Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | 182,775,282 | |
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 | |
Entity Address, Postal Zip Code | Not applicable | |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 36,573 | $ 14,508 |
Short-term investments | 54,867 | 0 |
Prepaid expenses and other current assets | 4,928 | 6,904 |
Current portion of restricted cash | 30 | 60 |
Total current assets | 96,398 | 21,472 |
Property and equipment, net | 202 | 421 |
Restricted cash, less current portion | 64 | 248 |
Other assets | 9,381 | 10,651 |
Total assets | 106,045 | 32,792 |
Current liabilities: | ||
Accounts payable | 1,944 | 816 |
Accrued expenses | 1,273 | 1,829 |
Derivative liability | 21,864 | 28,865 |
Current portion of long-term debt | 4,845 | 6,374 |
Current portion of royalty-linked notes | 190 | 114 |
Income taxes payable | 102 | |
Other current liabilities | 4,262 | 3,598 |
Total current liabilities | 34,378 | 41,698 |
Long-term debt, less current portion | 5,339 | 22,462 |
Long-term royalty-linked notes, less current portion | 15,315 | 13,389 |
Other liabilities | 3,818 | 5,802 |
Total liabilities | 58,850 | 83,351 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity / (deficit): | ||
Undesignated preferred shares, $0.01 par value per share: 100,000,000 shares authorized at June 30, 2021 and December 31, 2020; no shares issued at June 30, 2021 and December 31, 2020 | ||
Ordinary shares, $0.01 par value per share: 300,000,000 shares authorized, 182,594,282 shares issued at June 30, 2021; 150,000,000 shares authorized, 49,431,028 shares issued at December 31, 2020 | 1,826 | 494 |
Additional paid-in capital | 423,421 | 235,876 |
Accumulated deficit | (378,052) | (286,929) |
Total shareholders' equity / (deficit) | 47,195 | (50,559) |
Total liabilities and shareholders’ equity / (deficit) | $ 106,045 | $ 32,792 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Jun. 10, 2020 |
Statement Of Financial Position [Abstract] | ||||
Undesignated preferred shares, par value | $ 0.01 | $ 0.01 | ||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | ||
Undesignated preferred shares issued | 0 | 0 | ||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Ordinary shares, shares authorized | 300,000,000 | 150,000,000 | 150,000,000 | 100,000,000 |
Ordinary shares, shares issued | 182,594,282 | 49,431,028 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ (2,714) | $ (5,043) | $ (5,165) | $ (14,786) |
General and administrative | (4,273) | (3,210) | (7,669) | (6,361) |
Total operating expenses | (6,987) | (8,253) | (12,834) | (21,147) |
Operating loss | (6,987) | (8,253) | (12,834) | (21,147) |
Interest expense, net | (980) | (4,075) | (3,932) | (6,671) |
Financing transaction costs | (2,130) | |||
Adjustments to fair value of derivatives | 15,794 | (12) | (74,309) | 1,667 |
Other income / (expense), net | 93 | (3) | 134 | (41) |
Total other income / (expense), net | 14,907 | (4,090) | (78,107) | (7,175) |
Income / (loss) before income taxes | 7,920 | (12,343) | (90,941) | (28,322) |
Income tax expense | (122) | (178) | (182) | (299) |
Net income / (loss) and comprehensive income / (loss) | 7,798 | (12,521) | (91,123) | (28,621) |
Net income / (loss) attributable to ordinary shareholders | $ 7,798 | $ (12,521) | $ (91,123) | $ (28,621) |
Net income / (loss) per share attributable to ordinary shareholders – basic | $ 0.04 | $ (0.80) | $ (0.63) | $ (1.87) |
Net income / (loss) per share attributable to ordinary shareholders – diluted | $ 0.04 | $ (0.80) | $ (0.63) | $ (1.87) |
Weighted average ordinary shares outstanding – basic | 180,017,313 | 15,614,767 | 144,608,227 | 15,295,141 |
Weighted average ordinary shares outstanding – diluted | 204,600,645 | 15,614,767 | 144,608,227 | 15,295,141 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (91,123) | $ (28,621) | |||
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Depreciation | 220 | 78 | $ 161 | ||
Share-based compensation expense | 840 | 1,783 | |||
Interest on short-term investments | (261) | ||||
Non-cash loss on short-term investments | 196 | ||||
Amortization of debt discount and deferred financing costs | 3,017 | 4,720 | |||
Financing transaction costs included in financing activities | 2,130 | ||||
Adjustments to fair value of derivatives | $ (15,794) | $ 12 | 74,309 | (1,667) | |
Other | 621 | 556 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other current assets | 2,141 | 499 | |||
Accounts payable | 1,129 | (13,240) | |||
Accrued expenses | (557) | (8,510) | |||
Income taxes | (140) | 299 | |||
Other liabilities | (533) | (586) | |||
Net cash used in operating activities | (9,473) | (41,080) | |||
Cash flows from investing activities: | |||||
Purchases of property and equipment | (2) | ||||
Purchases of short-term investments | (55,064) | ||||
Net cash used by investing activities | (55,064) | (2) | |||
Cash flows from financing activities: | |||||
Proceeds from PPP Loan | 744 | ||||
Repayments of long-term debt | (3,258) | (3,103) | |||
Proceeds from private placement, net of transactions costs | 46,612 | ||||
Proceeds from issuance of ordinary shares, net of transaction costs | 89,648 | 4,328 | |||
Net cash provided by financing activities | 86,390 | 48,581 | |||
Effect of exchange rates on cash and cash equivalents | (2) | (33) | |||
Net increase in cash, cash equivalents and restricted cash | 21,851 | 7,466 | |||
Cash, cash equivalents and restricted cash, at beginning of period | 14,816 | 4,891 | 4,891 | ||
Cash, cash equivalents and restricted cash, at end of period | $ 36,667 | $ 12,357 | 36,667 | 12,357 | $ 14,816 |
Supplemental Disclosure of Cash Flow Information: | |||||
Income tax paid - US | 322 | ||||
Interest paid | 273 | 547 | |||
Exchangeable Notes | |||||
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Interest on exchangeable notes - non-cash | $ 668 | $ 1,479 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
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 oral branded penem in the United States and the first and only oral and intravenous (IV) branded penem available globally. Since inception, the Company has devoted substantially all of its efforts to research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of ordinary and convertible preferred shares, debt raised under a financing arrangement with Silicon Valley Bank (SVB) including the Paycheck Protection Program loan (PPP loan), a sub-award from the Trustees of Boston University under the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator (CARB-X) program and the proceeds of a private placement and subsequent rights offering pursuant to which its wholly owned subsidiary, Iterum Therapeutics Bermuda Limited (Iterum Bermuda) issued and sold $51.8 million aggregate principal amount of 6.500 and $0.1 million aggregate principal amount of Limited Recourse Royalty-Linked Subordinated Notes (the RLNs and, together with the Exchangeable Notes, the Securities) . The Company has not generated any product revenue. The Company is subject to risks and uncertainties common to early-stage companies in the pharmaceutical industry, including, but not limited to, the ability to secure additional capital to fund operations, failure to achieve regulatory approval, failure to successfully develop and commercialize its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology and compliance with government regulations. Product candidates currently under development will require additional research and development efforts, including regulatory approval prior to commercialization. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. On July 5, 2019, the Company filed a universal shelf registration statement on Form S-3 (File No. 333-232569) with the Securities and Exchange Commission (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 $ 51.6 million aggregate principal amount of Exchangeable Notes and $ 0.1 million aggregate principal amount of RLNs to a group of accredited investors (the Private Placement) . The Securities were sold in units (the Units) in the Private Placement and Rights Offering with each Unit consisting of an Exchangeable Note in the original principal amount of $ 1,000 and 50 RLNs . In connection with the Private Placement, the Company agreed to undertake a rights offering of subscription rights to purchase additional Units (the Rights Offering). Under the R ights O ffering, the Company and Iterum Bermuda, distributed to the Company’s eligible holders of ordinary shares and eligible warrant holders one non-transferable subscription right for each ordinary share owned (or deemed owned in the case of eligible warrant holders) as of the close of business on the record date, August 5, 2020. The subscription period for the Rights Offering expired on August 31, 2020 and right holders subscribed for 220 units. As a result, on September 8, 2020, Iterum Bermuda issued and sold $ 0.2 million aggregate principal amount of Exchangeable Notes and $ million aggregate principal amount of 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 exchange rate of 1,286.1845 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $ 0.7775 per ordinary share) as of November 2, 2020, which was adjusted from the initial exchange price of 1,000 shares per $ 1,000 principal and interest on the Exchangeable Notes (equivalent to an initial exchange price of $ 1.00 per ordinary share) and is subject to further adjustment pursuant to the terms and conditions of the indenture governing the Exchangeable Notes (the Exchangeable Notes Indenture) . Beginning on January 21, 2021 to June 30, 2021 , certain noteholders of $ million aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes . The aggregate principal amount of Exchangeable Notes outstanding a s of June 30, 2021 was $ million . The RLNs entitle holders to payments based on a percentage of the Company’s net revenues from potential U.S. sales of specified sulopenem products, subject to the terms and conditions of the indenture governing the RLNs. Pursuant to the indenture governing the RLNs, the payments on the RLNs will be up to either 15 % or 20 % of net revenues from U.S. sales of such products, depending on the indication approved by the U.S. Food and Drug Administration (the FDA). The aggregate amount of payments on each RLN is capped at $ 160.00 (or 4,000 times the principal amount of such RLN). Iterum Bermuda received net proceeds from the sales of the Securities of approximately $ 45.0 million, after deducting placement agent fees and offering expenses. In April 2020, the Company began deferring payment on its share of U.S. payroll taxes owed, as allowed by the Coronavirus Aid, Relief and Economic Security Act (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. 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 the PPP loan 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 until the SBA remits the forgiveness amount to the borrower or 10 months after the end of the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest will be due to fully amortize the principal amount outstanding on the PPP loan by the maturity date. The SBA forgave $340 of the loan in November 2020, and amortization of the remaining loan of $404 began in December 2020. On June 3, 2020, the Company entered into a Securities Purchase Agreement (June 3 SPA) with certain institutional investors (the June 3 Purchasers) pursuant to which the Company issued and sold, in a registered direct offering (June 3 Offering), an aggregate of 2,971,770 ordinary shares, $0.01 nominal value per share, at a purchase price per share of $1.6825, for aggregate gross proceeds to the Company of $5.0 million and net proceeds of $4.3 million after deducting fees payable to the placement agent and other offering expenses payable by the Company. The Company offered the ordinary shares in the June 3 Offering pursuant to its universal shelf registration statement on Form S-3. Pursuant to the June 3 SPA, in a concurrent private placement, the Company issued and sold to the June 3 Purchasers warrants to purchase up to 1,485,885 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $1.62 per ordinary share, subject to adjustment in certain circumstances, and will expire on December 5, 2025. The closing date of the June 3 Offering was June 5, 2020. Warrants to purchase 208,023 ordinary shares, amounting to 7% of the ordinary shares issued under the June 3 SPA, were issued to designees of the placement agent on the closing of the June 3 Offering Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $2.1031 per ordinary share, and will expire on June 3, 2025. On June 30, 2020, the Company entered into a securities purchase agreement (June 30 SPA) with certain institutional investors (the June 30 Purchasers) pursuant to which the Company issued and sold in a registered direct offering (June 30 Offering) an aggregate of 3,372,686 ordinary shares, $0.01 nominal value per share, at a purchase price per share of $1.4825, for aggregate gross proceeds to the Company of $5.0 million and net proceeds of $4.2 million after deducting fees payable to the placement agent and other offering expenses payable by the Company. The Company offered the ordinary shares in the June 30 Offering pursuant to its universal shelf registration statement on Form S-3. Pursuant to the June 30 SPA, in a concurrent private placement, the Company issued and sold to the June 30 Purchasers warrants to purchase up to 1,686,343 ordinary shares. Upon closing, the warrants were exercisable immediately at an exercise price of $1.42 per ordinary share, subject to adjustment in certain circumstances, and will expire on January 2, 2026. The June 30 Offering closed on July 2, 2020. Warrants to purchase 236,088 ordinary shares, amounting to 7% of the ordinary shares issued under the June 30 SPA, were issued to designees of the placement agent on closing of the June 30 Offering. Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $1.8531 per ordinary share, and will expire on June 30, 2025. On October 27, 2020, the Company completed a registered public offering (the October Offering) in which it sold an aggregate of (i) 15,511,537 ordinary shares, $0.01 nominal value per share, (ii) pre-funded warrants exercisable for an aggregate of 11,411,539 ordinary shares and (iii) warrants exercisable for an aggregate of 20,192,307 ordinary shares. The pre-funded warrants were issued and sold to certain purchasers whose purchase of ordinary shares in the October Offering would have otherwise resulted in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the October Offering, if the purchaser so chose in lieu of ordinary shares that would have otherwise resulted in such excess ownership. The ordinary shares and pre-funded warrants were each offered together with the warrants, but the ordinary shares and pre-funded warrants were issued separately from the warrants. The combined offering price was $0.65 per ordinary share and warrant and $0.64 per pre-funded warrant and warrant. The Company’s net proceeds from the October Offering, after deducting placement agent fees and other offering expenses payable by the Company, were $15.5 million. The warrants are exercisable upon issuance at a price of $0.65 per ordinary share, subject to adjustment in certain circumstances, and expire on October 27, 2025. The pre-funded warrants are exercisable upon issuance at a price of $0.01 per ordinary share, subject to adjustment in certain circumstances, and expire when exercised in full, subject to certain conditions. As of December 31, 2020, all pre-funded warrants had been exercised for net proceeds of $0.11 million. In connection with the October Offering, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) on October 22, 2020 with certain institutional investors. The Purchase Agreement contains customary representations and warranties of the Company, termination rights of the parties, and certain indemnification obligations of the Company and ongoing covenants of the Company, including a prohibition on the Company entering into variable rate transactions for a period of 12 months after the closing of the October Offering, subject to certain exceptions. which represents a number of ordinary shares equal to 7.0% of the aggregate number of ordinary shares and pre-funded warrants sold in the October Offering On February 3, 2021, the Company entered into an amended and restated underwriting agreement (the Underwriting Agreement) to issue and sell 34,782,609 ordinary shares of the Company, $0.01 nominal value per share, in a firm commitment underwritten public offering with a public offering price of $1.15 per share (the February Underwritten Offering). The Company offered the ordinary shares in the February Underwritten Offering pursuant to its universal shelf registration statement on Form S-3. The February Underwritten Offering closed on February 8, 2021. Pursuant to the Underwriting Agreement, the Company granted the underwriter an option for a period of 30 days to purchase up to an additional 5,217,391 ordinary shares on the same terms and conditions, which the underwriter exercised in full on February 10, 2021. This exercise increased the total number of ordinary shares sold by the Company in the offering to 40,000,000 shares, which resulted in aggregate gross proceeds of $46.0 million and net proceeds of $42.1 million after deducting underwriting discounts and commissions and offering expenses. In addition, pursuant to the Underwriting Agreement, the Company agreed to issue to the underwriter’s designees warrants to purchase 2,800,000 ordinary shares, which was equal to 7.0% of the aggregate number of ordinary shares sold in the February Underwritten Offering, including the underwriter’s option to purchase an additional 5,217,391 ordinary shares. The warrants issued to such designees have an exercise price of $1.4375 per ordinary share, were exercisable upon issuance and will expire on February 3, 2026. On February 9, 2021, the Company entered into a securities purchase agreement (the February SPA) with several healthcare-focused institutional investors pursuant to which the Company agreed to issue and sell in a registered direct offering (the February Registered Direct Offering) an aggregate of 17,500,000 ordinary shares, $0.01 nominal value per share, at a purchase price of $2.00 per share, for aggregate gross proceeds of $35.0 million and net proceeds to the Company of $32.2 million after deducting placement agent fees and other offering expenses. The Company offered the ordinary shares in the February Registered Direct Offering pursuant to its universal shelf registration statement on Form S-3. The February Registered Direct Offering closed on February 12, 2021. Warrants to purchase 1,225,000 ordinary shares, which was equal to 7.0% of the aggregate number of ordinary shares issued under the February SPA, were issued to designees of the placement agent on closing of the February Registered Direct Offering. The warrants issued to such designees were exercisable upon issuance at an exercise price of $2.50 per ordinary share and will expire on February 9, 2026. 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, warrants, debt raised under financing arrangements with SVB including the PPP loan, payments received under the CARB-X program and the proceeds of the Private Placement and Rights Offering. The Company has incurred operating losses since inception, including net losses of $91,123 and $28,621 for the six months ended June 30, 2021 and 2020, respectively, and a net loss of $52,006 for the year ended December 31, 2020. The Company had an accumulated deficit of $378,052 as of June 30, 2021 and expects to continue to incur net losses for the foreseeable future. Management believes that its cash and cash equivalents balance of $36,573 and short-term investments balance of $54,867 at June 30, 2021 are sufficient to fund operations for at least one year from the date the condensed consolidated financial statements are issued. In making this assessment management have considered the planned operations of the company and the ability to adjust its plans if required. In addition, in parallel, the Company is evaluating its corporate, strategic, financial and financing alternatives, with the goal of maximizing value for its stakeholders. These alternatives could potentially include the licensing, sale or divestiture of the Company’s assets or proprietary technologies, a sale of the Company, a merger or other business combination or another strategic transaction involving the Company. The evaluation of corporate, strategic, financial and financing alternatives may not result in any particular action or any transaction being pursued, entered into or consummated, and there is no assurance as to the timing, sequence or outcome of any action or transaction or series of actions or transactions. COVID-19 Global Pandemic The global impact of the COVID-19 pandemic 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. The Company may experience an impact to the timelines of any potential additional clinical and non-clinical development for sulopenem due to the worldwide spread of COVID-19. 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 its 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. COVID -19 has not yet had a significant impact on the Company’s day to day operations but there can be no assurance that the continued spread of COVID-19 and the responsive measures taken to date will not impact patient enrolment on our ongoing Phase 1 clinical trial related to pediatric indications and the initiation of and enrolment on any additional clinical trial(s) conducted in response to the Complete Response Letter ( CRL ) . Additionally, the COVID-19 pandemic could impact the FDA’s regulatory review process, including delays in the planned Type A meeting to identify the next steps as to the potential additional clinical and non-clinical work to support the potential resubmission of the New Drug Application ( NDA ) for approval of oral sulopenem following receipt of the CRL, other meetings related to planned or completed clinical trials , and ultimately the review and approval of our product candidates. Management is actively monitoring the global situation and its possible effects on its financial condition, liquidity, suppliers, industry, and operations including manufacturing, clinical trials 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, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 have been prepared by the Company pursuant to the rules and regulations of the 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, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021. 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 June 30, 2021, and results of operations for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020 have been made. The results of operations for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 a change to the measurement method of the 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, 2020. 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 share-based compensation awards, and the valuation of the RLNs and the 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 option pricing Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation up to $250, while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $119 (€100). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s condensed consolidated balance sheet is a certificate of deposit for $60 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 7 - Leases). Also included within restricted cash on the Company’s condensed consolidated balance sheet is $17 relating to the warrants issued on June 5, 2020 pursuant to the June 3 SPA, $6 relating to the warrants issued on July 2, 2020 pursuant to the June 30 SPA and $11 relating to warrants issued in the October Offering. On the closing date of each of the June 3 Offering, June 30 Offering and October Offering, each investor deposited $0.01 per warrant issued being the nominal value of the underlying ordinary share represented by each warrant. This amount will be held in trust by the Company pending a decision by the relevant investor to exercise the warrant by means of a "cashless exercise" pursuant to the terms of the warrant, in which case the $0.01 will be used to pay up the nominal value of the ordinary share issued pursuant to the warrant. Upon the exercise of the warrants other than by means of a "cashless exercise", the amount held in trust will be returned to the relevant investor in accordance with the terms of the applicable purchase agreement or prospectus. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has most of its cash, cash equivalents and short-term investments at two accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Net Loss Per Ordinary Share Basic and diluted net loss per ordinary share is determined by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding during the period in accordance with Accounting Standard Codification (ASC) 260, Earnings per Share Three months ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Options to purchase ordinary shares — 1,168,891 14,065,145 1,168,891 Unvested restricted share units — 14,258 1,315,328 14,258 Unvested performance restricted share units — 1,095,000 407,000 1,095,000 Warrants — 1,713,799 7,202,878 1,713,799 Exchangeable Notes — 53,087,634 17,733,806 53,087,634 Total — 57,079,582 40,724,157 57,079,582 Segment and Other Information The Company determines and presents operating segments based on the information that is internally provided to the Chief Executive Officer and Chief Financial Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting single The distribution of total operating expenses by geographical area was as follows: Three Months Ended June 30, Six Months Ended June 30, Operating expenses 2021 2020 2021 2020 Ireland $ 4,192 $ 5,641 $ 8,110 $ 15,072 U.S. 2,794 2,612 4,678 6,075 Bermuda 1 — 46 — Total $ 6,987 $ 8,253 $ 12,834 $ 21,147 The distribution of long-lived assets by geographical area was as follows: Long-lived assets June 30, 2021 December 31, 2020 Ireland $ 7,689 $ 8,101 U.S. 1,894 2,971 Total $ 9,583 $ 11,072 Royalty-Linked Notes On recognition, the RLNs qualified as debt instruments under ASC 470, Debt In January 2021, the RLNs were exchange listed, and therefore, derivative accounting has been applied in accordance with ASC 815 Derivatives and Hedging, fair value 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 and six months ended June 30, 2021 and 2020, or to the Company’s net deferred tax assets as of June 30, 2021. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes for the Company on 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. for the Company on In October 2020, the FASB issued ASU 2020-10, Codification Improvements, Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies an issuer’s accounting for modifications or exchanges of freestanding written call options that remain equity-classified after modification. The ASU 2021-04 is effective for all entities for interim and annual periods in fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period, as of the beginning of that fiscal year. The Company is assessing what impact ASU 202 1 -0 4 will have on the condensed consolidated financial statements . |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. June 30, 2021 Assets Total Level 1 Level 2 Level 3 Short-term investments $ 54,867 54,867 — — Other asset – advance payment to supplier 3,254 — — 3,254 Total $ 58,121 $ 54,867 $ — $ 3,224 December 31, 2020 Assets Total Level 1 Level 2 Level 3 Other asset – advance payment to supplier $ 3,357 $ — $ — $ 3,357 See Note 4 for details on the short-term investments. The other asset above relates to advance payments made to a supplier that were recorded at fair value using DCF analysis as of June 30, 2021 and December 31, 2020. The fair value measurements of these advance payments were determined based on significant unobservable inputs, including a discount rate of 21% as of June 30, 2021 and December 31, 2020, 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 debt, Exchangeable Notes, Derivative liability and RLNs. The Company’s long-term debt was carried at amortized cost on the condensed consolidated balance sheet as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: June 30, 2021 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 4,845 $ 4,845 — 4,845 — Exchangeable Notes Long-term exchangeable note 5,339 8,414 — 8,414 — Derivative liability - exchange option and change of control 21,864 21,864 — — 21,864 Revenue Futures Current portion of royalty linked notes 190 190 — — 190 Long-term royalty linked notes, less current portion 15,315 15,315 — — 15,315 Total $ 47,553 $ 50,628 — 13,259 37,369 December 31, 2020 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 6,374 $ 6,374 — 6,374 — Long-term debt, less current portion 1,626 1,512 — 1,512 — Exchangeable Notes Long-term exchangeable note 20,836 31,493 — 31,493 — Derivative liability - exchange option and change of control 28,865 28,865 — — 28,865 Revenue Futures Current portion of royalty-linked notes 114 114 — — 114 Long-term royalty-linked notes, less current portion 13,389 16,379 — — 16,379 Total $ 71,204 $ 84,737 — 39,379 45,358 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 using 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 using 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 June 30, 2021 consist of the embedded exchange option and change of control premium contained in the Exchangeable Notes (see Note 9 - Debt) and a separate financial instrument, that was issued as part of the Units, the RLNs (see Note 10 – Royalty-Linked Notes). The exchange option and change of control premium met the criteria requiring these to be bifurcated and accounted for separately from the host debt in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives 1,286.1845 In the event of a fundamental change that is not a liquidation event (Fundamental Change), under the Exchangeable Note Indenture, the Company will be required to pay each holder of an Exchangeable Note the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note, in connection with such Fundamental Change, if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. The Derivative liability, representing the change of control feature, was recorded at a fair value of $3,725 at June 30, 2021. The fair value of each component of the Derivative liability was determined using the binomial option pricing model, and in the case of the change of control component, in combination with a DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the Derivative liability as of June 30, 2021 include the terms of the Exchangeable Notes Indenture, the Company’s share price and market capitalization, the expected annual volatility of the Company’s ordinary shares, management’s assumption regarding the probability of a fundamental change pursuant to the terms of the Exchangeable Notes Indenture, and the risk-free interest rate. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. The following table presents the changes in fair value of the Company's Derivative liability for the six months ended June 30, 2021: Balance at December 31, 2020 $ 28,865 Conversion of Exchangeable Notes (80,512 ) Adjustment to fair value 73,511 Balance at June 30, 2021 $ 21,864 The following summary table shows the assumptions used in the binomial option pricing model to estimate the fair value of the Derivative liabilities: June 30, 2021 December 31, 2020 Share price $ 1.270 $ 0.989 Market capitalization $ 231,894,738 $ 48,887,287 Volatility 110 % 120 % Risk-free interest rate 0.59 % 0.26 % Dividend rate 0 % 0 % The additional significant assumption used in the DCF model, to estimate the fair value of the change of control feature at June 30, 2021, was management’s assumption regarding the probability of a fundamental change pursuant to the terms of the Exchangeable Notes Indenture. The RLN liability is carried at fair value on the condensed consolidated balance sheet as of June 30, 2021 (amortized cost as of December 31, 2020) (see Note 10 – Royalty-Linked Notes). The total fair value of $15,505 was determined using DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the RLNs were the terms of the RLN Indenture, the expected cash flows to be received by holders of the RLNs based on management’s revenue forecasts of U.S. sulopenem sales and a risk-adjusted discount rate to derive the net present value of expected cash flows. The RLNs will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). There have been no transfers of assets or liabilities between the fair value measurement levels. |
Short-term Investments
Short-term Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Short-term Investments | 4. Short-term Investments The Company classifies its short-term investments as available for sale. Short-term investments comprise highly liquid investments with minimum “A-” rated securities and as at period-end consist of corporate entity commercial paper with maturities of more than three months at the date of purchase. Short-term investments as of June 30, 2021 have an average maturity of 0.81 years. The investments are reported at fair value with unrealized gains or losses recorded in the condensed consolidated statements of operations and comprehensive loss. Any differences between the cost and fair value of investments are represented by unrealized gains or losses. The fair value of short-term investments is represented by Level 1 fair value measurements – quoted prices in active markets for identical assets. The following table represents the Company’s available for sale short-term investments by major security type as of June 30, 2021: Maturity by period Cost Unrealized Unrealized Fair Value Less than 1 1 to 5 Available for sale Total gains (losses) Total year years Commercial paper $ 55,063 9 (205 ) 54,867 35,737 19,130 The Company did not hold any short-term investments as of December 31, 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: June 30, 2021 December 31, 2020 Refundable FDA filing fee (1) $ — $ 2,876 Short-term deposits 2,288 2,360 Prepaid insurance 1,344 415 Research and development tax credit receivable 677 801 Interest receivable 261 — Other prepaid assets 196 231 Prepaid research and development expenses 69 157 Value added tax receivable 56 64 Deferred financing expenses 37 — Total $ 4,928 $ 6,904 (1) FDA filing fee refund of $2,876 was received in January 2021 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, net Property and equipment and related accumulated depreciation are as follows: June 30, 2021 December 31, 2020 Leasehold improvements $ 592 $ 592 Furniture and fixtures 120 120 Laboratory equipment 86 86 Computer equipment 138 137 936 935 Less: accumulated depreciation (734 ) (514 ) $ 202 $ 421 Depreciation expense was $220 for the six months ended June 30, 2021 and $161 for the year ended December 31, 2020. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | 7. Leases The Company has entered into a number of operating leases, primarily for office space and commercial property. These leases have terms which range from six months to 17 years, and generally include an option to terminate or renew. The termination option can reduce the lease term for a period of 10 years, however the remaining lease term does not represent the early termination date as management have concluded that it is reasonably certain that the Company will not exercise this option. The renewal term can extend the lease term for an additional period of three years. This renewal option is represented in the remaining lease term as management have concluded that it is reasonably certain that the Company will exercise this renewal option. The renewal option on another lease was derecognized in the quarter as it is no longer reasonably certain that the option will be exercised, resulting in a reduction in the remaining term from seven to two years. Information related to the Company’s right-of-use assets and related lease liabilities is as follows: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Cash paid for operating lease liabilities $ 268 $ 253 $ 533 $ 586 Right-of-use assets obtained in exchange for new operating lease obligation — — — — June 30, 2021 December 31, 2020 Weighted-average remaining lease term 13.4 years 13.2 years Weighted-average discount rate 7.0 % 7.5 % 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”): June 30, 2021 December 31, 2020 Other assets $ 4,084 $ 5,261 Other current liabilities $ 666 $ 573 Other liabilities 3,818 5,172 Total lease liabilities $ 4,484 $ 5,745 Future lease payments included in the measurement of lease liabilities on the condensed consolidated balance sheet as of June 30, 2021 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended June 30, 2022 $ 947 2023 682 2024 445 2025 439 2026 326 Thereafter 3,829 $ 6,668 Less imputed interest (2,184 ) Total lease liabilities $ 4,484 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses consist of the following: June 30, 2021 December 31, 2020 Accrued payroll and bonus expenses $ 523 $ 966 Accrued other expenses 397 614 Accrued clinical trial costs 53 144 Accrued manufacturing expenses 300 105 Total $ 1,273 $ 1,829 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Secured Credit Facility On April 27, 2018, the Company’s subsidiaries, Iterum Therapeutics International Limited, Iterum Therapeutics US Holding Limited and Iterum Therapeutics US Limited (the Borrowers), entered into a loan and security agreement (Loan and Security Agreement) with SVB pursuant to which SVB agreed to lend the Borrowers up to $30,000 in two term loans. $15,000 of the secured credit facility was funded on closing. A second draw of up to $15,000 was available to the Company through October 31, 2019, upon satisfaction of either of the following: (i) the achievement by the Company of both non-inferiority and superiority primary endpoints from its Phase 3 uncomplicated urinary tract infection (uUTI) trial, as well as reporting satisfactory safety data from the trial, or (ii) the achievement of non-inferiority primary endpoints from both its Phase 3 uUTI and complicated urinary tract infection (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 $3,103 were made during the six months ended June 30, 2021. 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 initial public offering (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 12.51% as of June 30, 2021. The Company recognized $164 and $374 of interest expense related to the loan agreement during the three and six months ended June 30, 2021, respectively, including $42 and $102 related to the accretion of the debt discounts and deferred financing costs during the three and six months ended June 30, 2021, respectively and $366 and $776 of interest expense related to the loan agreement during the three and six months ended June 30, 2020, respectively, including $113 and $229 related to the accretion of the debt discounts and deferred financing costs during the three and six months ended June 30, 2020, respectively. In connection with the Private Placement, Iterum Bermuda was joined as a party to the Loan and Security Agreement as a borrower and the Loan and Security Agreement was amended on January 16, 2020 to, among other things, modify the definition of subordinated debt to include the RLNs and Exchangeable Notes. 2025 Exchangeable Notes On January 21, 2020, the Company completed a Private Placement pursuant to which its wholly owned subsidiary, Iterum Bermuda issued and sold $51.6 million aggregate principal amount of 6.500% Exchangeable Notes and $0.1 million aggregate principal amount of RLNs, to a group of accredited investors. On September 8, 2020, the Company completed a Rights Offering pursuant to which Iterum Bermuda issued and sold $0.2 million aggregate principal amount of 6.500% Exchangeable Notes and $0.02 million aggregate principal amount of RLNs, to existing shareholders. The Securities were sold in Units with each Unit consisting of an Exchangeable Note in the original principal amount $1,000 and 50 RLNs. The Units were sold at a price of $1,000 per Unit. At any time on or after January 21, 2021, subject to specified limitations, the Exchangeable Notes are exchangeable for the Company’s ordinary shares, cash or a combination of ordinary shares and cash, at the Company’s election, at an exchange rate of 1,286.1845 In addition, the Exchangeable Notes will become due and payable by the Company upon the occurrence of a Fundamental Change as defined in the Exchangeable Notes Indenture. The Company will be required to pay 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, plus any accrued and unpaid interest. The Company evaluates its debt and equity issuances to determine if those contracts, or embedded components of those contracts, qualify as derivatives under ASC 815-15, Derivatives and Hedging The fair value of the Derivative liability related to the Private Placement on January 21, 2020 was $27,038, and the fair value of the Derivative liability related to the Rights Offering was $82, both of which were recorded as a reduction to the book value of the host debt contract. This debt discount is being amortized to interest expense over the term of the debt using the effective interest method. Transaction costs amounting to $2,815 were allocated to the exchange option. These costs are reflected in financing transaction costs in the condensed consolidated statements of operations and comprehensive loss in the year ended December 31, 2020. Transaction costs amounting to $2,814 were allocated to the debt host and capitalized in the host debt book value. In circumstances where the embedded exchange option in a convertible instrument is required to be bifurcated, and there are other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within twelve months of the balance sheet date. The Company determined that all other features of the Exchangeable Notes were clearly and closely associated with a debt host and did not require bifurcation as a Derivative liability. The initial value of the Exchangeable Notes on inception, net of transaction costs, was $9,891. The Company recognized $232 and $668 of interest expense related to the Exchangeable Notes during the three and six months ended June 30, 2021, respectively and $827 and $1,479 of interest expense related to the Exchangeable Notes during the three and six months ended June 30, 2020. The Company recognized $603 and $1,711 related to the amortization of the debt discounts and deferred financing costs during the three and six months ended June 30, 2021, respectively, and $2,013 and $3,602 related to the amortization of the debt discounts and deferred financing costs during the three and six months ended June 30, 2020, respectively. These amounts are recorded in interest expense, net in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021 and June 30, 2020. The balance of the Exchangeable Notes as of June 30, 2021 is as follows: June 30, 2021 Principal Accrued Interest January 2020 $1,000 Exchangeable Notes exchangeable into ordinary shares at $0.7775 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 3,840 September 2020 $1,000 Exchangeable Notes exchangeable into ordinary shares at $0.7775 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) 220 8 Conversion of $1,000 Exchangeable Notes exchangeable into ordinary shares at $0.7775 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) (39,201 ) (2,697 ) 2025 Exchangeable Notes, net 12,607 1,151 Unamortized discount and debt issuance costs (8,419 ) — 2025 Exchangeable Notes, net $ 4,188 $ 1,151 Payment Protection Program On April 3, 2020, the SBA launched the Program following the signing of the CARES Act on March 27, 2020. On April 30, 2020, the Borrower entered into the PPP loan with the Lender under the Program, pursuant to the Company receiving a PPP loan of $744 with a fixed 1% annual interest rate and a maturity of two years. Under the terms of the agreement, there shall be no payments due by the Company until after 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 PPP loan by the maturity date. The SBA forgave $340 of the loan in November 2020. Monthly amortization payments on the remaining loan balance of $404 began in December 2020 and total principal repayments of $154 were made during the six months ended June 30, 2021. The Company recognized $1 and $1 of interest expense related to the loan agreement during the three and six months ended June 30, 2021. Scheduled principal payments on outstanding debt, including principal amounts owed to RLN holders (see Note 10 – Royalty-Linked Notes), as of June 30, 2021, for the following five fiscal years and thereafter were as follows: Year Ending June 30, (unaudited) 2022 $ 4,879 2023 — 2024 — 2025 12,607 2026 — Thereafter 104 Total $ 17,590 |
