024: Number of Weighted Average RSUs outstanding December 31, 2023 16,666 $ 7.26 Granted — Shares vested — Forfeited — RSUs outstanding March 31, 2024 16,666 $ 7.26 |
Summary of Share-based Compensation Expense | The Company’s share-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2024 2023 Research and development expense $ 96 $ 124 General and administrative expense 42 269 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Oct. 07, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | May 31, 2023 | May 03, 2023 | Oct. 17, 2022 | Sep. 08, 2020 | Jan. 21, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Net losses | $ 7,101,000 | $ 9,889,000 | $ 38,371,000 | ||||||
Accumulated deficit | 468,399,000 | 461,298,000 | |||||||
Cash and cash equivalents | $ 7,389,000 | $ 6,071,000 | |||||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Issuance of ordinary shares | 1,700,000 | ||||||||
Additional ordinary shares with preemptive rights | 60,000,000 | ||||||||
Maximum | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Value of shares and securities may offer and sell | $ 100,000,000 | ||||||||
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 | ||||||||
2025 Exchangeable Notes | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Aggregate principal amount | $ 11,117,000 | $ 9,891,000 | |||||||
2025 Exchangeable Notes | Private Placement and Rights Offering | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Aggregate principal amount | $ 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, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) Segment $ / shares | Mar. 31, 2024 EUR (€) | Dec. 31, 2023 $ / shares | May 03, 2023 $ / shares | Mar. 31, 2023 $ / shares | |
Accounting Policies [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of business segments | Segment | 1 | ||||
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 | |||
Warrants Issued | October 2020 Offering | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | $ | $ 11 | ||||
Warrants Issued | June 3, 2020 SPA | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | $ | 17 | ||||
Warrants Issued | June 30, 2020 SPA | |||||
Accounting Policies [Line Items] | |||||
Restricted cash | $ | 6 | ||||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Cash, Federal Deposit Isurance Corporation insured amount | $ | 250 | ||||
Cash, DGS insured amount | $ 108 | € 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 2,877,532 | 3,135,056 |
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 | 1,108,988 | 1,213,091 |
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 | 16,666 | 89,439 |
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 |
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 | 1,271,692 | 1,352,340 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Distribution of Total Operating Expenses by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Operating expenses | $ 6,163 | $ 8,530 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Operating expenses | 4,521 | 7,068 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Operating expenses | 1,608 | 1,440 |
Bermuda | ||
Segment Reporting Information [Line Items] | ||
Operating expenses | $ 34 | $ 22 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Distribution of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 537 | $ 629 |
Ireland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | 294 | 342 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 243 | $ 287 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 10,825 | $ 17,859 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,193 | 1,179 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 780 | 3,287 |
U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 8,852 | 13,393 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 10,825 | 17,859 |
Level 2 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,193 | 1,179 |
Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 780 | 3,287 |
Level 2 | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 8,852 | $ 13,393 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary of Long Term And Short Term Debt at Fair Value Hierarchy of Valuation Inputs Utilized to Determine Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Book Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term exchangeable note | $ 11,453 | |
Short-term Liabilities, Exchangeable note | $ 12,203 | |
Total short-term liabilities | 12,203 | |
Long-term Liabilities, Royalty-linked notes | 7,889 | 7,503 |
Total long-term liabilities | 7,889 | 18,956 |
Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total short-term liabilities | 12,239 | |
Long-term exchangeable note | 11,645 | |
Short-term Liabilities, Exchangeable note | 12,239 | |
Long-term Liabilities, Royalty-linked notes | 7,889 | 7,503 |
Total long-term liabilities | 7,889 | 19,148 |
Level 2 | Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term exchangeable note | 11,645 | |
Short-term Liabilities, Exchangeable note | 12,239 | |
Total long-term liabilities | 11,645 | |
Level 3 | Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term Liabilities, Royalty-linked notes | 7,889 | 7,503 |
