Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
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 | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,868,973 | |
Entity File Number | 001-38503 | |
Entity Tax Identification Number | 98-1283148 | |
Entity Address, Address Line One | Block 2 Floor 3 | |
Entity Address, Address Line Two | Harcourt Centre | |
Entity Address, Address Line Three | Harcourt Street | |
Entity Address, City or Town | Dublin 2 | |
Entity Address, Country | IE | |
City Area Code | +353 | |
Local Phone Number | 1 903-8920 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Ordinary Shares, $0.01 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | L2 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 23,257 | $ 4,801 |
Prepaid expenses and other current assets | 5,332 | 6,887 |
Current portion of restricted cash | 30 | 30 |
Total current assets | 28,619 | 11,718 |
Property and equipment, net | 533 | 572 |
Restricted cash, less current portion | 60 | 60 |
Other assets | 13,100 | 13,401 |
Total assets | 42,312 | 25,751 |
Current liabilities: | ||
Accounts payable | 6,301 | 15,486 |
Accrued expenses | 6,244 | 12,458 |
Derivative liability | 25,359 | |
Current portion of long-term debt | 5,867 | 5,800 |
Current portion of royalty-linked notes | 50 | |
Income taxes payable | 321 | 200 |
Other current liabilities | 2,948 | 3,042 |
Total current liabilities | 47,090 | 36,986 |
Long-term debt, less current portion | 18,847 | 7,625 |
Royalty-linked notes, less current portion | 10,965 | |
Other liabilities | 7,151 | 7,378 |
Total liabilities | 84,053 | 51,989 |
Commitments and contingencies (Note 13) | ||
Shareholders’ deficit: | ||
Undesignated preferred shares, $0.01 par value per share: 100,000,000 shares authorized at March 31, 2020 and December 31, 2019; no shares issued at March 31, 2020 and December 31, 2019 | ||
Ordinary shares, $0.01 par value per share: 50,000,000 shares authorized at March 31, 2020 and December 31, 2019; 14,868,973 shares issued at March 31, 2020 and December 31, 2019 | 149 | 149 |
Additional paid-in capital | 209,133 | 208,536 |
Accumulated deficit | (251,023) | (234,923) |
Total shareholders' deficit | (41,741) | (26,238) |
Total liabilities and shareholders’ deficit | $ 42,312 | $ 25,751 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 14,868,973 | 14,868,973 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 37 | |
Operating expenses: | ||
Research and development | $ (9,743) | (17,387) |
General and administrative | (3,151) | (3,116) |
Total operating expenses | (12,894) | (20,503) |
Operating loss | (12,894) | (20,466) |
Interest expense, net | (2,596) | (104) |
Private placement transaction costs | (2,130) | |
Adjustments to fair value of derivatives | 1,679 | |
Other (expense) / income, net | (38) | 124 |
Total other (expense) / income | (3,085) | 20 |
Loss before income taxes | (15,979) | (20,446) |
Income tax expense | (121) | (134) |
Net loss and comprehensive loss | (16,100) | (20,580) |
Net loss attributable to ordinary shareholders | $ (16,100) | $ (20,580) |
Net loss per share attributable to ordinary shareholders – basic and diluted | $ (1.08) | $ (1.44) |
Weighted average ordinary shares outstanding – basic and diluted | 14,868,973 | 14,290,437 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (16,100) | $ (20,580) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation | 39 | 35 | $ 152 |
Share-based compensation expense | 597 | 540 | |
Gain on short-term investments | (88) | ||
Non-cash gain on short-term investments | (9) | ||
Interest on short-term investments | (11) | ||
Amortization of debt discount and deferred financing costs | 1,614 | 98 | |
Private placement transaction costs included in financing activities | 2,130 | ||
Adjustments to fair value of derivatives | (1,679) | ||
Other | 378 | 219 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 590 | 1,002 | |
Accounts payable | (9,185) | 2,135 | |
Accrued expenses | (6,214) | 1,662 | |
Income taxes | 121 | 134 | |
Other liabilities | (334) | (190) | |
Net cash used in operating activities | (27,391) | (15,053) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (10) | ||
Proceeds from sale of short-term investments | 35,100 | ||
Net cash provided by investing activities | 35,090 | ||
Cash flows from financing activities: | |||
Repayments of long-term debt | (1,552) | ||
Proceeds from private placement, net of transactions costs | 47,423 | ||
Proceeds from exercise of share options | 49 | ||
Net cash provided by financing activities | 45,871 | 49 | |
Effect of exchange rates on cash and cash equivalents | (24) | (34) | |
Net increase in cash, cash equivalents and restricted cash | 18,456 | 20,052 | |
Cash, cash equivalents and restricted cash, at beginning of period | 4,891 | 44,671 | 44,671 |
Cash, cash equivalents and restricted cash, at end of period | 23,347 | 64,723 | $ 4,891 |
Supplemental Disclosure of Cash Flow Information: | |||
Interest paid | 294 | $ 350 | |
Exchangeable Notes | |||
Adjustments to reconcile net loss to cash used in operating activities: | |||
Interest on exchangeable notes - non-cash | $ 652 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Iterum Therapeutics plc (the Company) was incorporated under the laws of the Republic of Ireland in June 2015 as a limited company and re-registered as a public limited company on March 20, 2018. The Company maintains its registered office at Block 2 Floor 3, Harcourt Centre, Harcourt Street, 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 and only oral and intravenous (IV) branded penem available globally. Since inception, the Company has devoted substantially all of its efforts to research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of ordinary and convertible preferred shares, debt raised under a financing arrangement with Silicon Valley Bank (SVB), 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 pursuant to which its wholly owned subsidiary, Iterum Therapeutics Bermuda Limited (Iterum Bermuda), issued and sold approximately $51.6 million aggregate principal amount of 6.500 and $0.1 million aggregate principal amount of Limited Recourse Royalty-Linked Subordinated Notes (the RLNs, Royalty-Linked Notes and, together with the Exchangeable Notes, the Securities) to a group of accredited investors . 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 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 significant additional research and development efforts, including preclinical and clinical testing and 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. On July 5, 2019, the Company filed a universal shelf registration statement on Form S-3 with the SEC, which was declared effective on July 16, 2019, and pursuant to which it registered for sale up to $150.0 million of any combination of its ordinary shares, preferred shares, debt securities, warrants On January 21, 2020, the Company completed a private placement pursuant to which its wholly owned subsidiary, Iterum Bermuda, issued and sold approximately $51.6 million aggregate principal amount of Exchangeable Notes RLNs In connection with the Private Placement, the Company agreed to undertake an offering of subscription rights to purchase additional Units (the Rights Offering) on a pro rata basis to its shareholders who did not participate in the Private Placement. On April 3, 2020 the U.S. Small Business Administration (SBA) launched a Paycheck Protection Program (the Program) established following the signing of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) on March 27, 2020. On April 30, 2020, the Company’s wholly owned subsidiary, Iterum Therapeutics US Limited, (the Borrower) entered into a note with SVB (the Lender) under the Program, pursuant to the Company receiving a loan of $0.7 million with a fixed 1% annual interest rate and a maturity of two years. Under the terms of the agreement, there shall be no payments due by the Company during the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest will be due to fully amortize the principal amount outstanding on the note on the last day of the Deferral Period by the maturity date. Under the terms of the Program, the SBA will forgive the portion of loan proceeds used for payroll costs and other designated operating expenses for up to eight weeks, provided at least 75% of the loan proceeds are used for payroll costs. The Company expects to incur qualifying payroll costs and other operating expenses in the eight weeks from April 30, 2020 such that the Company may be able to request forgiveness of some portion of the loan from the Lender. 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 funded its operations to date primarily with proceeds from the sale of preferred shares and ordinary shares, debt raised under its financing arrangement with SVB, payments received under the CARB-X program and the proceeds of the Private Placement. The Company has incurred operating losses since inception, including net losses of $16,100 and $20,580 for the three months ended March 31, 2020 and 2019, respectively, and a net loss of $103,130 for the year ended December 31, 2019. The Company had an accumulated deficit of $251,023 as of March 31, 2020 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. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company's shareholders. If the Company is unable to obtain funding, it could be forced to delay, reduce or eliminate some or all of its research and development programs or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, 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. 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 have concluded there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date this Quarterly Report on Form 10-Q is 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. COVID-19 Global Pandemic In December 2019, an outbreak of COVID-19 was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces, and suppliers, disrupting economies and financial markets and leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may impact the ability of the Company’s strategic partners to operate and fulfill their contractual obligations, and result in an increase in their costs and cause delays in performance. These effects, and the direct effect of the virus and any potential disruption on the Company’s operations, may negatively impact the Company’s ability to meet the Company’s strategic targets. The Company’s employees, in most cases, are working remotely due to safety concerns and using various technologies to perform their functions. Additionally, the disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit the Company’s ability to access capital. Both the health and economic aspects of COVID-19 are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, the Company may experience a material adverse effect on its business operations and financial condition; however, its ultimate impact is highly uncertain and subject to change. The Company cannot foresee if and when the outbreak of COVID-19 will be effectively contained, nor can the Company predict the severity and duration of its impact. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the adverse effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity. Interim Financial Information The condensed consolidated balance sheet at December 31, 2019 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, 2020, and for the three months ended March 31, 2020 and 2019, 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, 2019, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2020. 