Royalty-Linked Notes
Royalty-Linked Notes | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Royalty-Linked Notes | 10. Royalty-Linked Notes Liability Related to Sale of Future Royalties On January 21, 2020, as part of the Private Placement, the Company issued 2,579,400 RLNs to a group of accredited investors. On September 8, 2020, as part of the Rights Offering, the Company issued 11,000 RLNs to existing shareholders. The RLNs will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of the Company’s net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless the Company receives FDA approval for one or more specified sulopenem products prior to December 31, 2025 and the Company earns net revenues on such product. If any portion of the principal amount of the outstanding RLNs, equal to $0.04 per RLN, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that the Company has not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The RLNs will earn default interest if the Company breaches certain obligations under the RLN Indenture (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). The RLNs will be redeemable at the Company’s option, subject to the terms of the RLN Indenture. In accordance with exceptions allowed under ASC 815-10, Derivatives and Hedging Debt The note proceeds from both the Private Placement and subsequent Rights Offering were allocated based on the relative fair value of the debt instrument, less transactions costs amounting to $1,239, as debt discounts. The Company imputed interest on the amortized cost of the liability using an estimated effective interest rate of 31.7% up to the date of the change in measurement. Payments to the noteholders in each period, related to future sales of sulopenem, would offset the liability. Subsequent to recognition of the RLN in accordance with ASC 815, Derivatives and Hedging , in January 2021, the fair value of the RLN is determined using DCF analysis The Company periodically assesses the revenue forecasts of the specified sulopenem products and the related payments. Subsequent to the listing of the RLNs on the Bermuda Stock Exchange in January 2021, t he Company recognized the remaining unaccreted interest balance of $1,204 related to debt discounts and deferred financing costs under ASC 470, Debt, in the condensed consolidated statements of operations and comprehensive loss. The fair value of the RLNs as of June 30, 2021 is as follows: June 30, 2021 Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 798 Total liability related to the sale of future royalties at June 30, 2021 15,505 Current Portion 190 Long-term Portion $ 15,315 |
Shareholders' Equity _ (Deficit
Shareholders' Equity / (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity / (Deficit) | 11. Shareholders’ Equity / (Deficit) The following tables present a reconciliation of the Company’s beginning and ending balances in shareholders’ equity / (deficit) for the six months ended June 30, 2021 and 2020: Total Shareholders' Equity / (Deficit) Shareholders' deficit at January 1, 2021 $ (50,559 ) Share-based compensation expense 840 Issuance of ordinary shares, net 68,161 Issuance of warrants for ordinary shares 6,199 Exercise of warrants for ordinary shares 15,289 Issuance of ordinary shares on conversion of exchangeable notes 98,388 Net loss (91,123 ) Shareholders' equity at June 30, 2021 $ 47,195 Total Shareholders' Deficit Shareholders' deficit at January 1, 2020 $ (26,238 ) Share-based compensation expense 1,783 Issuance of ordinary shares, net 2,564 Issuance of warrants for ordinary shares 1,723 Net loss (28,621 ) Shareholders' deficit at June 30, 2020 $ (48,789 ) The Company’s capital structure consists of ordinary shares and undesignated preferred shares. Under Irish law, the Company is prohibited from allotting shares without consideration. Accordingly, at least the nominal value of the shares issued underlying any warrant, 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 June 3, 2020, the Company entered into the June 3 SPA with the June 3 Purchasers pursuant to which the Company issued and sold, in the June 3 Offering, an aggregate of 2,971,770 ordinary shares, $0.01 nominal value per share, at a purchase price per share of $1.6825, for aggregate gross proceeds to the Company of $5.0 million and net proceeds of $4.3 million after deducting fees payable to the placement agent and other offering expenses payable by the Company. The closing date of the June 3 Offering was June 5, 2020. On June 30, 2020, the Company entered into the June 30 SPA with the June 30 Purchasers pursuant to which the Company issued and sold, in the June 30 Offering, an aggregate of 3,372,686 ordinary shares, $0.01 nominal value per share, at a purchase price per share of $1.4825, for aggregate gross proceeds to the Company of $5.0 million and net proceeds of $4.2 million after deducting fees payable to the placement agent and other offering expenses payable by the Company. The closing date of the June 30 Offering was July 2, 2020. On October 27, 2020, the Company completed the October Offering in which it sold an aggregate of (i) 15,511,537 ordinary shares, $0.01 nominal value per share, (ii) pre-funded warrants exercisable for an aggregate of 11,411,539 ordinary shares and (iii) warrants exercisable for an aggregate of 20,192,307 ordinary shares. The ordinary shares and pre-funded warrants were each offered together with the warrants, but the ordinary shares and pre-funded warrants were issued separately from the warrants. The combined offering price was $0.65 per ordinary share and warrant and $0.64 per pre-funded warrant and warrant. Aggregate gross proceeds to the Company from the October Offering were $17.4 million and net proceeds were $15.5 million after deducting fees payable to the placement agent and other offering expenses payable by the Company. On February 3, 2021, the Company entered into the Underwriting Agreement pursuant to which it issued and sold 34,782,609 ordinary shares, $0.01 nominal value per share, at a public offering price per share of $1.15. The February Underwritten Offering closed on February 8, 2021. Pursuant to the Underwriting Agreement, the Company granted the underwriter an option for a period of 30 days to purchase up to an additional 5,217,391 ordinary shares on the same terms and conditions, which the underwriter exercised in full on February 10, 2021. This exercise increased the total number of ordinary shares sold by the Company in the offering to 40,000,000 shares, which resulted in aggregate gross proceeds of $46.0 million and net proceeds of $42.1 million after deducting underwriting discounts and commissions and other offering expenses. On February 9, 2021, the Company completed the February Registered Direct Offering, pursuant to which the Company issued and sold an aggregate of 17,500,000 ordinary shares, $0.01 nominal value per share, at a purchase price per share of $2.00, for aggregate gross proceeds of $35.0 million and net proceeds of $32.2 million after deducting placement agent fees and other offering expenses. The closing date of the February Registered Direct Offering was February 12, 2021. The Company offered the ordinary shares in the June 3 Offering, June 30 Offering, February Underwritten Offering and February Registered Direct Offering pursuant to its universal shelf registration statement on Form S-3. Beginning on January 21, 2021 to June 30, 2021, certain noteholders of $39.2 million aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of 53,888,331 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes . The aggregate principal amount of Exchangeable Notes outstanding as of June 30, 2021 was $12.6 million. At the Company’s annual general meeting of shareholders on June 10, 2020, the Company’s shareholders approved an increase of 100,000,000 ordinary shares of $0.01 par value each At the Company’s extraordinary general meeting of shareholders o n The Company has authorized ordinary shares of 300,000,000 ordinary shares of $0.01 par value each as of June 30, 2021. The holders of ordinary shares are entitled to one vote for each share held. The holders of ordinary shares currently have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares Warrants to purchase Ordinary Shares In connection with the initial drawdown under the Loan and Security Agreement, the Company issued SVB and LSF warrants to purchase an aggregate of 19,890 Series B convertible preferred shares (which converted into warrants to purchase 19,890 ordinary shares upon the Company’s IPO) at an exercise price of $18.85 per share. In connection with the June 3 Offering completed on June 5, 2020, pursuant to the June 3 SPA, in a concurrent private placement, the Company issued and sold to the June 3 Purchasers warrants to purchase up to 1,485,885 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $1.62 per ordinary share, subject to adjustment in certain circumstances, and will expire on December 5, 2025. Warrants to purchase 208,023 ordinary shares, amounting to 7% of the ordinary shares issued under the June 3 SPA, were issued to designees of the placement agent on the closing of the June 3 Offering. Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $2.1031 per ordinary share and will expire on June 3, 2025. In connection with the June 30 Offering completed on July 2, 2020, pursuant to the June 30 SPA, in a concurrent private placement, the Company has also issued and sold to the June 30 Purchasers warrants to purchase up to 1,686,343 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $1.42 per ordinary share, subject to adjustment in certain circumstances, and will expire on January 2, 2026. Warrants to purchase 236,088 ordinary shares, amounting to 7% of the ordinary shares issued under the June 30 SPA, were issued to designees of the placement agent on closing of the June 30 Offering. Upon closing, the warrants issued to such designees were exercisable immediately at an exercise price of $1.8531 per ordinary share and will expire on June 30, 2025. As of June 30, 2021, warrants issued in connection with the June 30 Offering had been exercised for 1,264,757 ordinary shares, for net proceeds of $1.8 million. In connection with the October Offering, the Company issued and sold warrants to purchase up to 20,192,307 ordinary shares. Upon closing, the warrants became exercisable immediately at an exercise price of $0.65 per ordinary share, subject to adjustment in certain circumstances, and will expire on October 27, 2025. Warrants to purchase 1,884,615 ordinary shares, which represents a number of ordinary shares equal to 7.0% of the aggregate number of ordinary shares and pre-funded warrants sold in the October Offering In connection with the February Underwritten Offering, the Company issued to the underwriter’s designees warrants to purchase 2,434,783 ordinary shares, amounting to 7.0% of the aggregate number of ordinary shares sold in the February Underwritten Offering which closed on February 8, 2021. The warrants issued to such designees have an exercise price of $1.4375 per ordinary share, were exercisable upon issuance and will expire on February 3, 2026. As of June 30, 2021, warrants issued in connection with the February Underwritten Offering had been exercised for 380,000 ordinary shares, for net proceeds of $0.5 million. The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 8, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.48 % Share price $ 1.54 Fair value of warrants issued $ 1.27 In connection with the February Underwritten Offering, the Company granted the underwriter an option for a period of 30 days to purchase an additional 5,217,391 ordinary shares. Upon the underwriter’s exercise of its option, on February 10, 2021, the Company issued warrants to purchase an additional 365,217 ordinary shares to the underwriter’s designees, amounting to 7.0% of the aggregate number of additional ordinary shares sold pursuant to the underwriter’s option. The warrants issued to such designees have an exercise price of $1.4375 per ordinary share, were exercisable upon issuance and will expire on February 3, 2026. The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 10, 2021 Volatility 120 % Expected term in years 4.98 Dividend rate 0 % Risk-free interest rate 0.46 % Share price $ 2.73 Fair value of warrants issued $ 2.32 In connection with the February Registered Direct Offering which closed on February 12, 2021, w arrants to purchase 1,225,000 ordinary shares, amounting to 7.0% of the aggregate number of ordinary shares issued under the February SPA, were issued to designees of the placement agent upon closing. The warrants issued to such designees were exercisable upon issuance at an exercise price of $2.50 per ordinary share and will expire on February 9, 2026. The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 12, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.50 % Share price $ 2.26 Fair value of warrants issued $ 1.84 Undesignated Preferred Shares The Company has authorized 100,000,000 undesignated preferred shares of $0.01 par value each as of June 30, 2021. 