Total long-term liabilities | $ 7,889 | $ 7,503 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 3 Months Ended | 38 Months Ended | |
Jan. 21, 2020 | Mar. 31, 2024 | Mar. 31, 2024 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative liability for the exchange option, fair value | $ 0 | $ 0 | |
Aggregate principal amount of exchangeable notes | 40,691,000 | ||
RLNs liability | 7,889,000 | 7,889,000 | |
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 | 40,691,000 | ||
Private Placement | Exchangeable Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Aggregate principal amount of exchangeable notes | $ 40,691,000 | ||
Debt instrument, aggregate number of shares exchanged | 3,760,155 | ||
Debt instrument, outstanding principal | $ 11,117,000 | $ 11,117,000 | |
Private Placement | Securities | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument price per ordinary share | $ 15 | $ 9.576 | |
Debt instrument, shares embedded within each unit, shares | 66.666 | 104.4282 | |
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% |
Short-term Investments - Additi
Short-term Investments - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||
Average maturity period | 1 month 17 days | |
Allowance recorded for credit losses | $ 0 | $ 0 |
Short-term Investments - Schedu
Short-term Investments - Schedule of Available for Sale Short-term Investments by Major Security Type (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 10,824 | $ 17,858 |
Unrealized Gains | 3 | 4 |
Unrealized (Losses) | (2) | (3) |
Fair Value Total | 10,825 | 17,859 |
Maturity by period Less than 1 Year | 10,825 | 17,859 |
Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,192 | 1,179 |
Unrealized Gains | 1 | 1 |
Fair Value Total | 1,193 | 1,180 |
Maturity by period Less than 1 Year | 1,193 | 1,180 |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 780 | 3,288 |
Unrealized (Losses) | (1) | |
Fair Value Total | 780 | 3,287 |
Maturity by period Less than 1 Year | 780 | 3,287 |
U.S. Treasury Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 8,852 | 13,391 |
Unrealized Gains | 2 | 3 |
Unrealized (Losses) | (2) | (2) |
Fair Value Total | 8,852 | 13,392 |
Maturity by period Less than 1 Year | $ 8,852 | $ 13,392 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid research and development expenses | $ 497 | $ 872 |
Prepaid insurance | 197 | 472 |
Other prepaid assets | 128 | 89 |
Research and development tax credit receivable | 18 | 195 |
Total | $ 840 | $ 1,628 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 366 | $ 366 |
Less: accumulated depreciation | (322) | (315) |
Property and equipment, net | 44 | 51 |
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 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 98 | $ 98 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 7 | $ 7 |
Leases - Additional Information
Leases - Additional Information (Details) - Office Space and Commercial Property - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Leased Assets [Line Items] | ||
Lessee, operating lease, description | These leases have remaining terms which range from 0.9 years to 1.3 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 | |
Operating lease cost for right - of - use assets | $ 99,000 | $ 106,000 |
Operating lease, rental expenses | 0 | 72,000 |
Sublease Income | $ 0 | $ 76,000 |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Lessee, operating lease, remaining lease term | 10 months 24 days | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Lessee, operating lease, remaining lease term | 1 year 3 months 18 days |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Leases [Abstract] | |||
Cash paid for operating lease liabilities | $ 100 | $ 102 | |
Weighted-average remaining lease term | 1 year 2 months 15 days | 1 year 5 months 15 days | |
Weighted-average discount rate | 12.90% | 12.90% |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Lease Assets And Liabilities [Abstract] | ||
Other assets | $ 464 | $ 549 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Other current liabilities | $ 370 | $ 365 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Other liabilities | $ 92 | $ 188 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total lease liabilities | $ 462 | $ 553 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2025 | $ 402 | |
2026 | 93 | |
Total | 495 | |
Less imputed interest | (33) | |
Total lease liabilities | $ 462 | $ 553 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll and bonus expenses | $ 1,137 | $ 2,742 |
Accrued clinical trial costs | 367 | 4,835 |
Accrued other expenses | 265 | 147 |
Accrued professional fees | 90 | 37 |
Total | $ 1,859 | $ 7,761 |
Debt - Additional Information (
Debt - Additional Information (Details) | 3 Months Ended | 12 Months Ended | 38 Months Ended | ||||
Sep. 08, 2020 USD ($) Debtinstrument $ / shares shares | Jan. 21, 2020 USD ($) Debtinstrument $ / shares shares | Apr. 27, 2018 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2024 USD ($) shares | |
Debt Instrument [Line Items] | |||||||