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, 2020, and results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019 have been made. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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, other than the addition of accounting policies for Exchangeable Notes, Derivative liabilities and RLNs and the adoption of accounting pronouncements as described below, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the valuation of restricted ordinary shares, the valuation of share-based compensation awards and the valuation of the RLNs and derivative liabilities. 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. The Company has contemplated the impact of COVID-19 within its financial statements and is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Specifically, management has estimated variables used to calculate the discounted cash flow analysis (DCF) and assumptions used in the Black- Scholes and binomial lattice Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250, while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $110 (€100). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s consolidated balance sheet is a certificate of deposit for $90 which is being held by a third party bank as collateral for the irrevocable letter of credit issued in March 2018 to secure an office lease (see Note 6 - Leases). Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company has most of its cash and cash equivalents at two accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company did not hold any short-term investments as of March 31, 2020. 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 Three Months Ended March 31, 2020 March 31, 2019 Options to purchase ordinary shares 1,133,208 1,091,238 Unvested restricted ordinary shares - 60,250 Unvested restricted share units 25,664 36,924 Unvested performance restricted share units 1,127,000 50,000 Warrants 19,890 19,890 Total 2,305,762 1,258,302 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 Scientific Officer and Chief Financial Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting The distribution of total operating expenses by geographical area was as follows: Three Months Ended March 31, Operating expenses 2020 2019 Ireland $ 9,431 $ 17,436 U.S. 3,463 3,067 Total $ 12,894 $ 20,503 The distribution of long-lived assets by geographical area was as follows: Long-lived assets March 31, 2020 December 31, 2019 Ireland $ 10,865 $ 10,936 U.S. 2,970 3,037 Total $ 13,835 $ 13,973 Exchangeable Notes 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, Derivatives and Hedging Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815 which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts, which require bifurcation and measurement at fair value In determining the appropriate fair values valuation techniques applying Black-Scholes and binomial lattice models fair value Royalty-Linked Notes The RLNs qualify as debt instruments under ASC 470, Debt Income Taxes The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (2017 Tax Act). Corporate taxpayers may carryback net operating losses (NOLs) originating during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. The enactment of the CARES Act did not result in any material adjustments to the Company’s income tax provision for the three months ended March 31, 2020, or to the Company’s net deferred tax assets as of March 31, 2020. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. In March 2020, the FASB issued ASU 2020-04, R eference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. March 31, 2020 Assets Total Level 1 Level 2 Level 3 Other asset – advance payment to supplier $ 3,734 — — 3,734 December 31, 2019 Assets Total Level 1 Level 2 Level 3 Other asset – advance payment to supplier $ 3,884 — — 3,884 The other asset above relates to advance payments made to a supplier that were recorded at fair value using DCF analysis as of March 31, 2020 and December 31, 2019. The fair value measurements of these advance payments were determined based on significant unobservable inputs, including discount rates of 20% and 15%, as of March 31, 2020 and December 31, 2019, respectively, and the expected time to recovery of the payment. Changes to the inputs described above are not expected to have a material impact on the company’s financial position and results of operations in any given period. 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 long-term debt, Exchangeable Notes, Derivative liabilities and RLNs. The Company’s long-term debt was carried at amortized cost on the condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: March 31, 2020 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 5,867 $ 5,867 — 5,867 — Long-term debt, less current portion 6,122 5,837 — 5,837 — Exchangeable Notes Long-term exchangeable note 12,725 27,099 — 27,099 — Derivative liability - exchange option 25,359 25,359 — — 25,359 Revenue Futures Current portion of royalty linked notes 50 50 — — 50 Long-term royalty linked notes, less current portion 10,965 11,880 — — 11,880 Total $ 61,088 $ 76,092 — 38,803 37,289 December 31, 2019 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Current portion of long-term debt $ 5,800 $ 5,800 — 5,800 — Long-term debt, less current portion 7,625 7,213 — 7,213 — Total $ 13,425 $ 13,013 — 13,013 — The book value of the current portion of long-term debt approximates its fair value due to the short-term nature of the balance. The fair value of long-term debt, less current portion was determined based on a DCF analysis using quoted market interest rates, without consideration of transaction costs, which represents a Level 2 basis of fair value measurement. The counterparty to the long-term debt is a major international financial institution. The fair value of long-term Exchangeable Notes was determined based on a DCF analysis using the fixed interest rate outlined in the Exchangeable Note 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, 2020 consist of the embedded exchange option contained in the Exchangeable Notes (see Note 8 - Debt) and a separate financial instrument, that was issued during the Private Placement as part of the Units, the RLNs (see Note 9 – Royalty-Linked Notes). The exchange option met the criteria to be bifurcated and accounted for separately, from the host debt, in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives The fair value of the derivative liability was determined using a valuation techniques applying Black-Scholes and binomial lattice models, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the Derivative liability as of January 21, 2020 and March 31, 2020 include the indenture terms of the Exchangeable Notes, the Company’s share price at the exchange date, the expected annual volatility of the Company’s ordinary shares, and a risk-adjusted discount rate. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. The following summary table shows the assumptions used in the Black-Scholes and binomial lattice pricing models to estimate the fair value of the exchange option: March 31, 2020 January 21, 2020 (Issuance Date) Expected term in years 4.79 4.98 Volatility 100 % 80 % Risk-free interest rate 0.37 % 1.57 % Dividend rate 0 % 0 % Discount rate 22 % 21 % The RLNs liability is carried at amortized cost on the condensed consolidated balance sheet as of March 31, 2020 (see Note 9 – Royalty-Linked Notes). The total fair value of $11,880 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 indenture terms of the RLNs, 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 royalty payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). There have been no transfers of assets or liabilities between the fair value measurement levels. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: March 31, 2020 December 31, 2019 Prepaid research and development expenses 2,260 1,679 Short-term deposits 1,211 1,139 Research and development tax credit receivable 1,027 1,036 Deferred financing expenses (1)(2) 312 2,339 Prepaid insurance 237 569 Other prepaid assets 206 50 Value added tax receivable 66 68 Interest receivable 13 7 Total $ 5,332 $ 6,887 (1) Deferred financing expenses as of March 31, 2020 relate to Rights Offering expenses - See Note 1 for further details (2) See Notes 8 and 9 to the condensed consolidated financial statements for further details on movements in deferred financing expenses |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment and related accumulated depreciation are as follows: March 31, 2020 December 31, 2019 Leasehold improvements $ 592 $ 592 Furniture and fixtures 120 120 Laboratory equipment 81 81 Computer equipment 132 132 925 925 Less: accumulated depreciation (392 ) (353 ) $ 533 $ 572 Depreciation expense was $39 for the three months ended March 31, 2020 and $152 for the year ended December 31, 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 6. Leases The Company has entered into a number of operating leases, primarily for office space and commercial property. These leases have terms which range from four to 19 years, and generally include one or more options to terminate or renew. The termination options can reduce the lease term for periods ranging from two to 10 years, however the remaining lease terms do not represent these early termination dates as management have concluded that it is reasonably certain that the Company will not exercise these options. The renewal terms can extend the lease term for additional periods ranging from three to five years. These renewal options are represented in the remaining lease term as management have concluded that it is reasonably certain that the Company will exercise the renewal option. 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 $252 and $254 of operating lease costs for right-of-use assets during the three months ended March 31, 2020 and 2019, respectively. 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, 2020 December 31, 2019 Cash paid for operating lease liabilities $ 333 $ 190 Right-of-use assets obtained in exchange for new operating lease obligation — 7,622 March 31, 2020 December 31, 2019 Weighted-average remaining lease term 12.3 years 12.5 years Weighted-average discount rate 7.6 % 7.6 % 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, 2020 December 31, 2019 Other assets $ 7,019 $ 7,144 Other current liabilities $ 513 $ 580 Other liabilities 6,521 6,748 Total lease liabilities $ 7,034 $ 7,328 Future lease payments included in the measurement of lease liabilities on the condensed consolidated balance sheet as of March 31, 2020 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended March 31, 2021 $ 1,008 2022 1,013 2023 1,024 2024 1,027 2025 1,031 Thereafter 5,299 $ 10,402 Less imputed interest (3,368 ) Total lease liabilities $ 7,034 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the following: March 31, 2020 December 31, 2019 Accrued clinical trial costs $ 3,676 $ 9,866 Accrued payroll and bonus expenses 1,456 1,207 Accrued manufacturing expenses 193 136 Accrued other expenses 919 1,249 Total $ 6,244 $ 12,458 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 8. 