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. There were no designated preferred shares in issue as of June 30, 2021 or December 31, 2020. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 12. Share-Based Compensation On November 18, 2015, the Company’s Board of Directors adopted and approved the 2015 Equity Incentive Plan (the 2015 Plan), which authorized the Company to grant up to 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 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 ordinary shares to the number of ordinary shares available to be granted pursuant to the 2018 Plan, being just under 4% of the total number of the Company’s ordinary shares outstanding shares on December 31, 2019, in accordance with the terms of the 2018 Plan. On June 10, 2020, at the Company’s annual general meeting of shareholders, the shareholders approved and adopted an amended and restated 2018 Plan which, among other things includes an increase of 2,250,000 ordinary shares in the number of ordinary shares reserved for issuance under the 2018 Plan. On June 23, 2021, at the Company’s annual general meeting of shareholders, the shareholders approved and adopted an amended and restated 2018 Plan which, among other things includes an increase of 15,000,000 ordinary shares in the number of ordinary shares reserved for issuance under the 2018 Plan. Share Options The Company granted 13,374,412 and 64,840 share options to employees and directors during the six months ended June 30, 2021 and 2020, respectively, under the 2018 Plan. There were 13,516,250 and 550,521 unvested employee options outstanding as of June 30, 2021 and June 30, 2020, respectively. Total expense recognized related to employee share options was $277 and $441 for the three and six months ended June 30, 2021, respectively, and $316 and $663 for the three and six months ended June 30, 2020, respectively. Total unamortized compensation expense related to employee share options was $23,927 and $2,336 as of June 30, 2021 and June 30, 2020, respectively, which is expected to be recognized over a remaining average vesting period of 3.92 years and 2.09 years as of June 30, 2021 and June 30, 2020, respectively. The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Six months ended 2021 June 30, 2020 Volatility 120 % 90.3% - 99.5% Expected term in years 5.5 - 6.25 5.5 - 6.25 Dividend rate 0 % 0% Risk-free interest rate 0.90% - 1.29% 0.18% - 0.78% Share price $1.99 - $2.01 $1.68 - $2.03 Fair value of option on grant date $1.70 - $1.75 $1.27 - $1.52 The following table summarizes the number of options outstanding and the weighted-average exercise price as of June 30, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value (in thousands) Options outstanding December 31, 2020 953,377 $ 7.36 5.41 $ — Granted 13,374,412 2.01 Exercised — Forfeited — Expired (262,644 ) $ 8.55 Options outstanding June 30, 2021 14,065,145 $ 2.25 9.83 $ — Exercisable at June 30, 2021 (unaudited) 548,895 $ 6.72 6.76 $ — Restricted Share Units (RSUs) The Company granted 1,345,328 RSUs to employees and directors during the six months ended June 30, 2021. No RSUs were granted to employees and directors during the six months ended June 30, 2020. 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 June 30, 2021: Number of Shares Weighted Average Grant Date Fair Value per Share RSUs outstanding December 31, 2020 — Granted 1,345,328 $ 1.60 Shares vested (30,000 ) $ 1.60 Forfeited — RSUs outstanding June 30, 2021 1,315,328 $ 1.60 The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, which is generally one year for directors and two years for employees. Total expense recognized related to the RSUs was $282 and $364 for the three and six months ended June 30, 2021, respectively, and $38 and $62 for the three and six months ended June 30, 2020, respectively. Total unamortized compensation expense related to RSUs was $1,771 as of June 30, 2021, which is expected to be recognized over a remaining average vesting period of 1.57 years as of June 30, 2021. No RSUs, which are subject to certain performance-based vesting conditions (Performance RSUs), were awarded to employees or directors during the six months ended June 30, 2021. The Company awarded 1,079,000 Performance RSUs to certain employees during the six months ended June 30, 2020. 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 June 30, 2021: Number of Shares Weighted Average Grant Date Fair Value per Share Performance RSUs outstanding December 31, 2020 983,000 $ 2.20 Granted — Shares vested (478,500 ) $ 2.08 Expired (97,500 ) $ 2.08 Performance RSUs outstanding June 30, 2021 407,000 $ 2.39 The weighted average grant date fair value of Performance RSUs with a market condition was determined using the Monte Carlo simulation model. The fair value of Performance RSUs is expensed evenly over the vesting period. No expense was recognized related to Performance RSUs for the three months ended June 30, 2021, total expense recognized related to Performance RSUs was $35 for the six months ended June 30, 2021 and $832 and $1,058 for the three and six months ended June 30, 2020, respectively. All RSUs were fully expensed as of June 30, 2021. Total unamortized compensation expense related to Performance RSUs was $1,247 as of June 30, 2020, which is expected to be recognized over a remaining average vesting period of 0.45 years as of June 30, 2020. The Company’s share-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (unaudited) (unaudited) Research and development expense $ 169 $ 367 $ 178 $ 580 General and administrative expense 390 819 662 1,203 There was a total of $25,698 and $3,583 unamortized share-based compensation expense for options, RSUs and Performance RSUs as of June 30, 2021 and June 30, 2020, respectively, which is expected to be recognized over a remaining average vesting period of 3.62 years and 0.99 years as of June 30, 2021 and June 30, 2020, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. 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 June 30, 2021 and December 31, 2020, the Company has net operating loss carryforwards in Ireland which result in tax benefits of approximately $31,807 and $30,261, 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 | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies License Agreement On November 18, 2015, the Company entered into a license agreement with Pfizer for the worldwide exclusive rights to research, develop, manufacture and commercialize sulopenem (the Pfizer License). As part of the Pfizer License, the Company is obligated to pay Pfizer potential future regulatory milestone payments as well as sales milestones upon achievement of net sales ranging from $250.0 million to $1.0 billion for each product type. The Company is also obligated to pay Pfizer royalties ranging from a single-digit to mid-teens percentage based on marginal net sales of each licensed product. Royalty-Linked Notes On January 21, 2020, as part of the Private Placement, the Company issued 2,579,400 RLNs to a group of accredited investors. On September 8, 2020, as part of the Rights Offering, the Company issued 11,000 RLNs to existing shareholders. The RLNs will entitle the holders thereof to payments, at the applicable payment rate, based solely on a percentage of the Company’s net revenues from U.S. sales of specified sulopenem products earned through December 31, 2045, but will not entitle the holders thereof to any payments unless the Company receives FDA approval for one or more specified sulopenem products prior to December 31, 2025 and the Company earns net revenues on such product. If any portion of the principal amount of the outstanding RLNs, equal to $0.04 per RLN, has not been paid as of the end date on December 31, 2045 (or December 31, 2025, in the event that the Company has not yet received FDA approval with respect to one or more specified sulopenem products by such date), Iterum Bermuda must pay the unpaid portion of the principal amount. The RLNs will earn default interest if the Company breaches certain obligations under the RLN Indenture (but do not otherwise bear interest) and will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). The RLNs will be redeemable at the Company’s option, subject to the terms of the RLN Indenture. Legal Proceedings On August 5, 2021, a class putative action lawsuit was filed against the Company, its Chief Executive Officer and Chief Financial Officer in the United States District Court for the Northern District of Illinois. The complaint purports to be brought on behalf of shareholders who purchased the Company's securities between November 30, 2020 and July 23, 2021. The complaint generally alleges that the defendants violated Section 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making purportedly material misstatements or omissions concerning the Company's submission of its NDA to the FDA for marketing approval of oral sulopenem for the treatment of uUTIs in patients with a quinolone non-susceptible pathogen and the likelihood of such approval. The complaint seeks, among other things, unspecified damages, attorneys' fees, expert fees and other costs. The Company denies any and all allegations of wrongdoing and believes the defendants have valid defenses against these claims and, therefore, intends to vigorously defend against this lawsuit. Other Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date the Company evaluates whether or not a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings. The Company has no contingent liabilities in respect of legal claims arising in the ordinary course of business. Under the terms of their respective employment agreements, each of the named executive officers is eligible to receive severance payments and benefits upon a termination without “cause” 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 | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | 15. Condensed Consolidating Financial Statements On January 21, 2020, the Company completed a Private Placement pursuant to which its wholly owned subsidiary, Iterum Bermuda, issued and sold $51.6 million aggregate principal amount of Exchangeable Notes RLNs 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 and no assets or operations other than those related to the issuance, administration and repayment of the Exchangeable Notes and RLNs. Iterum Therapeutics plc, as the parent company, has no independent assets or operations, and its operations are conducted solely through its subsidiaries. The assets, liabilities and results of operations of the Company, Iterum Bermuda and Iterum Therapeutics International Limited, Iterum Therapeutics US Holding Limited and Iterum Therapeutics US Limited (the Subsidiary Guarantors) are not materially different than the corresponding amounts presented in the consolidated financial statements of this Quarterly Report on Form 10-Q. The Company and the Subsidiary Guarantors have provided a full and unconditional guarantee of Iterum Bermuda’s obligations under the Exchangeable Notes and the RLNs, and each of the guarantees constitutes the joint and several obligations of the applicable guarantor. The Subsidiary Guarantors are 100% directly or indirectly owned subsidiaries of the Company. There are no significant restrictions upon the Company’s or the Subsidiary Guarantors’ ability to obtain funds from their subsidiaries by dividend or loan. None of the assets of Iterum Bermuda or the Subsidiary Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company received a CRL from the FDA on July 23, 2021 in respect of its NDA. The CRL provided that the FDA had completed its review of the NDA and had determined that it could not approve the NDA in its present form. The CRL further provided that additional data are necessary to support approval of oral sulopenem for the treatment of adult women with uUTIs caused by designated susceptible microorganisms proven or strongly suspected to be non-susceptible to a quinolone and recommended that the Company conduct at least one additional adequate and well-controlled clinical trial, potentially using a different comparator drug. Additionally, the FDA recommended that the Company conduct further non-clinical investigation to determine the optimal dosing regimen, although the FDA stated that this recommendation does not raise an approvability issue. The Company plans to have a meeting with the FDA There can be no assurance that the Company will be in a position to resolve the matters set forth in the CRL, that we will be able to design, initiate and complete the future clinical trial and potential non-clinical studies intended to support a resubmission of our NDA, or that any data generated by future clinical and potential non-clinical investigation will be adequate to support resubmission or approval of our NDA. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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, warrants, debt raised under financing arrangements with SVB including the PPP loan, payments received under the CARB-X program and the proceeds of the Private Placement and Rights Offering. The Company has incurred operating losses since inception, including net losses of $91,123 and $28,621 for the six months ended June 30, 2021 and 2020, respectively, and a net loss of $52,006 for the year ended December 31, 2020. The Company had an accumulated deficit of $378,052 as of June 30, 2021 and expects to continue to incur net losses for the foreseeable future. Management believes that its cash and cash equivalents balance of $36,573 and short-term investments balance of $54,867 at June 30, 2021 are sufficient to fund operations for at least one year from the date the condensed consolidated financial statements are issued. In making this assessment management have considered the planned operations of the company and the ability to adjust its plans if required. In addition, in parallel, the Company is evaluating its corporate, strategic, financial and financing alternatives, with the goal of maximizing value for its stakeholders. These alternatives could potentially include the licensing, sale or divestiture of the Company’s assets or proprietary technologies, a sale of the Company, a merger or other business combination or another strategic transaction involving the Company. The evaluation of corporate, strategic, financial and financing alternatives may not result in any particular action or any transaction being pursued, entered into or consummated, and there is no assurance as to the timing, sequence or outcome of any action or transaction or series of actions or transactions. |