Accretion of debt discounts and deferred financing costs | $ 569,000 | $ 578,000 | |||||
Aggregate principal amount of exchangeable notes | $ 40,691,000 | ||||||
Issuance of ordinary shares on conversion of exchangeable notes (in shares) | shares | 3,760,155 | ||||||
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 | ||||||
Final interest rate payment on outstanding principal | 4.20% | ||||||
Principal and interest payment, maturity date | Mar. 01, 2022 | ||||||
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 | Ordinary Shares | |||||||
Debt Instrument [Line Items] | |||||||
Number of warrants to purchase ordinary shares | shares | 1,326 | ||||||
Silicon Valley Bank and Life Sciences Fund II LLC | Series B Convertible Preferred Shares | |||||||
Debt Instrument [Line Items] | |||||||
Number of warrants to purchase ordinary shares | shares | 19,890 | ||||||
Warrants to purchase preferred shares, exercise price | $ / shares | $ 282.75 | ||||||
2025 Exchangeable Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 181,000 | 205,000 | |||||
Accretion of debt discounts and deferred financing costs | 569,000 | $ 578,000 | |||||
Aggregate principal amount | $ 9,891,000 | 11,117,000 | $ 11,117,000 | ||||
Debt instrument, outstanding principal | $ 11,117,000 | $ 11,117,000 | |||||
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 | ||||||
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 | 51,800,000 | ||||||
Debt instrument interest rate | 6.50% | ||||||
2025 Exchangeable Notes | Rights Offering | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 220,000 | ||||||
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 | |||||
RLNs | Rights Offering | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 440 | ||||||
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 | 66.666 | 66.666 | 104.4282 | ||||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 15 | $ 15 | $ 9.576 |
Debt - Summary of Balances of E
Debt - Summary of Balances of Exchangeable Notes (Details) $ in Thousands | 3 Months Ended | 38 Months Ended |
Mar. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) | |
Debt Instrument [Line Items] | ||
Exchangeable Notes, Conversion | $ (40,691) | |
Exchangeable Notes, net | $ 11,221 | 11,221 |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes | 51,588 | 51,588 |
Exchangeable Notes, Accrued Interest | 6,040 | 6,040 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes | 220 | 220 |
Exchangeable Notes, Accrued Interest | 30 | 30 |
Conversion of $1,000 Exchangeable Notes due January 31, 2025 | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes, Conversion | (40,691) | |
Exchangeable Notes, Accrued Interest | (3,071) | (3,071) |
2025 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
Exchangeable Notes | 11,117 | 11,117 |
Unamortized discount and debt issuance costs | (1,913) | (1,913) |
Exchangeable Notes, net | 9,204 | 9,204 |
Exchangeable Notes, Accrued Interest | $ 2,999 | $ 2,999 |
Debt - Summary of Balances of_2
Debt - Summary of Balances of Exchangeable Notes (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ 1,000 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ 1,000 |
Debt instrument interest rate | 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 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | 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 | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 11,117 |
Thereafter | 104 |
Total | $ 11,221 |
Royalty-Linked Notes - Addition
Royalty-Linked Notes - Additional Information (Details) - Royalty-Linked Notes | 3 Months Ended | ||
Sep. 08, 2020 Debtinstrument | Jan. 21, 2020 Debtinstrument | Mar. 31, 2024 USD ($) UsdRln | |
Debt Instrument [Line Items] | |||
Debt instrument maturity date | Dec. 31, 2045 | ||
Debt instrument outstanding portion | UsdRln | 0.04 | ||
Aggregate amount payable per unit | $ | $ 160 | ||
Debt instrument, aggregate potential payment capped rate | 4,000 | ||
Private Placement | |||
Debt Instrument [Line Items] | |||
Number of debt instruments issued | 2,579,400 | ||
Rights Offering | |||
Debt Instrument [Line Items] | |||
Number of debt instruments issued | 11,000 |
Royalty Linked Notes - Summary
Royalty Linked Notes - Summary of Royalty-Linked Notes (Details) - USD ($) $ in Thousands | 47 Months Ended | 50 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | Sep. 08, 2020 | |
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 | ||
Amortization of discount and debt issuance costs | 3,666 | 3,666 | |
Adjustments to fair value | (7,204) | (6,818) | |
Total liability related to the sale of future royalties | 7,503 | 7,889 | |
Long-term Portion | $ 7,503 | $ 7,889 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 38 Months Ended | ||||||||||||||
Oct. 17, 2022 USD ($) | Oct. 07, 2022 USD ($) $ / shares | Feb. 12, 2021 $ / shares shares | Feb. 10, 2021 $ / shares shares | Feb. 08, 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 | Apr. 27, 2018 $ / shares shares | Jun. 30, 2020 $ / shares shares | Mar. 31, 2024 USD ($) Vote $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares shares | May 03, 2023 $ / shares shares | |