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 with SVB pursuant to which SVB agreed to lend the Borrowers up to $30,000 in two term loans. $15,000 of the secured credit facility was funded on closing. A second draw of up to $15,000 was available to the Company through October 31, 2019, upon satisfaction of either of the following: (i) the achievement by the Company of both non-inferiority and superiority primary endpoints from its Phase 3 uncomplicated urinary tract infection (uUTI) trial, as well as reporting satisfactory safety data from the trial, or (ii) the achievement of non-inferiority primary endpoints from both its Phase 3 uUTI and complicated urinary tract infection (cUTI) trials, as well as reporting satisfactory safety data from the trials. A non-utilization fee of 1.50% of the aggregate undrawn principal amount was to apply if the Company satisfied the above conditions but chose not to draw down the second term loan. The Company did not satisfy the conditions for the second draw above before the deadline of October 31, 2019. Required monthly amortization payments for the initial $15,000 draw commenced on November 1, 2019 and total principal repayments of $1,552 were made during the three months ended March 31, 2020. Interest accrues at a floating per annum rate equal to the greater of (i) 8.31%; or (ii) 3.89% above the Wall Street Journal prime rate, and is payable monthly in arrears. All outstanding principal, plus a 4.20% final interest payment, will be due and payable on the earliest to occur of March 1, 2022 (the maturity date), the acceleration of the term loan or the prepayment of the term loan. The final payment fee of $630, which represents 4.2% of the funded loan, is accreted using the effective interest method over the life of the loan as interest expense. In connection with the initial $15,000 draw, the Company issued SVB and Life Sciences Fund II LLC (LSF) warrants to purchase an aggregate of 19,890 Series B convertible preferred shares (which converted into warrants to purchase 19,890 ordinary shares upon the Company’s IPO) at an exercise price of $18.85 per share. If the second term loan had been drawn down, each of SVB and LSF would have been automatically entitled to purchase additional ordinary shares in an aggregate amount equal to 2.50% of the second term loan divided by the applicable exercise price. The loan proceeds were allocated based on the relative fair values of the debt instrument and the warrant instrument. The fair value of the warrants and the closing costs were recorded as debt discounts and are being amortized using the effective interest rate method over the term of the loan. The effective annual interest rate of the outstanding debt is approximately 9.78% as of March 31, 2020. The Company recognized $410 and $448 of interest expense related to the loan agreement during the three months ended March 31, 2020 and 2019, respectively, including $116 and $98 related to the accretion of the debt discounts and deferred financing costs during the three months ended March 31, 2020 and 2019, respectively. 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 approximately $51.6 million aggregate principal amount of 6.500% Exchangeable Notes and $0.1 million aggregate principal amount of RLNs, to a group of accredited investors. The Securities were sold in Units with each Unit consisting of an Exchangeable Note in the original principal amount $1,000 and 50 RLNs. The Units were sold at a price of $1,000 per Unit. The Exchangeable Notes are exchangeable for the Company’s ordinary shares, cash or a combination of ordinary shares and cash, at an initial exchange rate of 1,000 shares per $1,000 of principal and interest on the Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per ordinary share), at any time beginning on the first anniversary of the issuance of the Exchangeable Notes, subject to specified limitations. In addition, the Exchangeable Notes will become due and payable by the Company upon the occurrence of a fundamental change (Fundamental Change) as defined in the Exchangeable Notes indenture. The Company will be required to pay the 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. 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 The fair value of the exchange option at January 21, 2020 was $27,038, which was 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 $2,130 were allocated to the exchange option. These costs are reflected in private placement transaction costs in the condensed consolidated statements of operations and comprehensive loss for three months ended March 31, 2020. Transaction costs, amounting to $2,135, 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, or that the fair value of the feature was immaterial to the Company's condensed consolidated financial statements. The Company recognized $652 of interest expense related to the Exchangeable Notes during the three months ended March 31, 2020 and $1,589 related to the amortization of the debt discounts and deferred financing costs. These amounts are recorded in interest expense in the condensed consolidated statements of operations and comprehensive loss March 31, 2020 Principal Accrued Interest January 2020 $1,000 Exchangeable Notes exchangeable into ordinary shares at $1 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 652 2025 Exchangeable Notes 51,588 652 Unamortized discount and debt issuance costs (39,515 ) — 2025 Exchangeable Notes, net $ 12,073 $ 652 Scheduled principal payments on outstanding debt, as of March 31, 2020, for the following five fiscal years and thereafter were as follows: Year Ending March 31, (unaudited) 2021 $ 6,207 2022 6,207 2023 — 2024 — 2025 51,588 Thereafter — $ 64,002 |
Royalty-Linked Notes
Royalty-Linked Notes | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Royalty-Linked Notes | 9. 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. The RLNs will entitle the holders thereof to royalty 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 royalty 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 ($2.00 per Unit), 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 indenture governing the RLNs (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and royalty payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). Accordingly, the RLN Maximum Return Amount for each Unit, each of which contains 50 RLNs, is equal to $8,000.00. The RLNs will be redeemable at the Company’s option. In accordance with exceptions allowed under ASC 815-10, Derivatives and Hedging Debt The note proceeds were allocated based on the relative fair value of the debt instrument, less transactions costs amounting to $940, as debt discounts. The Company imputes interest on the amortized cost of the liability using an estimated effective interest rate of 21.9%. Royalties paid to the noteholders in each period, related to sale of future royalties, will offset the liability. The Company periodically assesses the revenue forecasts of the specified royalty products and the related royalty payments, and to the extent such royalty payments are greater or less than the initial estimate, the Company adjusts the amortization of the liability and interest rate, to ensure the liability is fully amortized on fulfilment of the agreement. The Company recognized $25 of interest expense related to the RLNs, in the condensed consolidated statements of operations and comprehensive loss condensed consolidated statements of operations and comprehensive loss March 31, 2020 Total liability related to the sale of future royalties, on inception $ 10,990 Amortization of discount and debt issuance costs 25 Total liability related to the sale of future royalties at March 31, 2020 $ 11,015 Current Portion 50 Long-term Portion $ 10,965 |
Shareholders' (Deficit) _ Equit
Shareholders' (Deficit) / Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Shareholders' (Deficit) / Equity | 10. Shareholders’ (Deficit) / Equity The following tables present a reconciliation of the Company’s beginning and ending balances in shareholders’ (deficit) / equity for the three months ended March 31, 2020 and 2019: Total Shareholders' Equity Shareholders' deficit at January 1, 2020 $ (26,238 ) Share-based compensation expense 597 Net loss (16,100 ) Shareholders' deficit at March 31, 2020 $ (41,741 ) Total Shareholders' Equity Shareholders' equity at January 1, 2019 $ 71,622 Exercise of share options 48 Share-based compensation expense 540 Net loss (20,580 ) Shareholders' equity at March 31, 2019 $ 51,630 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 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 On December 14, 2018, the Company and Iterum Therapeutics International Limited (ITIL) entered into a subscription agreement with a supplier of ITIL pursuant to which the supplier agreed to subscribe for ordinary shares in the Company in satisfaction of amounts due and owing under certain commercial agreements entered into between the supplier and ITIL (the Subscription Agreement). Pursuant to the terms of the Subscription Agreement, upon receipt by ITIL of a valid invoice from the supplier, the Company can elect to require the supplier to subscribe for ordinary shares in the capital of the Company (up to a maximum of 700,000 ordinary shares in total) to the value of the invoiced amount (a Subscription). On a Subscription, the supplier will direct ITIL to pay the Company such invoiced amount as subscription monies on the supplier’s behalf in satisfaction of the invoiced amount. On July 15, 2019, the Company elected that the supplier subscribe for 17,222 ordinary shares for an aggregate subscription price of $0.11 million (the July Subscription Monies) upon receipt by ITIL of valid invoices up to that amount from the supplier. On that date, the Company, ITIL and the supplier executed a payment direction letter pursuant to which the parties directed ITIL to pay $0.11 million (€0.10 million) to the Company in satisfaction of the supplier’s obligation to pay the Subscription Monies to the Company and ITIL’s obligation to pay the invoiced amount to the supplier. On August 17, 2019, the Company elected that the supplier subscribe for 245,493 ordinary shares for an aggregate subscription price of $1.67 million (the August Subscription Monies) upon receipt by ITIL of valid invoices up to that amount from the supplier. On that date, the Company, ITIL and the supplier executed a payment direction letter pursuant to which the parties directed ITIL to pay $1.67 million (€1.50 million) to the Company in satisfaction of the supplier’s obligation to pay the Subscription Monies to the Company and ITIL’s obligation to pay the invoiced amount to the supplier. On September 30, 2019, the Company elected that the supplier subscribe for 199,056 ordinary shares for an aggregate subscription price of $1.26 million (the September Subscription Monies) upon receipt by ITIL of valid invoices up to that amount from the supplier. On that date, the Company, ITIL and the supplier executed a payment direction letter pursuant to which the parties directed ITIL to pay $1.26 million (€1.15 million) to the Company in satisfaction of the supplier’s obligation to pay the Subscription Monies to the Company and ITIL’s obligation to pay the invoiced amount to the supplier. The Company has authorized ordinary shares of 50,000,000 ordinary shares of $0.01 par value each as of March 31, 2020.The holders of ordinary shares are entitled to one vote for each share held. The holders of ordinary shares have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Undesignated Preferred Shares The Company has authorized undesignated preferred shares of 100,000,000 undesignated preferred shares of $0.01 par value each as of March 31, 2020. The Directors are 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 11. 