COVID-19 Global Pandemic | COVID-19 Global Pandemic The global impact of the COVID-19 pandemic 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. The Company may experience an impact to the timelines of any potential additional clinical and non-clinical development for sulopenem due to the worldwide spread of COVID-19. 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 its 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. COVID -19 has not yet had a significant impact on the Company’s day to day operations but there can be no assurance that the continued spread of COVID-19 and the responsive measures taken to date will not impact patient enrolment on our ongoing Phase 1 clinical trial related to pediatric indications and the initiation of and enrolment on any additional clinical trial(s) conducted in response to the Complete Response Letter ( CRL ) . Additionally, the COVID-19 pandemic could impact the FDA’s regulatory review process, including delays in the planned Type A meeting to identify the next steps as to the potential additional clinical and non-clinical work to support the potential resubmission of the New Drug Application ( NDA ) for approval of oral sulopenem following receipt of the CRL, other meetings related to planned or completed clinical trials , and ultimately the review and approval of our product candidates. Management is actively monitoring the global situation and its possible effects on its financial condition, liquidity, suppliers, industry, and operations including manufacturing, clinical trials 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, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 have been prepared by the Company pursuant to the rules and regulations of the 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, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021. 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 June 30, 2021, and results of operations for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020 have been made. The results of operations for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. |
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 share-based compensation awards, and the valuation of the RLNs and the 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 option pricing |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash balances and highly liquid investments with maturities of three months or less at the date of purchase. Accounts held at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation up to $250, while accounts held at Irish financial institutions are insured under the Deposit Guarantee Scheme up to $119 (€100). Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. Included within restricted cash on the Company’s condensed consolidated balance sheet is a certificate of deposit for $60 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 7 - Leases). Also included within restricted cash on the Company’s condensed consolidated balance sheet is $17 relating to the warrants issued on June 5, 2020 pursuant to the June 3 SPA, $6 relating to the warrants issued on July 2, 2020 pursuant to the June 30 SPA and $11 relating to warrants issued in the October Offering. On the closing date of each of the June 3 Offering, June 30 Offering and October Offering, each investor deposited $0.01 per warrant issued being the nominal value of the underlying ordinary share represented by each warrant. This amount will be held in trust by the Company pending a decision by the relevant investor to exercise the warrant by means of a "cashless exercise" pursuant to the terms of the warrant, in which case the $0.01 will be used to pay up the nominal value of the ordinary share issued pursuant to the warrant. Upon the exercise of the warrants other than by means of a "cashless exercise", the amount held in trust will be returned to the relevant investor in accordance with the terms of the applicable purchase agreement or prospectus. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has most of its cash, cash equivalents and short-term investments at two accredited financial institutions in the United States and Ireland, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Basic and diluted net loss per ordinary share is determined by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding during the period in accordance with Accounting Standard Codification (ASC) 260, Earnings per Share Three months ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Options to purchase ordinary shares — 1,168,891 14,065,145 1,168,891 Unvested restricted share units — 14,258 1,315,328 14,258 Unvested performance restricted share units — 1,095,000 407,000 1,095,000 Warrants — 1,713,799 7,202,878 1,713,799 Exchangeable Notes — 53,087,634 17,733,806 53,087,634 Total — 57,079,582 40,724,157 57,079,582 |
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 and Chief Financial Officer, who together are considered the Company’s chief operating decision maker, in accordance with ASC 280, Segment Reporting single The distribution of total operating expenses by geographical area was as follows: Three Months Ended June 30, Six Months Ended June 30, Operating expenses 2021 2020 2021 2020 Ireland $ 4,192 $ 5,641 $ 8,110 $ 15,072 U.S. 2,794 2,612 4,678 6,075 Bermuda 1 — 46 — Total $ 6,987 $ 8,253 $ 12,834 $ 21,147 The distribution of long-lived assets by geographical area was as follows: Long-lived assets June 30, 2021 December 31, 2020 Ireland $ 7,689 $ 8,101 U.S. 1,894 2,971 Total $ 9,583 $ 11,072 |
Royalty-Linked Notes | Royalty-Linked Notes On recognition, the RLNs qualified as debt instruments under ASC 470, Debt In January 2021, the RLNs were exchange listed, and therefore, derivative accounting has been applied in accordance with ASC 815 Derivatives and Hedging, fair value |
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 and six months ended June 30, 2021 and 2020, or to the Company’s net deferred tax assets as of June 30, 2021. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes for the Company on 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. for the Company on In October 2020, the FASB issued ASU 2020-10, Codification Improvements, Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies an issuer’s accounting for modifications or exchanges of freestanding written call options that remain equity-classified after modification. The ASU 2021-04 is effective for all entities for interim and annual periods in fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period, as of the beginning of that fiscal year. The Company is assessing what impact ASU 202 1 -0 4 will have on the condensed consolidated financial statements . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding | For the periods presented, the following ordinary shares underlying the options, unvested restricted share units, unvested performance restricted share units, warrants and the Exchangeable Notes have been excluded from the calculation because they would be anti-dilutive. Three months ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Options to purchase ordinary shares — 1,168,891 14,065,145 1,168,891 Unvested restricted share units — 14,258 1,315,328 14,258 Unvested performance restricted share units — 1,095,000 407,000 1,095,000 Warrants — 1,713,799 7,202,878 1,713,799 Exchangeable Notes — 53,087,634 17,733,806 53,087,634 Total — 57,079,582 40,724,157 57,079,582 |
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 June 30, Six Months Ended June 30, Operating expenses 2021 2020 2021 2020 Ireland $ 4,192 $ 5,641 $ 8,110 $ 15,072 U.S. 2,794 2,612 4,678 6,075 Bermuda 1 — 46 — Total $ 6,987 $ 8,253 $ 12,834 $ 21,147 |
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 June 30, 2021 December 31, 2020 Ireland $ 7,689 $ 8,101 U.S. 1,894 2,971 Total $ 9,583 $ 11,072 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. June 30, 2021 Assets Total Level 1 Level 2 Level 3 Short-term investments $ 54,867 54,867 — — Other asset – advance payment to supplier 3,254 — — 3,254 Total $ 58,121 $ 54,867 $ — $ 3,224 December 31, 2020 Assets Total Level 1 Level 2 Level 3 Other asset – advance payment to supplier $ 3,357 $ — $ — $ 3,357 |
Summary of Long-term Debt Carried at Amortized Cost on Condensed Consolidated Balance Sheet | The following table presents information about the Company’s debt, Exchangeable Notes, Derivative liability and RLNs. The Company’s long-term debt was carried at amortized cost on the condensed consolidated balance sheet as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value: June 30, 2021 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 4,845 $ 4,845 — 4,845 — Exchangeable Notes Long-term exchangeable note 5,339 8,414 — 8,414 — Derivative liability - exchange option and change of control 21,864 21,864 — — 21,864 Revenue Futures Current portion of royalty linked notes 190 190 — — 190 Long-term royalty linked notes, less current portion 15,315 15,315 — — 15,315 Total $ 47,553 $ 50,628 — 13,259 37,369 December 31, 2020 Book Approximate Liabilities Value Fair Value Level 1 Level 2 Level 3 Debt Current portion of long-term debt $ 6,374 $ 6,374 — 6,374 — Long-term debt, less current portion 1,626 1,512 — 1,512 — Exchangeable Notes Long-term exchangeable note 20,836 31,493 — 31,493 — Derivative liability - exchange option and change of control 28,865 28,865 — — 28,865 Revenue Futures Current portion of royalty-linked notes 114 114 — — 114 Long-term royalty-linked notes, less current portion 13,389 16,379 — — 16,379 Total $ 71,204 $ 84,737 — 39,379 45,358 |
Summary of Changes in Fair Value of Derivative Liability | The following table presents the changes in fair value of the Company's Derivative liability for the six months ended June 30, 2021: Balance at December 31, 2020 $ 28,865 Conversion of Exchangeable Notes (80,512 ) Adjustment to fair value 73,511 Balance at June 30, 2021 $ 21,864 |
Summary of Assumptions Used to Determine Fair Value of Options | The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Six months ended 2021 June 30, 2020 Volatility 120 % 90.3% - 99.5% Expected term in years 5.5 - 6.25 5.5 - 6.25 Dividend rate 0 % 0% Risk-free interest rate 0.90% - 1.29% 0.18% - 0.78% Share price $1.99 - $2.01 $1.68 - $2.03 Fair value of option on grant date $1.70 - $1.75 $1.27 - $1.52 |
Binomial Option Pricing Model | |
Summary of Assumptions Used to Determine Fair Value of Options | The following summary table shows the assumptions used in the binomial option pricing model to estimate the fair value of the Derivative liabilities: June 30, 2021 December 31, 2020 Share price $ 1.270 $ 0.989 Market capitalization $ 231,894,738 $ 48,887,287 Volatility 110 % 120 % Risk-free interest rate 0.59 % 0.26 % Dividend rate 0 % 0 % |
Short-term Investments (Tables)
Short-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Available for Sale Short-term Investments by Major Security Type | The following table represents the Company’s available for sale short-term investments by major security type as of June 30, 2021: Maturity by period Cost Unrealized Unrealized Fair Value Less than 1 1 to 5 Available for sale Total gains (losses) Total year years Commercial paper $ 55,063 9 (205 ) 54,867 35,737 19,130 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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: June 30, 2021 December 31, 2020 Refundable FDA filing fee (1) $ — $ 2,876 Short-term deposits 2,288 2,360 Prepaid insurance 1,344 415 Research and development tax credit receivable 677 801 Interest receivable 261 — Other prepaid assets 196 231 Prepaid research and development expenses 69 157 Value added tax receivable 56 64 Deferred financing expenses 37 — Total $ 4,928 $ 6,904 (1) FDA filing fee refund of $2,876 was received in January 2021 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment and Related Accumulated Depreciation | Property and equipment and related accumulated depreciation are as follows: June 30, 2021 December 31, 2020 Leasehold improvements $ 592 $ 592 Furniture and fixtures 120 120 Laboratory equipment 86 86 Computer equipment 138 137 936 935 Less: accumulated depreciation (734 ) (514 ) $ 202 $ 421 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 Six Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Cash paid for operating lease liabilities $ 268 $ 253 $ 533 $ 586 Right-of-use assets obtained in exchange for new operating lease obligation — — — — June 30, 2021 December 31, 2020 Weighted-average remaining lease term 13.4 years 13.2 years Weighted-average discount rate 7.0 % 7.5 % 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”): June 30, 2021 December 31, 2020 Other assets $ 4,084 $ 5,261 Other current liabilities $ 666 $ 573 Other liabilities 3,818 5,172 Total lease liabilities $ 4,484 $ 5,745 |
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 June 30, 2021 for the following five fiscal years and thereafter were as follows: Due in 12 month period ended June 30, 2022 $ 947 2023 682 2024 445 2025 439 2026 326 Thereafter 3,829 $ 6,668 Less imputed interest (2,184 ) Total lease liabilities $ 4,484 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: June 30, 2021 December 31, 2020 Accrued payroll and bonus expenses $ 523 $ 966 Accrued other expenses 397 614 Accrued clinical trial costs 53 144 Accrued manufacturing expenses 300 105 Total $ 1,273 $ 1,829 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Principal Payments on Outstanding Debt, Including Principal Amounts owed to RLN Holders | Scheduled principal payments on outstanding debt, including principal amounts owed to RLN holders (see Note 10 – Royalty-Linked Notes), as of June 30, 2021, for the following five fiscal years and thereafter were as follows: Year Ending June 30, (unaudited) 2022 $ 4,879 2023 — 2024 — 2025 12,607 2026 — Thereafter 104 Total $ 17,590 |
2025 Exchangeable Notes | |