Class Of Stock [Line Items] | |||||||||||||||||
Increase to authorized ordinary shares | 60,000,000 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Ordinary shares, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | ||||||||||||||
Number of vote per common share | Vote | 1 | ||||||||||||||||
Common stock shares with preemptive rights | 60,000,000 | 60,000,000 | |||||||||||||||
Number of ordinary shares not have preemptive or other subscription rights | 20,000,000 | 20,000,000 | |||||||||||||||
Common stock rights and preferences | The holders of ordinary shares currently have preemptive rights over 60,000,000 ordinary shares and no preemptive or other subscription rights over 20,000,000 ordinary shares. There are no redemption or sinking fund provisions with respect to the authorized ordinary shares. | ||||||||||||||||
Authorized amount for sale of stock | $ | $ 100,000,000 | ||||||||||||||||
Ordinary shares, shares issued | 16,470,414 | 16,470,414 | 13,499,003 | ||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 7,217,000 | $ 235,000 | |||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 40,691,000 | ||||||||||||||||
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 | $ 24.3 | |||||||||||||||
Warrants expiry date | Jun. 03, 2025 | Dec. 05, 2025 | |||||||||||||||
Warrants exercisable date | Jun. 03, 2020 | ||||||||||||||||
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 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 27.7965 | $ 21.3 | |||||||||||||||
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 | ||||||||||||||||
Warrants exercised | 84,317 | 84,317 | |||||||||||||||
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 | ||||||||||||||||
Number of warrants exercised for ordinary shares | 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 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 25,333 | 25,333 | |||||||||||||||
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% | |||||||||||||||
Proceeds from warrants connected to registered direct offerings | $ | $ 546,000 | ||||||||||||||||
February Underwritten Offering | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 24,347 | 162,318 | |||||||||||||||
At-the-market agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of ordinary shares sold | 2,971,411 | ||||||||||||||||
Offering price per share | $ / shares | $ 2.51 | $ 2.51 | |||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 7,200,000 | ||||||||||||||||
February Registered Direct Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Offering closing date | Feb. 12, 2021 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 81,666 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 37.5 | ||||||||||||||||
Warrants expiry date | Feb. 09, 2026 | ||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7% | ||||||||||||||||
Warrants to Purchase 19,890 Ordinary Shares | Silicon Valley Bank and Life Sciences Fund II LLC | |||||||||||||||||
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 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 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 | |||||||||||||||
Designated Preferred Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Undesignated preferred shares issued | 0 | 0 | 0 | ||||||||||||||
Ordinary Shares | Silicon Valley Bank and Life Sciences Fund II LLC | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 1,326 | ||||||||||||||||
Exchangeable Notes | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 3,760,155 | 3,760,155 | |||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 40,691,000 | ||||||||||||||||
Aggregate principal amount | $ | $ 11,117,000 | 11,117,000 | |||||||||||||||
Exchangeable Notes | Private Placement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 40,691,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||||
Nov. 24, 2021 | Jun. 23, 2021 | Jun. 10, 2020 | Feb. 14, 2020 | Dec. 05, 2018 | May 18, 2017 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 14, 2018 | Nov. 18, 2015 | |
Employees and Directors | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share options granted | 0 | 857,500 | ||||||||
Unvested employee options outstanding | 635,287 | 1,139,877 | ||||||||
Employee Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Expense recognized | $ 123 | $ 177 | ||||||||
Unamortized compensation expense share options | $ 877 | $ 1,454 | ||||||||
Vesting period | 1 year 10 months 6 days | 2 years 9 months 18 days | ||||||||
Risk-free interest rate based on estimate of U.S. treasury yield | 7 years | |||||||||
Restricted Share Units (RSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Expense recognized | $ 15 | $ 216 | ||||||||
Unamortized compensation expense | $ 101 | $ 200 | ||||||||
Stock-based compensation expense, expected weighted average period for recognition | 1 year 8 months 1 day | 2 years 7 months 13 days | ||||||||
Restricted Share Units (RSUs) | Employees and Directors | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares, granted/awarded | 0 | 0 | ||||||||