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 223,424 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 is 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 219,605 shares to 443,029 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 initial public offering (IPO) The 2018 Plan authorizes the Company to grant up to 1,018,459 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 will be 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 574,081 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 594,758 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 shares on December 31, 2019, in accordance with the terms of the 2018 Plan. On March 11, 2020, upon the recommendation of the Compensation Committee, the Company’s Board of Directors resolved that, subject to shareholder approval at the Annual General Meeting to be held on June 10, 2020, the 2018 Plan be amended and restated to, among other things, increase the number of ordinary shares reserved for issuance under the 2018 Plan by 2,250,000 ordinary shares. Restricted Ordinary Shares In connection with the Company’s formation, 413,110 restricted ordinary shares were issued on October 14, 2015 to the Company’s founders at par value. These ordinary shares are subject to various restrictions pursuant to ordinary share purchase agreements between the Company and each founder, including restrictions on transfer and a Company right of repurchase. The restricted ordinary shares were 25% vested as of October 14, 2016 and 1/36th of the remaining restricted ordinary shares vest on a monthly basis thereafter (subject to acceleration of vesting in connection with certain change of control transactions). A change in status occurred on November 18, 2015 when the founders became employees of the Company. The grant date of these shares is now considered to be November 18, 2015 when the fair value was $3.14 per share. Restricted ordinary shares were fully vested as of December 31, 2019 and there was no restricted ordinary share activity for the three months ended March 31, 2020. The Company recorded share-based compensation expense for the restricted ordinary shares based on the grant date fair value. The Company recorded an expense of $85 for the three months ended March 31, 2019. Total unamortized compensation expense related to restricted ordinary shares was $175 as of March 31, 2019 expected to be recognized over a weighted average period of 0.54 years as of March 31, 2019. Share Options The Company granted 2,000 and 442,500 share options to employees and directors during the three months ended March 31, 2020 and 2019, respectively, under the 2018 Plan. There were 605,486 and 984,913 unvested employee options outstanding as of March 31, 2020 and March 31, 2019, respectively. Total expense recognized related to employee share options was $347 and $307 for the three months ended March 31, 2020 and 2019, respectively. Total unamortized compensation expense related to employee share options was $2,621 and $4,168 as of March 31, 2020 and March 31, 2019, respectively, which is expected to be recognized over a remaining average vesting period of 2.28 years and 3.30 years as of March 31, 2020 and March 31, 2019, respectively. The assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows, presented on a weighted average basis: Three Months Ended March 31, 2020 2019 Volatility 90.3% 69.5% - 70.2% Expected term in years 6.25 6.25 Dividend rate 0% 0% Risk-free interest rate 0.78% 2.44% - 2.57% Share price $2.03 $5.80 - $6.80 Fair value of option on grant date $1.52 $3.74 - $4.41 The following table summarizes the number of options outstanding and the weighted-average exercise price as of March 31, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value (in thousands) Options outstanding December 31, 2019 1,150,270 $ 7.92 8.59 $ 254 Granted 2,000 2.03 Exercised — Forfeited (19,062 ) 9.42 Expired — Options outstanding March 31, 2020 1,133,208 7.88 7.78 1 Exercisable at March 31, 2020 (unaudited) 527,722 8.10 7.30 — Restricted share units (RSUs) No RSUs were granted to directors during the three months ended March 31, 2020 or the three months ended March 31, 2019. 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, 2020 : Number of Shares Weighted Average Grant Date Fair Value per Share RSUs outstanding December 31, 2019 31,367 $ 7.01 Granted — Shares vested — Forfeited (5,703 ) 7.01 RSUs outstanding March 31, 2020 25,664 7.01 The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, which is generally one year for directors. Total expense recognized related to the RSUs was $24 and $119 for the three months ended March 31, 2020 and 2019, respectively. Total unamortized compensation expense related to RSUs was $36 and $72 as of March 31, 2020 and March 31, 2019, respectively, which is expected to be recognized over a remaining average vesting period of 0.20 years and 0.15 years as of March 31, 2020 and March 31, 2019, respectively. The Company awarded 1,079,000 and 50,000 RSUs to certain employees during the three months ended March 31, 2020 and 2019, respectively, which are subject to certain performance-based vesting conditions (Performance RSUs). The table below shows the number of Performance RSUs outstanding covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the Performance RSUs outstanding as of March 31, 2020: Number of Shares Weighted Average Grant Date Fair Value per Share Performance RSUs outstanding December 31, 2019 50,000 $ 8.21 Granted 1,079,000 2.04 Shares vested — Forfeited (2,000 ) 8.21 Performance RSUs outstanding March 31, 2020 1,127,000 2.30 The weighted average grant date fair values of Performance RSUs with a market condition were determined using the Monte Carlo simulation model. The fair value of Performance RSUs is expensed ratably over the vesting period. Total expense recognized related to Performance RSUs was $226 and $29 for the three months ended March 31, 2020 and 2019, respectively. Total unamortized compensation expense related to Performance RSUs was $2,150 and $381 as of March 31, 2020 and March 31, 2019, respectively, which is expected to be recognized over a remaining average vesting period of 0.70 years and 1.56 years as of March 31, 2020 and March 31, 2019, 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, 2020 2019 (unaudited) Research and development expense $ 213 $ 163 General and administrative expense 384 377 There was a total of $4,807 and $4,796 unamortized share-based compensation expense for restricted ordinary shares, options, restricted share units and Performance RSUs as of March 31, 2020 and March 31, 2019, respectively, which is expected to be recognized over a remaining average vesting period of 1.24 years and 2.98 years as of March 31, 2020 and March 31, 2019, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes In accordance with the FASB ASC 270, Interim Reporting, Income Taxes, 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, 2020 and December 31, 2019, the Company has net operating loss carryforwards in Ireland which result in tax benefits of approximately $28,365 and $26,195, 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, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies License Agreement On November 18, 2015, the Company entered into a license agreement with Pfizer for the worldwide exclusive rights to research, develop, manufacture and commercialize sulopenem. As part of the license agreement, the Company is obligated to pay Pfizer potential future regulatory milestone payments, as well as sales milestones upon achievement of net sales ranging from $250.0 million to $1.0 billion for each product type. The Company is also obligated to pay Pfizer royalties ranging from a single-digit to mid-teens percentage based on marginal net sales of each licensed product. Royalty-Linked Notes On January 21, 2020, as part of the Private Placement, the Company issued 2,579,400 RLNs to a group of accredited investors. The RLNs will entitle the holders thereof to royalty 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 royalty 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 ($2.00 per Unit), 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 indenture governing the RLNs (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and royalty payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). Accordingly, the RLN Maximum Return Amount for each Unit, each of which contains 50 RLNs, is equal to $8,000.00. The RLNs will be redeemable at the Company’s option. 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 is not currently involved in any legal matters arising in the normal 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” or due to “permanent disability”, or upon “resignation for good reason”, contingent upon the named executive officer’s continued performance for the Company. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | 14. 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 approximately $51.6 million aggregate principal amount of Exchangeable Notes RLNs 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 other than financing activities. Iterum Therapeutics plc, as the parent company, has no independent assets or operations, and its operations are conducted solely through its subsidiaries. The Company and each of its subsidiaries other than Iterum Bermuda (the Subsidiary Guarantors) have provided a full and unconditional guarantee of Iterum Bermuda’s obligations under the Exchangeable Notes and the RLNs, and each of the guarantees constitutes the joint and several obligations of the applicable guarantor. The Subsidiary Guarantors are 100% directly or indirectly owned subsidiaries of the Company. There are no significant restrictions upon the Company’s or the Subsidiary Guarantors’ ability to obtain funds from their subsidiaries by dividend or loan. None of the assets of Iterum Bermuda or the Subsidiary Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On April 3, 2020 the U.S. Small Business Administration (SBA) launched a Paycheck Protection Program (the Program) established following the signing of the CARES Act on March 27, 2020. On April 30, 2020, the Company’s wholly owned subsidiary, Iterum Therapeutics US Limited, (the Borrower) entered into a note with SVB (the Lender) under the Program, pursuant to the Company receiving a loan of $0.7 million with a fixed 1% annual interest rate and a maturity of two years. Under the terms of the agreement, there shall be no payments due by the Company during the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest will be due to fully amortize the principal amount outstanding on the Note on the last day of the Deferral Period by the maturity date. Under the terms of the Program, the SBA will forgive the portion of loan proceeds used for U.S. payroll costs and other designated operating expenses for up to eight weeks, provided at least 75% of the loan proceeds are used for U.S. payroll costs. The Company expects to incur qualifying payroll costs and other operating expenses in the eight weeks from April 30, 2020 such that the Company may be able to request forgiveness of some portion of the loan from the Lender. In April 2020, the Company began deferring payment on its share of U.S. payroll taxes owed, as allowed by the CARES Act through December 31, 2020. The Company is able to defer half of its share of U.S. payroll taxes owed until December 31, 2021, with the remaining half due on December 31, 2022. In connection with the Private Placement, the Company agreed to undertake a Rights Offering on a pro rata basis to its shareholders who did not participate in the Private Placement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Going concern | In accordance with Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) The Company has funded its operations to date primarily with proceeds from the sale of preferred shares and ordinary shares, debt raised under its financing arrangement with SVB, payments received under the CARB-X program and the proceeds of the Private Placement. The Company has incurred operating losses since inception, including net losses of $16,100 and $20,580 for the three months ended March 31, 2020 and 2019, respectively, and a net loss of $103,130 for the year ended December 31, 2019. The Company had an accumulated deficit of $251,023 as of March 31, 2020 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. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company's shareholders. If the Company is unable to obtain funding, it could be forced to delay, reduce or eliminate some or all of its research and development programs or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, 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. 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 have concluded there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date this Quarterly Report on Form 10-Q is 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. |
COVID-19 Global Pandemic | COVID-19 Global Pandemic In December 2019, an outbreak of COVID-19 was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces, and suppliers, disrupting economies and financial markets and leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may impact the ability of the Company’s strategic partners to operate and fulfill their contractual obligations, and result in an increase in their costs and cause delays in performance. These effects, and the direct effect of the virus and any potential disruption on the Company’s operations, may negatively impact the Company’s ability to meet the Company’s strategic targets. The Company’s employees, in most cases, are working remotely due to safety concerns and using various technologies to perform their functions. Additionally, the disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit the Company’s ability to access capital. Both the health and economic aspects of COVID-19 are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, the Company may experience a material adverse effect on its business operations and financial condition; however, its ultimate impact is highly uncertain and subject to change. The Company cannot foresee if and when the outbreak of COVID-19 will be effectively contained, nor can the Company predict the severity and duration of its impact. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the adverse effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity. |
Interim Financial Information | Interim Financial Information The condensed consolidated balance sheet at December 31, 2019 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, 2020, and for the three months ended March 31, 2020 and 2019, 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, 2019, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2020. 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, 2020, and results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019 have been made. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the valuation of restricted ordinary shares, the valuation of share-based compensation awards and the valuation of the RLNs and derivative liabilities. 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. The Company has contemplated the impact of COVID-19 within its financial statements and is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Specifically, management has estimated variables used to calculate the discounted cash flow analysis (DCF) and assumptions used in the Black- Scholes and binomial lattice |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250, while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $110 (€100). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s consolidated balance sheet is a certificate of deposit for $90 which is being held by a third party bank as collateral for the irrevocable letter of credit issued in March 2018 to secure an office lease (see Note 6 - Leases). |
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. The Company has most of its cash and cash equivalents at two accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company did not hold any short-term investments as of March 31, 2020. 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 Three Months Ended March 31, 2020 March 31, 2019 Options to purchase ordinary shares 1,133,208 1,091,238 Unvested restricted ordinary shares - 60,250 Unvested restricted share units 25,664 36,924 Unvested performance restricted share units 1,127,000 50,000 Warrants 19,890 19,890 Total 2,305,762 1,258,302 |
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 Scientific Officer and Chief Financial Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting The distribution of total operating expenses by geographical area was as follows: Three Months Ended March 31, Operating expenses 2020 2019 Ireland $ 9,431 $ 17,436 U.S. 3,463 3,067 Total $ 12,894 $ 20,503 The distribution of long-lived assets by geographical area was as follows: Long-lived assets March 31, 2020 December 31, 2019 Ireland $ 10,865 $ 10,936 U.S. 2,970 3,037 Total $ 13,835 $ 13,973 |
Exchangeable Notes | Exchangeable Notes 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, Derivatives and Hedging |
Derivative Liability | Derivative Liability The Company accounts for derivative instruments in accordance with ASC 815 which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts, which require bifurcation and measurement at fair value In determining the appropriate fair values valuation techniques applying Black-Scholes and binomial lattice models fair value |
Royalty-Linked Notes | Royalty-Linked Notes The RLNs qualify as debt instruments under ASC 470, Debt |
Income Taxes | Income Taxes The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (2017 Tax Act). Corporate taxpayers may carryback net operating losses (NOLs) originating during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. The enactment of the CARES Act did not result in any material adjustments to the Company’s income tax provision for the three months ended March 31, 2020, or to the Company’s net deferred tax assets as of March 31, 2020. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. In March 2020, the FASB issued ASU 2020-04, R eference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 ordinary shares, unvested restricted share units, unvested performance restricted share units and the warrants have been excluded from the calculation because they would be anti-dilutive. Three Months Ended March 31, 2020 March 31, 2019 Options to purchase ordinary shares 1,133,208 1,091,238 Unvested restricted ordinary shares - 60,250 Unvested restricted share units 25,664 36,924 Unvested performance restricted share units 1,127,000 50,000 Warrants 19,890 19,890 Total 2,305,762 1,258,302 |
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 2020 2019 Ireland $ 9,431 $ 17,436 U.S. 3,463 3,067 Total $ 12,894 $ 20,503 |
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, 2020 December 31, 2019 Ireland $ 10,865 $ 10,936 U.S. 2,970 3,037 Total $ 13,835 $ 13,973 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. March 31, 2020 Assets Total Level 1 Level 2 Level 3 Other asset – advance payment to supplier $ 3,734 — — 3,734 December 31, 2019 Assets Total Level 1 Level 2 Level 3 Other asset – advance payment to supplier $ 3,884 — — 3,884 |
Summary of Long-term Debt Carried at Amortized Cost on Condensed Consolidated Balance Sheet | The following table presents information about the Company’s long-term debt, Exchangeable Notes, Derivative liabilities and RLNs. The Company’s long-term debt was carried at amortized cost on the condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: March 31, 2020 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 5,867 $ 5,867 — 5,867 — Long-term debt, less current portion 6,122 5,837 — 5,837 — Exchangeable Notes Long-term exchangeable note 12,725 27,099 — 27,099 — Derivative liability - exchange option 25,359 25,359 — — 25,359 Revenue Futures Current portion of royalty linked notes 50 50 — — 50 Long-term royalty linked notes, less current portion 10,965 11,880 — — 11,880 Total $ 61,088 $ 76,092 — 38,803 37,289 December 31, 2019 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Current portion of long-term debt $ 5,800 $ 5,800 — 5,800 — Long-term debt, less current portion 7,625 7,213 — 7,213 — Total $ 13,425 $ 13,013 — 13,013 — |
Summary of Assumptions Used to Determine Fair Value of Options | The assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows, presented on a weighted average basis: Three Months Ended March 31, 2020 2019 Volatility 90.3% 69.5% - 70.2% Expected term in years 6.25 6.25 Dividend rate 0% 0% Risk-free interest rate 0.78% 2.44% - 2.57% Share price $2.03 $5.80 - $6.80 Fair value of option on grant date $1.52 $3.74 - $4.41 |
Black-Scholes and Binomial Lattice Pricing Models | |
Summary of Assumptions Used to Determine Fair Value of Options | The following summary table shows the assumptions used in the Black-Scholes and binomial lattice pricing models to estimate the fair value of the exchange option: March 31, 2020 January 21, 2020 (Issuance Date) Expected term in years 4.79 4.98 Volatility 100 % 80 % Risk-free interest rate 0.37 % 1.57 % Dividend rate 0 % 0 % Discount rate 22 % 21 % |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Prepaid research and development expenses 2,260 1,679 Short-term deposits 1,211 1,139 Research and development tax credit receivable 1,027 1,036 Deferred financing expenses (1)(2) 312 2,339 Prepaid insurance 237 569 Other prepaid assets 206 50 Value added tax receivable 66 68 Interest receivable 13 7 Total $ 5,332 $ 6,887 (1) Deferred financing expenses as of March 31, 2020 relate to Rights Offering expenses - See Note 1 for further details (2) See Notes 8 and 9 to the condensed consolidated financial statements for further details on movements in deferred financing expenses |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Leasehold improvements $ 592 $ 592 Furniture and fixtures 120 120 Laboratory equipment 81 81 Computer equipment 132 132 925 925 Less: accumulated depreciation (392 ) (353 ) $ 533 $ 572 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Cash paid for operating lease liabilities $ 333 $ 190 Right-of-use assets obtained in exchange for new operating lease obligation — 7,622 March 31, 2020 December 31, 2019 Weighted-average remaining lease term 12.3 years 12.5 years Weighted-average discount rate 7.6 % 7.6 % 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, 2020 December 31, 2019 Other assets $ 7,019 $ 7,144 Other current liabilities $ 513 $ 580 Other liabilities 6,521 6,748 Total lease liabilities $ 7,034 $ 7,328 |