Summary of Balance of Exchangeable Notes | The balance of the Exchangeable Notes as of June 30, 2021 is as follows: June 30, 2021 Principal Accrued Interest January 2020 $1,000 Exchangeable Notes exchangeable into ordinary shares at $0.7775 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) $ 51,588 $ 3,840 September 2020 $1,000 Exchangeable Notes exchangeable into ordinary shares at $0.7775 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) 220 8 Conversion of $1,000 Exchangeable Notes exchangeable into ordinary shares at $0.7775 per share, 6.5% interest, due January 31, 2025 (2025 Exchangeable Notes) (39,201 ) (2,697 ) 2025 Exchangeable Notes, net 12,607 1,151 Unamortized discount and debt issuance costs (8,419 ) — 2025 Exchangeable Notes, net $ 4,188 $ 1,151 |
Royalty-Linked Notes (Tables)
Royalty-Linked Notes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Royalty Linked Notes [Abstract] | |
Summary of Royalty-Linked Notes | The fair value of the RLNs as of June 30, 2021 is as follows: June 30, 2021 Total liability related to the sale of future royalties, on inception $ 10,990 Liability related to the sale of future royalties, arising from the Rights Offering 51 Amortization of discount and debt issuance costs 3,666 Adjustments to fair value 798 Total liability related to the sale of future royalties at June 30, 2021 15,505 Current Portion 190 Long-term Portion $ 15,315 |
Shareholders' Equity _ (Defic_2
Shareholders' Equity / (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Reconciliation of the Company's Beginning and Ending Balances in Shareholders' Equity / (Deficit) | The following tables present a reconciliation of the Company’s beginning and ending balances in shareholders’ equity / (deficit) for the six months ended June 30, 2021 and 2020: Total Shareholders' Equity / (Deficit) Shareholders' deficit at January 1, 2021 $ (50,559 ) Share-based compensation expense 840 Issuance of ordinary shares, net 68,161 Issuance of warrants for ordinary shares 6,199 Exercise of warrants for ordinary shares 15,289 Issuance of ordinary shares on conversion of exchangeable notes 98,388 Net loss (91,123 ) Shareholders' equity at June 30, 2021 $ 47,195 Total Shareholders' Deficit Shareholders' deficit at January 1, 2020 $ (26,238 ) Share-based compensation expense 1,783 Issuance of ordinary shares, net 2,564 Issuance of warrants for ordinary shares 1,723 Net loss (28,621 ) Shareholders' deficit at June 30, 2020 $ (48,789 ) |
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 June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. June 30, 2021 Assets Total Level 1 Level 2 Level 3 Short-term investments $ 54,867 54,867 — — Other asset – advance payment to supplier 3,254 — — 3,254 Total $ 58,121 $ 54,867 $ — $ 3,224 December 31, 2020 Assets Total Level 1 Level 2 Level 3 Other asset – advance payment to supplier $ 3,357 $ — $ — $ 3,357 |
Warrant | |
Schedule of Financial Assets Measured at Fair Value | The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 8, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.48 % Share price $ 1.54 Fair value of warrants issued $ 1.27 The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 10, 2021 Volatility 120 % Expected term in years 4.98 Dividend rate 0 % Risk-free interest rate 0.46 % Share price $ 2.73 Fair value of warrants issued $ 2.32 The Company has classified the warrants as equity in accordance with ASC 815. The fair value of the warrants was valued at issuance using the Black-Scholes option pricing model with the following assumptions: February 12, 2021 Volatility 120 % Expected term in years 4.99 Dividend rate 0 % Risk-free interest rate 0.50 % Share price $ 2.26 Fair value of warrants issued $ 1.84 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Assumptions Used to Determine Fair Value of Options | The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows: Six months ended 2021 June 30, 2020 Volatility 120 % 90.3% - 99.5% Expected term in years 5.5 - 6.25 5.5 - 6.25 Dividend rate 0 % 0% Risk-free interest rate 0.90% - 1.29% 0.18% - 0.78% Share price $1.99 - $2.01 $1.68 - $2.03 Fair value of option on grant date $1.70 - $1.75 $1.27 - $1.52 |
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 June 30, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value (in thousands) Options outstanding December 31, 2020 953,377 $ 7.36 5.41 $ — Granted 13,374,412 2.01 Exercised — Forfeited — Expired (262,644 ) $ 8.55 Options outstanding June 30, 2021 14,065,145 $ 2.25 9.83 $ — Exercisable at June 30, 2021 (unaudited) 548,895 $ 6.72 6.76 $ — |
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 June 30, 2021: Number of Shares Weighted Average Grant Date Fair Value per Share RSUs outstanding December 31, 2020 — Granted 1,345,328 $ 1.60 Shares vested (30,000 ) $ 1.60 Forfeited — RSUs outstanding June 30, 2021 1,315,328 $ 1.60 |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 (unaudited) (unaudited) Research and development expense $ 169 $ 367 $ 178 $ 580 General and administrative expense 390 819 662 1,203 |
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 June 30, 2021: Number of Shares Weighted Average Grant Date Fair Value per Share Performance RSUs outstanding December 31, 2020 983,000 $ 2.20 Granted — Shares vested (478,500 ) $ 2.08 Expired (97,500 ) $ 2.08 Performance RSUs outstanding June 30, 2021 407,000 $ 2.39 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | Feb. 10, 2021USD ($)$ / sharesshares | Feb. 09, 2021USD ($)$ / sharesshares | Feb. 08, 2021$ / sharesshares | Feb. 03, 2021$ / sharesshares | Nov. 02, 2020USD ($)$ / sharesshares | Oct. 31, 2020$ / sharesshares | Oct. 27, 2020USD ($)$ / sharesshares | Jul. 02, 2020$ / sharesshares | Jun. 05, 2020$ / sharesshares | Jun. 03, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($) | Jan. 21, 2020USD ($)Debtinstrument$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2020USD ($) | Oct. 31, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jan. 28, 2021$ / shares | Sep. 08, 2020USD ($) | Jun. 10, 2020$ / shares | Jul. 16, 2019USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Description of deferring payment on US payroll taxes | In April 2020, the Company began deferring payment on its share of U.S. payroll taxes owed, as allowed by the Coronavirus Aid, Relief and Economic Security Act (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. | |||||||||||||||||||||||||
Ordinary shares, shares issued | shares | 49,431,028 | 182,594,282 | 182,594,282 | 182,594,282 | 49,431,028 | |||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ 500,000 | |||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 380,000 | 380,000 | 380,000 | |||||||||||||||||||||||
Net losses | $ (7,798,000) | $ 12,521,000 | $ 91,123,000 | $ 28,621,000 | $ 52,006,000 | |||||||||||||||||||||
Accumulated deficit | $ 286,929,000 | 378,052,000 | $ 378,052,000 | 378,052,000 | 286,929,000 | |||||||||||||||||||||
Cash and cash equivalents | 14,508,000 | 36,573,000 | 36,573,000 | 36,573,000 | 14,508,000 | |||||||||||||||||||||
Short-term investments | $ 54,867,000 | $ 54,867,000 | $ 54,867,000 | |||||||||||||||||||||||
June 3 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
June 30 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
February SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, shares issued | shares | 17,500,000 | |||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Offering price per share | $ / shares | $ 2 | |||||||||||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ 35,000,000 | |||||||||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ 32,200,000 | |||||||||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | |||||||||||||||||||||||||
Offering closing date | Feb. 12, 2021 | |||||||||||||||||||||||||
February SPA | Warrant | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 1,225,000 | |||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||
Warrants expiry date | Feb. 9, 2026 | |||||||||||||||||||||||||
Iterum Therapeutics US Limited | Silicon Valley Bank (SVB) | Paycheck Protection Program | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 744,000 | |||||||||||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||||||||||||
Debt instrument maturity period | 2 years | |||||||||||||||||||||||||
Debt instrument, description | Under the terms of the agreement, there shall be no payments due by the Company until the SBA remits the forgiveness amount to the borrower or 10 months after the end of the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest will be due to fully amortize the principal amount outstanding on the PPP loan by the maturity date. | Under the terms of the agreement, there shall be no payments due by the Company until after 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 PPP loan by the maturity date. | ||||||||||||||||||||||||
Debt instrument, forgiveness loan | $ 340,000 | |||||||||||||||||||||||||
Debt instrument, remaining amount amortized | $ 404,000 | |||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate initial offering price of securities authorized to issue | $ 150,000,000 | |||||||||||||||||||||||||
2025 Exchangeable Notes | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 12,600,000 | $ 12,600,000 | $ 12,600,000 | |||||||||||||||||||||||
Private Placement and Rights Offering | 2025 Exchangeable Notes | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 51,800,000 | |||||||||||||||||||||||||
Debt instrument interest rate | 6.50% | |||||||||||||||||||||||||
Private Placement and Rights Offering | RLNs | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||||
Private Placement | June 3 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 208,023 | |||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 2.1031 | $ 1.62 | ||||||||||||||||||||||||
Warrants expiry date | Jun. 3, 2025 | Dec. 5, 2025 | ||||||||||||||||||||||||
Warrants closing date | Jun. 5, 2020 | |||||||||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | |||||||||||||||||||||||||
Private Placement | June 30 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 236,088 | |||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 1.8531 | $ 1.42 | $ 1.42 | $ 1.42 | ||||||||||||||||||||||
Warrants expiry date | Jun. 30, 2025 | Jan. 2, 2026 | ||||||||||||||||||||||||
Warrants closing date | Jul. 2, 2020 | |||||||||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | |||||||||||||||||||||||||
Private Placement | Maximum | June 3 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 1,485,885 | |||||||||||||||||||||||||
Private Placement | Maximum | June 30 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 1,686,343 | 1,686,343 | 1,686,343 | |||||||||||||||||||||||
Private Placement | 2025 Exchangeable Notes | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | 51,600,000 | |||||||||||||||||||||||||
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 rate | 4,000 times | |||||||||||||||||||||||||
Private Placement | Securities | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Debt instrument, shares embedded within each unit, shares | shares | 1,286.1845 | 1,000 | ||||||||||||||||||||||||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||
Rights Offering in Connection with Private Placement | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Maximum subscription units to be accepted | shares | 220 | |||||||||||||||||||||||||
Rights Offering in Connection with Private Placement | 2025 Exchangeable Notes | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 12,600,000 | 12,600,000 | $ 12,600,000 | $ 200,000 | ||||||||||||||||||||||
Debt instrument price per unit | $ 1,000 | |||||||||||||||||||||||||
Debt instrument price per unit | $ 1,000 | |||||||||||||||||||||||||
Debt instrument, shares embedded within each unit, shares | shares | 1,286.1845 | 1,000 | ||||||||||||||||||||||||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 0.7775 | $ 1 | ||||||||||||||||||||||||
Aggregate principal amount of exchangeable notes | $ 39,200,000 | |||||||||||||||||||||||||
Debt instrument, aggregate number of shares exchanged | shares | 53,888,331 | |||||||||||||||||||||||||
Rights Offering in Connection with Private Placement | RLNs | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000 | |||||||||||||||||||||||||
Number of debt instruments within each notes | Debtinstrument | 50 | |||||||||||||||||||||||||
Aggregate amount payable per unit | $ 160 | |||||||||||||||||||||||||
Debt instrument, aggregate potential payment capped rate | 4,000 times | |||||||||||||||||||||||||
Rights Offering in Connection with 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% | |||||||||||||||||||||||||
Rights Offering in Connection with 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% | |||||||||||||||||||||||||
Rights Offering in Connection with Private Placement | Securities | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Proceeds from sale of securities | $ 45,000,000 | |||||||||||||||||||||||||
Direct Offering | June 3 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, shares issued | shares | 2,971,770 | |||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Offering price per share | $ / shares | $ 1.6825 | |||||||||||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ 5,000,000 | |||||||||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ 4,300,000 | |||||||||||||||||||||||||
Direct Offering | June 30 SPA | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, shares issued | shares | 3,372,686 | 3,372,686 | 3,372,686 | |||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Offering price per share | $ / shares | $ 1.4825 | $ 1.4825 | $ 1.4825 | |||||||||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ 5,000,000 | |||||||||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ 4,200,000 | |||||||||||||||||||||||||
October Offering | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, shares issued | shares | 15,511,537 | |||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ 17,400,000 | |||||||||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ 15,500,000 | $ 13,900,000 | ||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 1,884,615 | 1,884,615 | 20,890,516 | 20,890,516 | 20,890,516 | |||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 0.8125 | $ 0.65 | $ 0.8125 | |||||||||||||||||||||||
Warrants expiry date | Oct. 22, 2025 | Oct. 27, 2025 | ||||||||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | |||||||||||||||||||||||||