Restricted Share Units (RSUs) | Director | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Options and Restricted Share Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year 9 months 29 days | 2 years 9 months 14 days | ||||||||
Unamortized compensation expense | $ 978 | $ 1,654 | ||||||||
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 | Employee Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
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. | |||||||||
Share option granted term | 10 years | |||||||||
2015 Plan, 2018 Plan and 2021 Inducement Plan | Employee Stock Option | Director | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Assumptions Used to Determine Grant Date Fair Value of Employee and Director Options Granted (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Volatility | 100% |
Dividend rate | 0% |
Risk-free interest rate, minimum | 3.55% |
Risk-free interest rate, maximum | 3.67% |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term in years | 6 years |
Share price | $ 1 |
Fair value of option on grant date | $ 0.8 |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term in years | 6 years 3 months |
Share price | $ 1.04 |
Fair value of option on grant date | $ 0.84 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options outstanding Beginning Balance | 1,108,988 |
Number of Shares, Options outstanding Ending Balance | 1,108,988 |
2015 Plan and 2018 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options outstanding Beginning Balance | 984,155 |
Number of Shares, Options outstanding Ending Balance | 984,155 |
Two Thousand Twenty One Inducement Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options outstanding Beginning Balance | 124,833 |
Number of Shares, Options outstanding Ending Balance | 124,833 |
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 | 1,108,988 |
Number of Shares, Options outstanding Ending Balance | 1,108,988 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | ||
Number of Shares, Options outstanding Beginning Balance | 1,108,988 | |
Number of Shares, Options outstanding Ending Balance | 1,108,988 | 1,108,988 |
Number of Shares, Exercisable at March 31, 2024 | 473,701 | |
Weighted Average Exercise Price, Options outstanding Beginning Balance | $ 2.73 | |
Weighted Average Exercise Price, Options outstanding Ending Balance | 2.73 | $ 2.73 |
Weighted Average Exercise Price, Exercisable at March 31, 2024 | $ 4.18 | |
Weighted Average Remaining Contractual Life in Years, Options outstanding | 8 years 8 months 12 days | 8 years 11 months 8 days |
Weighted Average Remaining Contractual Life in Years, Exercisable at March 31, 2024 | 8 years 5 months 23 days | |
Aggregate Intrinsic Value, Options outstanding | $ 832 | |
Aggregate Intrinsic Value, Options outstanding | 463 | $ 832 |
Aggregate Intrinsic Value, Exercisable at March 31, 2024 | $ 154 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Number of RSUs Granted (Details) - Restricted Share Units (RSUs) | 3 Months Ended |
Mar. 31, 2024 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, outstanding Beginning Balance | 16,666 |
Number of Shares, outstanding Ending Balance | 16,666 |
Two Thousand Twenty One Inducement Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, outstanding Beginning Balance | 16,666 |
Number of Shares, outstanding Ending Balance | 16,666 |
2015 Plan, 2018 Plan and 2021 Inducement Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, outstanding Beginning Balance | 16,666 |
Number of Shares, outstanding Ending Balance | 16,666 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Number of RSUs Outstanding and Weighted-average Grant Date Fair Value of RSUs (Details) - Restricted Share Units (RSUs) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, outstanding Beginning Balance | shares | 16,666 |
Number of Shares, outstanding Ending Balance | shares | 16,666 |
Weighted average grant date fair value per share, outstanding Beginning Balance | $ / shares | $ 7.26 |
Weighted average grant date fair value per share, outstanding Ending Balance | $ / shares | $ 7.26 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 96 | $ 124 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 42 | $ 269 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax [Line Items] | |||
Income tax expense | $ 48 | $ 123 | |
Ireland | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 42,286 | $ 41,525 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | 3 Months Ended | |||
Sep. 08, 2020 Debtinstrument | Jan. 21, 2020 Debtinstrument | Mar. 31, 2024 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 price per unit | $ 160 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Royalty-Linked Notes | Private Placement | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments issued | Debtinstrument | 2,579,400 | |||
Royalty-Linked Notes | Rights Offering | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments issued | 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 | Mar. 31, 2024 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 | $ 11,117,000 | |
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 |