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, 2020 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended March 31, 2021 $ 1,008 2022 1,013 2023 1,024 2024 1,027 2025 1,031 Thereafter 5,299 $ 10,402 Less imputed interest (3,368 ) Total lease liabilities $ 7,034 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: March 31, 2020 December 31, 2019 Accrued clinical trial costs $ 3,676 $ 9,866 Accrued payroll and bonus expenses 1,456 1,207 Accrued manufacturing expenses 193 136 Accrued other expenses 919 1,249 Total $ 6,244 $ 12,458 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Principal Payments on Outstanding Debt | Scheduled principal payments on outstanding debt, as of March 31, 2020, for the following five fiscal years and thereafter were as follows: Year Ending March 31, (unaudited) 2021 $ 6,207 2022 6,207 2023 — 2024 — 2025 51,588 Thereafter — $ 64,002 |
2025 Exchangeable Notes | |
Summary of Balance of Exchangeable Notes | The balance of the Exchangeable Notes as of March 31, 2020 is as follows: March 31, 2020 Principal Accrued Interest January 2020 $1,000 Exchangeable Notes exchangeable into ordinary shares at $1 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 652 2025 Exchangeable Notes 51,588 652 Unamortized discount and debt issuance costs (39,515 ) — 2025 Exchangeable Notes, net $ 12,073 $ 652 |
Royalty-Linked Notes (Tables)
Royalty-Linked Notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Royalty Linked Notes [Abstract] | |
Summary of Royalty-Linked Notes | The balance of the RLNs as of March 31, 2020 is as follows: March 31, 2020 Total liability related to the sale of future royalties, on inception $ 10,990 Amortization of discount and debt issuance costs 25 Total liability related to the sale of future royalties at March 31, 2020 $ 11,015 Current Portion 50 Long-term Portion $ 10,965 |
Shareholders' (Deficit) _ Equ_2
Shareholders' (Deficit) / Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Reconciliation of the Company's Beginning and Ending Balances in Shareholders' (Deficit) / Equity | The following tables present a reconciliation of the Company’s beginning and ending balances in shareholders’ (deficit) / equity for the three months ended March 31, 2020 and 2019: Total Shareholders' Equity Shareholders' deficit at January 1, 2020 $ (26,238 ) Share-based compensation expense 597 Net loss (16,100 ) Shareholders' deficit at March 31, 2020 $ (41,741 ) Total Shareholders' Equity Shareholders' equity at January 1, 2019 $ 71,622 Exercise of share options 48 Share-based compensation expense 540 Net loss (20,580 ) Shareholders' equity at March 31, 2019 $ 51,630 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Assumptions Used to Determine Fair Value of Options | The assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows, presented on a weighted average basis: Three Months Ended March 31, 2020 2019 Volatility 90.3% 69.5% - 70.2% Expected term in years 6.25 6.25 Dividend rate 0% 0% Risk-free interest rate 0.78% 2.44% - 2.57% Share price $2.03 $5.80 - $6.80 Fair value of option on grant date $1.52 $3.74 - $4.41 |
Summary of Number of Options Outstanding and Weighted-average Exercise Price | The following table summarizes the number of options outstanding and the weighted-average exercise price as of March 31, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value (in thousands) Options outstanding December 31, 2019 1,150,270 $ 7.92 8.59 $ 254 Granted 2,000 2.03 Exercised — Forfeited (19,062 ) 9.42 Expired — Options outstanding March 31, 2020 1,133,208 7.88 7.78 1 Exercisable at March 31, 2020 (unaudited) 527,722 8.10 7.30 — |
Summary of Number of RSUs Outstanding and Weighted-average Grant Date Fair Value of RSUs | 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, 2020 : Number of Shares Weighted Average Grant Date Fair Value per Share RSUs outstanding December 31, 2019 31,367 $ 7.01 Granted — Shares vested — Forfeited (5,703 ) 7.01 RSUs outstanding March 31, 2020 25,664 7.01 |
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, 2020 2019 (unaudited) Research and development expense $ 213 $ 163 General and administrative expense 384 377 |
Performance RSUs | |
Summary of Number of RSUs Outstanding and Weighted-average Grant Date Fair Value of RSUs | The table below shows the number of Performance RSUs outstanding covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the Performance RSUs outstanding as of March 31, 2020: Number of Shares Weighted Average Grant Date Fair Value per Share Performance RSUs outstanding December 31, 2019 50,000 $ 8.21 Granted 1,079,000 2.04 Shares vested — Forfeited (2,000 ) 8.21 Performance RSUs outstanding March 31, 2020 1,127,000 2.30 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | Apr. 30, 2020USD ($) | Jan. 21, 2020USD ($)Debtinstrumentshares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Jul. 16, 2019USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Net losses | $ 16,100,000 | $ 20,580,000 | $ 103,130,000 | |||
Accumulated deficit | $ 251,023,000 | $ 234,923,000 | ||||
Subsequent Event | Iterum Therapeutics US Limited | Silicon Valley Bank (SVB) | Paycheck Protection Program | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Aggregate principal amount | $ 700,000 | |||||
Debt instrument interest rate | 1.00% | |||||
Debt instrument maturity period | 2 years | |||||
Minimum percentage of loan proceeds used for payroll costs | 75.00% | |||||
Debt instrument, description | Under the terms of the agreement, there shall be no payments due by the Company during the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest will be due to fully amortize the principal amount outstanding on the note on the last day of the Deferral Period by the maturity date. Under the terms of the Program, the SBA will forgive the portion of loan proceeds used for payroll costs and other designated operating expenses for up to eight weeks, provided at least 75% of the loan proceeds are used for payroll costs. The Company expects to incur qualifying payroll costs and other operating expenses in the eight weeks from April 30, 2020 such that the Company may be able to request forgiveness of some portion of the loan from the Lender. | |||||
Maximum | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Aggregate initial offering price of securities authorized to issue | $ 150,000,000 | |||||
Private Placement | 2025 Exchangeable Notes | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Aggregate principal amount | $ 51,600,000 | |||||
Debt instrument interest rate | 6.50% | |||||
Debt instrument price per unit | $ 1,000 | |||||
Private Placement | RLNs | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Aggregate principal amount | $ 100,000 | |||||
Number of debt instruments within each notes | Debtinstrument | 50 | |||||
Debt instrument, aggregate potential payment capped value | $ 160,000 | |||||
Debt instrument, aggregate potential payment capped rate | 4,000 times | |||||
Private Placement | RLNs | Minimum | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Debt instrument, percentage of net revenue from domestic sale for potential aggregate payments | 15.00% | |||||
Private Placement | RLNs | Maximum | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Debt instrument, percentage of net revenue from domestic sale for potential aggregate payments | 20.00% | |||||
Private Placement | Securities | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Debt instrument price per unit | $ 1,000 | |||||
Debt instrument, shares embedded within each unit, shares | shares | 1,000 | |||||
Debt instrument, shares embedded within each unit, value | $ 1,000 | |||||
Proceeds from sale of securities | $ 46,400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - 3 months ended Mar. 31, 2020 € in Thousands, $ in Thousands | USD ($)Segment | EUR (€) |
Accounting Policies [Line Items] | ||
Number of business segments | Segment | 1 | |
Certificates Of Deposit | ||
Accounting Policies [Line Items] | ||
Restricted cash | $ 90 | |
Maximum | ||
Accounting Policies [Line Items] | ||
Cash, FDIC insured amount | 250 | |
Cash, DGS insured amount | $ 110 | € 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, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 2,305,762 | 1,258,302 |
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 | 1,133,208 | 1,091,238 |
Unvested Restricted 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 | 60,250 | |
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 | 25,664 | 36,924 |
Unvested Performance Restricted Share Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 1,127,000 | 50,000 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 19,890 | 19,890 |
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, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Operating expenses | $ 12,894 | $ 20,503 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Operating expenses | 9,431 | 17,436 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Operating expenses | $ 3,463 | $ 3,067 |
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, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 13,835 | $ 13,973 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | 10,865 | 10,936 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 2,970 | $ 3,037 |
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, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other asset – advance payment to supplier | $ 3,734 | $ 3,884 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other asset – advance payment to supplier | $ 3,734 | $ 3,884 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | Jan. 21, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Discounted cash flow include a discount rates | 20.00% | 15.00% | |
Derivative liability for the exchange option, fair value | $ 27,038,000 | $ 25,359,000 | |
RLNs liability | $ 11,880,000 | ||
Private Placement | Securities | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument price per ordinary share | $ 1 | ||
Debt instrument, shares embedded within each unit, shares | 1,000 | ||
Debt instrument, shares embedded within each unit, value | $ 1,000 | ||
Private Placement | RLNs | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument, aggregate potential payment capped value | $ 160,000 | ||
Debt instrument, aggregate potential payment capped rate | 4,000 times | ||
Private Placement | RLNs | Minimum | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument, discount rate applied for royalty linked notes | 18.00% | ||
Private Placement | RLNs | Maximum | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument, discount rate applied for royalty linked notes | 22.00% |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Summary of Long-term Debt Carried at Amortized Cost on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 21, 2020 | Dec. 31, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative liability - exchange option | $ 25,359 | $ 27,038 | |
Long-term royalty linked notes, less current portion | 11,880 | ||
Book Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Current portion of long-term debt | 5,867 | $ 5,800 | |
Long-term debt, less current portion | 6,122 | 7,625 | |
Long-term exchangeable note | 12,725 | ||
Derivative liability - exchange option | 25,359 | ||
Current portion of royalty linked notes | 50 | ||
Long-term royalty linked notes, less current portion | 10,965 | ||
Total | 61,088 | 13,425 | |
Approximate Fair Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Current portion of long-term debt | 5,867 | 5,800 | |
Long-term debt, less current portion | 5,837 | 7,213 | |
Long-term exchangeable note | 27,099 | ||
Derivative liability - exchange option | 25,359 | ||
Current portion of royalty linked notes | 50 | ||
Long-term royalty linked notes, less current portion | 11,880 | ||
Total | 76,092 | 13,013 | |
Level 2 | Approximate Fair Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Current portion of long-term debt | 5,867 | 5,800 | |
Long-term debt, less current portion | 5,837 | 7,213 | |
Long-term exchangeable note | 27,099 | ||
Total | 38,803 | $ 13,013 | |
Level 3 | Approximate Fair Value | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative liability - exchange option | 25,359 | ||
Current portion of royalty linked notes | 50 | ||
Long-term royalty linked notes, less current portion | 11,880 | ||
Total | $ 37,289 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Summary of Assumptions Used Estimate Fair Value of Exchange Option (Details) | Jan. 21, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ||||
Expected term in years | 4 years 11 months 23 days | 4 years 9 months 14 days | 6 years 3 months | 6 years 3 months |
Volatility | 80.00% | 100.00% | 90.30% | |
Risk-free interest rate | 1.57% | 0.37% | 0.78% | |
Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Discount rate | 21.00% | 22.00% |
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, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid research and development expenses | $ 2,260 | $ 1,679 |
Short-term deposits | 1,211 | 1,139 |
Research and development tax credit receivable | 1,027 | 1,036 |
Deferred financing expenses | 312 | 2,339 |
Prepaid insurance | 237 | 569 |
Other prepaid assets | 206 | 50 |
Value added tax receivable | 66 | 68 |
Interest receivable | 13 | 7 |
Total | $ 5,332 | $ 6,887 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 925 | $ 925 |
Less: accumulated depreciation | (392) | (353) |
Property and equipment, net | 533 | 572 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 592 | 592 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 120 | 120 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 81 | 81 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 132 | $ 132 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 39 | $ 35 | $ 152 |
Leases - Additional Information
Leases - Additional Information (Details) - Office Space and Commercial Property - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Leased Assets [Line Items] | ||
Lessee, operating lease, description | These leases have terms which range from four to 19 years, and generally include one or more options to terminate or renew. | |
Lessee, operating lease, option to terminate | The termination options can reduce the lease term for periods ranging from two to 10 years | |
Lessee, operating lease, option to extend | The renewal terms can extend the lease term for additional periods ranging from three to five years. | |
Operating lease cost for right - of - use assets | $ 252 | $ 254 |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Lessee, operating lease, term of contract | 4 years | |
Lessee, operating lease, terminate term | 2 years | |
Lessee, operating lease, renewal term | 3 years | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Lessee, operating lease, term of contract | 19 years | |
Lessee, operating lease, terminate term | 10 years | |
Lessee, operating lease, renewal term | 5 years |
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, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 333 | $ 190 |
Right-of-use assets obtained in exchange for new operating lease obligation | $ 7,622 | |
Weighted-average remaining lease term | 12 years 3 months 18 days | 12 years 6 months |
Weighted-average discount rate | 7.60% | 7.60% |
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, 2020 | Dec. 31, 2019 |
Schedule Of Lease Assets And Liabilities [Abstract] | ||
Other assets | $ 7,019 | $ 7,144 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsMember | us-gaap:OtherAssetsMember |
Other current liabilities | $ 513 | $ 580 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentLiabilitiesMember | us-gaap:OtherCurrentLiabilitiesMember |
Other liabilities | $ 6,521 | $ 6,748 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesMember | us-gaap:OtherLiabilitiesMember |
Total lease liabilities | $ 7,034 | $ 7,328 |
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, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 1,008 | |
2022 | 1,013 | |
2023 | 1,024 | |
2024 | 1,027 | |
2025 | 1,031 | |
Thereafter | 5,299 | |
Total | 10,402 | |
Less imputed interest | (3,368) | |
Total lease liabilities | $ 7,034 | $ 7,328 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued clinical trial costs | $ 3,676 | $ 9,866 |
Accrued payroll and bonus expenses | 1,456 | 1,207 |
Accrued manufacturing expenses | 193 | 136 |
Accrued other expenses | 919 | 1,249 |
Total | $ 6,244 | $ 12,458 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jan. 21, 2020USD ($)Debtinstrument$ / sharesshares | Apr. 27, 2018USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||
Accretion of debt discounts and deferred financing costs | $ 1,614,000 | $ 98,000 | ||
Derivative liability for the exchange option, fair value | $ 27,038,000 | 25,359,000 | ||
Private placement transaction costs | $ 2,130,000 | |||
Ordinary Shares | ||||
Debt Instrument [Line Items] | ||||
Number of warrants to purchase preferred shares | shares | 19,890 | |||
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 | |||
Non-utilization fee percentage of undrawn principal amount | 1.50% | |||
Frequency of amortization payments | Monthly | |||
Date of first required payment of initial draw | Nov. 1, 2019 | |||
Minimum fixed interest rate per annum | 8.31% | |||
Final interest rate payment on outstanding principal | 4.20% | |||
Principal and interest payment, maturity date | Mar. 1, 2022 | |||
Final payment fee | $ 630,000 | |||
Prepayment fee in first year | 4.00% | |||
Prepayment fee in second year | 3.00% | |||
Prepayment fee thereafter | 2.00% | |||
Principal payment during the period | $ 1,552,000 | |||
Effective annual interest rate on outstanding debt | 9.78% | |||
Interest expense | $ 410,000 | 448,000 | ||
Accretion of debt discounts and deferred financing costs | 116,000 | $ 98,000 | ||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Wall Street Journal Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate | 3.89% | |||
Loan and Security Agreement | Silicon Valley Bank (SVB) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Maximum amount available under second draw | $ 15,000,000 | |||
Silicon Valley Bank and Life Sciences Fund II LLC | ||||
Debt Instrument [Line Items] | ||||
Percentage of purchase additional ordinary shares equal to term loan divided by applicable exercise price | 2.50% | |||
Silicon Valley Bank and Life Sciences Fund II LLC | Series B Convertible Preferred Shares | ||||
Debt Instrument [Line Items] | ||||
Number of warrants to purchase preferred shares | shares | 19,890 | |||
Warrants to purchase preferred shares, exercise price | $ / shares | $ 18.85 | |||
2025 Exchangeable Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 652,000 | |||
Accretion of debt discounts and deferred financing costs | $ 1,589,000 | |||
Debt instrument interest rate | 6.50% | |||
Debt instrument, shares embedded within each unit, shares | shares | 1,000 | |||
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 1 | |||
Debt instrument, payment terms | The Company will be required to pay the 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. | |||
Derivative liability for the exchange option, fair value | 27,038,000 | |||
Private placement transaction costs | 2,130,000 | |||
Private placement transaction costs, capitalized | 2,135,000 | |||
2025 Exchangeable Notes | Private Placement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 51,600,000 | |||
Debt instrument interest rate | 6.50% | |||
Debt instrument price per unit | $ 1,000 | |||
RLNs | Private Placement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 100,000 | |||
Number of debt instruments within each notes | Debtinstrument | 50 | |||
Securities | Private Placement | ||||
Debt Instrument [Line Items] | ||||
Debt instrument price per unit | $ 1,000 | |||
Debt instrument, shares embedded within each unit, shares | shares | 1,000 | |||
Debt instrument, shares embedded within each unit, value | $ 1,000 | |||
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 1 |
Debt - Summary of Balances of E
Debt - Summary of Balances of Exchangeable Notes (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Exchangeable Notes | $ 64,002 |
$1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 51,588 |
Exchangeable Notes, Accrued Interest | 652 |
2025 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 51,588 |
Unamortized discount and debt issuance costs | (39,515) |
Exchangeable Notes, net | 12,073 |
Exchangeable Notes, Accrued Interest | $ 652 |
Debt - Summary of Balances of_2
Debt - Summary of Balances of Exchangeable Notes (Parenthetical) (Details) - 2025 Exchangeable Notes | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Debt Instrument [Line Items] | |
Debt instrument, shares embedded within each unit, shares | shares | 1,000 |
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 1 |
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 (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 6,207 |
2022 | 6,207 |
2025 | 51,588 |
Long-term Debt | $ 64,002 |
Royalty-Linked Notes - Addition
Royalty-Linked Notes - Additional Information (Details) - Royalty-Linked Notes | Jan. 21, 2020USD ($)RNL$ / RNL | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||
Debt discounts | $ 940,000 | |
Estimated effective interest rate | 21.90% | |
Interest expense | $ 25,000 | |
Private Placement | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 2,579,400 | |
Debt instrument outstanding portion | $ / RNL | 0.04 | |
Debt instrument note price per unit | $ / RNL | 2 | |
Debt instrument maturity date | Dec. 31, 2045 | |
Debt instrument, aggregate potential payment capped value | $ 160,000 | |
Debt instrument, aggregate potential payment capped rate | 4,000 | |
Number of debt instruments within each notes | RNL | 50 | |
Maximum return amount for each unit | $ 8,000,000 |
Royalty Linked Notes - Summary
Royalty Linked Notes - Summary of Summary of Royalty-Linked Notes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Royalty Linked Notes [Abstract] | |
Total liability related to the sale of future royalties, on inception | $ 10,990 |
Amortization of discount and debt issuance costs | 25 |
Total liability related to the sale of future royalties at March 31, 2020 | 11,015 |
Current portion of royalty-linked notes | 50 |
Royalty-linked notes, less current portion | $ 10,965 |
Shareholders' (Deficit) _ Equ_3
Shareholders' (Deficit) / Equity - Reconciliation of the Company's Beginning and Ending Balances in Shareholders' (Deficit) / Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Shareholders' equity (deficit), Beginning Balance | $ (26,238) | $ 71,622 | $ 71,622 |
Exercise of share options | 48 | ||
Share-based compensation expense | 597 | 540 | |
Net loss | (16,100) | (20,580) | (103,130) |
Shareholders' equity (deficit), Ending Balance | $ (41,741) | $ 51,630 | $ (26,238) |
Shareholders' (Deficit) _ Equ_4
Shareholders' (Deficit) / Equity - Additional Information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 3 Months Ended | ||||||||
Mar. 31, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2019EUR (€)shares | Aug. 17, 2019USD ($)shares | Aug. 17, 2019EUR (€)shares | Jul. 15, 2019USD ($)shares | Jul. 15, 2019EUR (€)shares | Dec. 14, 2018shares | |
Class Of Stock [Line Items] | |||||||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||
Number of vote per common share | Vote | 1 | ||||||||
Common stock rights and preferences | The holders of ordinary shares have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares | ||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | |||||||
Undesignated Preferred Shares | |||||||||
Class Of Stock [Line Items] | |||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | ||||||||
Undesignated preferred shares, authorized | 100,000,000 | ||||||||
Supplier | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, maximum shares authorized for subscription | 700,000 | ||||||||
Common stock, shares subscribed but unissued | 199,056 | 199,056 | 245,493 | 245,493 | 17,222 | 17,222 | |||
Issuance of ordinary shares under subscription agreement | $ | $ 1,260 | $ 1,670 | $ 110 | ||||||
Payment receivable upon common stock subscription agreement | $ 1,260 | € 1,150 | $ 1,670 | € 1,500 | $ 110 | € 100 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2020 | Dec. 05, 2018 | Oct. 14, 2016 | Oct. 14, 2015 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 11, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 14, 2018 | May 18, 2017 | Nov. 18, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Ordinary shares, shares issued | 14,868,973 | 14,868,973 | ||||||||||
Share options granted | 2,000 | |||||||||||
Restricted Ordinary Shares | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares issued in the period | 413,110 | 0 | ||||||||||
Percentage of remaining restricted ordinary shares vest on monthly basis | 0.0278% | |||||||||||
Grant date fair value | $ 3.14 | |||||||||||
Expense recognized | $ 85 | |||||||||||
Unamortized stock compensation expense | $ 175 | |||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 6 months 14 days | |||||||||||
Restricted Ordinary Shares | Tranche One | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Percentage of awards vested | 25.00% | |||||||||||
Employee Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expense recognized | $ 347 | $ 307 | ||||||||||
Unvested employee options outstanding | 605,486 | 984,913 | ||||||||||
Unamortized compensation expense share options | $ 2,621 | $ 4,168 | ||||||||||
Vesting period | 2 years 3 months 10 days | 3 years 3 months 18 days | ||||||||||
Restricted Share Units (RSUs) | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Grant date fair value | $ 7.01 | $ 7.01 | ||||||||||
Expense recognized | $ 24 | $ 119 | ||||||||||
Unamortized stock compensation expense | $ 36 | $ 72 | ||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 2 months 12 days | 1 month 24 days | ||||||||||
Restricted Share Units (RSUs) | Director | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 1 year | |||||||||||
Number of shares, granted/awarded | 0 | 0 | ||||||||||
Performance RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Grant date fair value | $ 2.30 | $ 8.21 | ||||||||||
Expense recognized | $ 226 | $ 29 | ||||||||||
Unamortized stock compensation expense | $ 2,150 | $ 381 | ||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 8 months 12 days | 1 year 6 months 21 days | ||||||||||
Number of shares, granted/awarded | 1,079,000 | 50,000 | ||||||||||
Restricted Ordinary Shares, Options and Restricted Share Units and Performance RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 1 year 2 months 26 days | 2 years 11 months 23 days | ||||||||||
Unamortized compensation expense | $ 4,807 | $ 4,796 | ||||||||||
2015 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 223,424 | |||||||||||
Number of ordinary shares available for issuance | 443,029 | 219,605 | ||||||||||
2018 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 1,018,459 | |||||||||||
Increase in number of ordinary shares available to be granted, percentage | 4.00% | 4.00% | ||||||||||
Ordinary shares, shares issued | 594,758 | 2,250,000 | 574,081 | |||||||||
2018 Plan | Employees and Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share options granted | 2,000 | 442,500 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Assumptions Used to Determine Grant Date Fair Value of Employee and Director Options Granted (Details) - $ / shares | Jan. 21, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 80.00% | 100.00% | 90.30% | |
Volatility, minimum | 69.50% | |||
Volatility, maximum | 70.20% | |||
Expected term in years | 4 years 11 months 23 days | 4 years 9 months 14 days | 6 years 3 months | 6 years 3 months |
Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.57% | 0.37% | 0.78% | |
Risk-free interest rate, minimum | 2.44% | |||
Risk-free interest rate, maximum | 2.57% | |||
Share price | $ 2.03 | $ 2.03 | ||
Fair value of option on grant date | $ 1.52 | $ 1.52 | ||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share price | $ 5.80 | |||
Fair value of option on grant date | 3.74 | |||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share price | 6.80 | |||
Fair value of option on grant date | $ 4.41 |
Share-Based Compensation - Summ
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, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | ||
Number of Shares, Options outstanding Beginning Balance | 1,150,270 | |
Number of Shares, Granted | 2,000 | |
Number of Shares, Forfeited | (19,062) | |
Number of Shares, Options outstanding Ending Balance | 1,133,208 | 1,150,270 |
Number of Shares, Exercisable at March 31, 2020 (unaudited) | 527,722 | |
Weighted Average Exercise Price, Options outstanding Beginning Balance | $ 7.92 | |
Weighted Average Exercise Price, Granted | 2.03 | |
Weighted Average Exercise Price, Forfeited | 9.42 | |
Weighted Average Exercise Price, Options outstanding Ending Balance | 7.88 | $ 7.92 |
Weighted Average Exercise Price, Exercisable at March 31, 2020 (unaudited) | $ 8.10 | |
Weighted Average Remaining Contractual Life in Years, Options outstanding | 7 years 9 months 10 days | 8 years 7 months 2 days |
Weighted Average Remaining Contractual Life in Years, Exercisable at March 31, 2020 (unaudited) | 7 years 3 months 18 days | |
Aggregate Intrinsic Value, Options outstanding | $ 254 | |
Aggregate Intrinsic Value, Options outstanding | $ 1 | $ 254 |
Share-Based Compensation - Su_2
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, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested, Beginning balance | shares | 31,367 |
Number of Shares, Forfeited | shares | (5,703) |
Number of Shares, Unvested, Ending balance | shares | 25,664 |
Weighted Average grant date fair value per share, Unvested, Beginning balance | $ / shares | $ 7.01 |
Weighted Average grant date fair value per share, Forfeited | $ / shares | 7.01 |
Weighted Average grant date fair value per share, Unvested, Ending balance | $ / shares | $ 7.01 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Number of Performance RSUs Outstanding and Weighted-average Grant Date Fair Value of PSUs (Details) - Performance RSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning balance | 50,000 | |
Number of Shares, Granted | 1,079,000 | 50,000 |
Number of Shares, Forfeited | (2,000) | |
Number of Shares, Unvested, Ending balance | 1,127,000 | |
Weighted Average grant date fair value per share, Unvested, Beginning balance | $ 8.21 | |
Weighted Average grant date fair value per share, Granted | 2.04 | |
Weighted Average grant date fair value per share, Forfeited | 8.21 | |
Weighted Average grant date fair value per share, Unvested, Ending balance | $ 2.30 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 213 | $ 163 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 384 | $ 377 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax [Line Items] | |||
Income tax expense | $ 121 | $ 134 | |
Ireland | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 28,365 | $ 26,195 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | Jan. 21, 2020USD ($)RNL$ / RNL | Nov. 18, 2015USD ($) |
Royalty-Linked Notes | Private Placement | ||
Other Commitments [Line Items] | ||
Aggregate principal amount | $ 2,579,400 | |
Debt instrument outstanding portion | $ / RNL | 0.04 | |
Debt instrument note price per unit | $ / RNL | 2 | |
Debt instrument maturity date | Dec. 31, 2045 | |
Debt instrument, aggregate potential payment capped value | $ 160,000 | |
Debt instrument, aggregate potential payment capped rate | 4,000 | |
Number of debt instruments within each notes | RNL | 50 | |
Maximum return amount for each unit | $ 8,000,000 | |
Pfizer License Agreement | Royalty-Linked Notes | Private Placement | ||
Other Commitments [Line Items] | ||
Aggregate principal amount | $ 2,579,400 | |
Debt instrument outstanding portion | $ / RNL | 0.04 | |
Debt instrument note price per unit | $ / RNL | 2 | |
Debt instrument maturity date | Dec. 31, 2045 | |
Debt instrument, aggregate potential payment capped value | $ 160,000 | |
Debt instrument, aggregate potential payment capped rate | 4,000 | |
Number of debt instruments within each notes | RNL | 50 | |
Maximum return amount for each unit | $ 8,000,000 | |
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) | Jan. 21, 2020USD ($)Debtinstrument |
Iterum Therapeutics Bermuda Limited | |
Condensed Financial Statements Captions [Line Items] | |
Ownership percentage | 100.00% |
Subsidiary Guarantors | |
Condensed Financial Statements Captions [Line Items] | |
Ownership percentage | 100.00% |
Private Placement | 2025 Exchangeable Notes | |
Condensed Financial Statements Captions [Line Items] | |
Aggregate principal amount | $ 51,600,000 |
Debt instrument price per unit | 1,000 |
Private Placement | RLNs | |
Condensed Financial Statements Captions [Line Items] | |
Aggregate principal amount | $ 100,000 |
Number of debt instruments within each notes | Debtinstrument | 50 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Iterum Therapeutics US Limited - Silicon Valley Bank (SVB) - Paycheck Protection Program - USD ($) $ in Millions | Apr. 30, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||
Debt instrument, payment terms | Under the terms of the agreement, there shall be no payments due by the Company during the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest will be due to fully amortize the principal amount outstanding on the Note on the last day of the Deferral Period by the maturity date. Under the terms of the Program, the SBA will forgive the portion of loan proceeds used for U.S. payroll costs and other designated operating expenses for up to eight weeks, provided at least 75% of the loan proceeds are used for U.S. payroll costs. | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Loans receivable with fixed annual interest rate | $ 0.7 | |
Debt instrument, fixed annual interest rate | 1.00% | |
Debt instrument maturity period | 2 years | |
Minimum percentage of loan proceeds used for payroll costs | 75.00% |