October Offering | Pre-Funded Warrants | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Offering price per share | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ 110,000 | |||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 11,411,539 | |||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 0.64 | |||||||||||||||||||||||||
Percentage of ordinary share at election of purchaser | 9.99% | |||||||||||||||||||||||||
October Offering | Warrant | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Offering price per share | $ / shares | $ 0.65 | |||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 20,192,307 | |||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 0.65 | |||||||||||||||||||||||||
October Offering | Purchase Agreement | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 1,884,615 | 1,884,615 | ||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 0.8125 | $ 0.8125 | ||||||||||||||||||||||||
Warrants expiry date | Oct. 22, 2025 | |||||||||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | |||||||||||||||||||||||||
Description of purchase agreement | In connection with the October Offering, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) on October 22, 2020 with certain institutional investors. The Purchase Agreement contains customary representations and warranties of the Company, termination rights of the parties, and certain indemnification obligations of the Company and ongoing covenants of the Company, including a prohibition on the Company entering into variable rate transactions for a period of 12 months after the closing of the October Offering, subject to certain exceptions. | |||||||||||||||||||||||||
October Offering | Minimum | Pre-Funded Warrants | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Percentage of beneficial ownership that certain purchasers didn't want to exceed | 4.99% | |||||||||||||||||||||||||
October Offering | Maximum | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 20,192,307 | |||||||||||||||||||||||||
February Underwritten Offering | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 1.4375 | $ 1.4375 | ||||||||||||||||||||||||
Warrants expiry date | Feb. 3, 2026 | Feb. 3, 2026 | ||||||||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | 7.00% | ||||||||||||||||||||||||
Offering closing date | Feb. 10, 2021 | Feb. 8, 2021 | ||||||||||||||||||||||||
Additional ordinary shares that can be purchased by underwriter | shares | 5,217,391 | |||||||||||||||||||||||||
February Underwritten Offering | Underwriting Agreement | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, shares issued | shares | 34,782,609 | |||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Offering price per share | $ / shares | $ 1.15 | |||||||||||||||||||||||||
Offering closing date | Feb. 8, 2021 | |||||||||||||||||||||||||
February Underwritten Offering | Pursuant to the Underwriting Agreement | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Ordinary shares, shares issued | shares | 40,000,000 | |||||||||||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ 46,000,000 | |||||||||||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ 42,100,000 | |||||||||||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | |||||||||||||||||||||||||
Additional ordinary shares that can be purchased by underwriter | shares | 5,217,391 | |||||||||||||||||||||||||
February Underwritten Offering | Pursuant to the Underwriting Agreement | Warrant | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 2,800,000 | |||||||||||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 1.4375 | |||||||||||||||||||||||||
Warrants expiry date | Feb. 3, 2026 | |||||||||||||||||||||||||
February Underwritten Offering | Maximum | ||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 365,217 | 2,434,783 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2021USD ($)Segment$ / shares | Jun. 30, 2021EUR (€) | Jan. 28, 2021$ / shares | Dec. 31, 2020$ / shares | Oct. 27, 2020$ / shares | Jun. 10, 2020$ / shares | |
Accounting Policies [Line Items] | ||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Number of business segments | Segment | 1 | |||||
October Offering | ||||||
Accounting Policies [Line Items] | ||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | ||||
June 3 SPA | ||||||
Accounting Policies [Line Items] | ||||||
Ordinary shares, par value | $ / shares | 0.01 | |||||
June 30 SPA | ||||||
Accounting Policies [Line Items] | ||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||
Certificates Of Deposit | ||||||
Accounting Policies [Line Items] | ||||||
Restricted cash | $ 60 | |||||
Warrants Issued | October Offering | ||||||
Accounting Policies [Line Items] | ||||||
Restricted cash | 11 | |||||
Warrants Issued | June 3 SPA | ||||||
Accounting Policies [Line Items] | ||||||
Restricted cash | 17 | |||||
Warrants Issued | June 30 SPA | ||||||
Accounting Policies [Line Items] | ||||||
Restricted cash | 6 | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Cash, FDIC insured amount | 250 | |||||
Cash, DGS insured amount | $ 119 | € 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 | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 57,079,582 | 40,724,157 | 57,079,582 |
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 | 1,168,891 | 14,065,145 | 1,168,891 |
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 | 14,258 | 1,315,328 | 14,258 |
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 | 1,095,000 | 407,000 | 1,095,000 |
Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 1,713,799 | 7,202,878 | 1,713,799 |
Exchangeable Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from computation of diluted weighted-average shares outstanding | 53,087,634 | 17,733,806 | 53,087,634 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Operating expenses | $ 6,987 | $ 8,253 | $ 12,834 | $ 21,147 |
Ireland | ||||
Segment Reporting Information [Line Items] | ||||
Operating expenses | 4,192 | 5,641 | 8,110 | 15,072 |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Operating expenses | 2,794 | $ 2,612 | 4,678 | $ 6,075 |
Bermuda | ||||
Segment Reporting Information [Line Items] | ||||
Operating expenses | $ 1 | $ 46 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Distribution of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 9,583 | $ 11,072 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | 7,689 | 8,101 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 1,894 | $ 2,971 |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 54,867 | |
Other asset – advance payment to supplier | 3,254 | $ 3,357 |
Total | 58,121 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 54,867 | |
Total | 54,867 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other asset – advance payment to supplier | 3,254 | $ 3,357 |
Total | $ 3,224 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | Nov. 02, 2020 | Jan. 21, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Discounted cash flow include a discount rates | 21.00% | 21.00% | 21.00% | ||
Derivative liability for the exchange option, fair value | $ 18,139,000 | $ 18,139,000 | |||
Fair value of derivative liability | $ 27,038,000 | ||||
Debt instrument, outstanding principal | 17,590,000 | 17,590,000 | |||
Derivative liability, change of control feature, fair value | 3,725,000 | 3,725,000 | |||
RLNs liability | 15,505,000 | 15,505,000 | |||
Fair value, assets Level 1 to Level 2 transfers, amount | 0 | 0 | |||
Fair value, liabilities Level 1 to Level 2 transfers, amount | 0 | 0 | |||
Fair value, assets Level 2 to Level 1 transfers, amount | 0 | 0 | |||
Fair value, liabilities Level 2 to Level 1 transfers, amount | 0 | 0 | |||
Fair value, asset Level 3 transfers amount | 0 | ||||
Fair value, liabilities Level 3 transfers amount | 0 | ||||
Exchangeable Notes | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Aggregate principal amount of exchangeable notes | 39,200,000 | ||||
Private Placement | Securities | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Debt instrument price per ordinary share | $ 0.7775 | $ 1 | |||
Debt instrument, shares embedded within each unit, shares | 1,286.1845 | 1,000 | |||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | |||
Private Placement | Exchangeable Notes | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Aggregate principal amount of exchangeable notes | $ 39,200,000 | ||||
Debt instrument, aggregate number of shares exchanged | 53,888,331 | ||||
Debt instrument, outstanding principal | $ 12,600,000 | $ 12,600,000 | |||
Private Placement | RLNs | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Debt instrument, aggregate potential payment capped value | 160.00 | ||||
Debt instrument, aggregate potential payment capped rate | 4,000 times | ||||
Debt instrument, discount rate applied for royalty linked notes | 21.00% |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative liability - exchange option and change of control | $ 21,864 | $ 28,865 |
Long-term royalty linked notes, less current portion | 15,505 | |
Book Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | 4,845 | 6,374 |
Long-term debt, less current portion | 1,626 | |
Long-term exchangeable note | 5,339 | 20,836 |
Derivative liability - exchange option and change of control | 21,864 | 28,865 |
Current portion of royalty linked notes | 190 | 114 |
Long-term royalty linked notes, less current portion | 15,315 | 13,389 |
Total | 47,553 | 71,204 |
Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | 4,845 | 6,374 |
Long-term debt, less current portion | 1,512 | |
Long-term exchangeable note | 8,414 | 31,493 |
Derivative liability - exchange option and change of control | 21,864 | 28,865 |
Current portion of royalty linked notes | 190 | 114 |
Long-term royalty linked notes, less current portion | 15,315 | 16,379 |
Total | 50,628 | 84,737 |
Level 2 | Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | 4,845 | 6,374 |
Long-term debt, less current portion | 1,512 | |
Long-term exchangeable note | 8,414 | 31,493 |
Total | 13,259 | 39,379 |
Level 3 | Approximate Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative liability - exchange option and change of control | 21,864 | 28,865 |
Current portion of royalty linked notes | 190 | 114 |
Long-term royalty linked notes, less current portion | 15,315 | 16,379 |
Total | $ 37,369 | $ 45,358 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Summary of Changes in Fair Value of Derivative Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2020 | $ 28,865 |
Conversion of Exchangeable Notes | (80,512) |
Adjustment to fair value | 73,511 |
Balance at June 30, 2021 | $ 21,864 |
Fair Value of Financial Asset_7
Fair Value of Financial Assets and Liabilities - Summary of Assumptions Used Estimate Fair Value of Derivative Liabilities (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Volatility | 120.00% | ||
Dividend rate | 0.00% | 0.00% | |
Binomial Option Pricing Model [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Share price | $ 1.270 | $ 0.989 | |
Market capitalization | 231,894,738 | 48,887,287 | |
Volatility | 110.00% | 120.00% | |
Risk-free interest rate | 0.59% | 0.26% | |
Dividend rate | 0.00% | 0.00% |
Short-term Investments - Additi
Short-term Investments - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | ||
Average maturity period | 9 months 21 days | |
Short-term investments | $ 54,867 | $ 0 |
Short-term Investments - Schedu
Short-term Investments - Schedule of Available for Sale Short-term Investments by Major Security Type (Details) - Commercial Paper $ in Thousands | Jun. 30, 2021USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Cost Total | $ 55,063 |
Unrealized gains | 9 |
Unrealized (losses) | (205) |
Fair Value Total | 54,867 |
Maturity by period Less than 1 year | 35,737 |
Maturity by period 1 to 5 years | $ 19,130 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Refundable FDA filing fee | $ 2,876 | |
Short-term deposits | $ 2,288 | 2,360 |
Prepaid insurance | 1,344 | 415 |
Research and development tax credit receivable | 677 | 801 |
Interest receivable | 261 | |
Other prepaid assets | 196 | 231 |
Prepaid research and development expenses | 69 | 157 |
Value added tax receivable | 56 | 64 |
Deferred financing expenses | 37 | |
Total | $ 4,928 | $ 6,904 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Parenthetical) (Details) $ in Thousands | Jan. 31, 2021USD ($) |
Prepaid Expense And Other Assets Current [Abstract] | |
Refundable FDA filing fee received | $ 2,876 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 936 | $ 935 |
Less: accumulated depreciation | (734) | (514) |
Property and equipment, net | 202 | 421 |
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 | 86 | 86 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 138 | $ 137 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 220 | $ 78 | $ 161 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Office Space and Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Lessee, operating lease, description | These leases have terms which range from six months to 17 years, and generally include an option to terminate or renew. | |||
Lessee, operating lease, option to terminate | The termination option can reduce the lease term for a period of 10 years | |||
Lessee, operating lease, terminate term | 10 years | |||
Lessee, operating lease, option to extend | The renewal term can extend the lease term for an additional period of three years | |||
Lessee, operating lease renewal reduction in remaining term | seven to two years | |||
Lessee, operating lease, renewal term | 3 years | 3 years | ||
Operating lease cost for right - of - use assets | $ 288 | $ 253 | $ 568 | $ 505 |
Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Sublease Income | $ 83 | $ 164 | ||
Minimum | Office Space and Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Lessee, operating lease, term of contract | 6 months | 6 months | ||
Maximum | Office Space and Commercial Property | ||||
Operating Leased Assets [Line Items] | ||||
Lessee, operating lease, term of contract | 17 years | 17 years |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||||
Cash paid for operating lease liabilities | $ 268 | $ 253 | $ 533 | $ 586 | |
Weighted-average remaining lease term | 13 years 4 months 24 days | 13 years 4 months 24 days | 13 years 2 months 12 days | ||
Weighted-average discount rate | 7.00% | 7.00% | 7.50% |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule Of Lease Assets And Liabilities [Abstract] | ||
Other assets | $ 4,084 | $ 5,261 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsMember | us-gaap:OtherAssetsMember |
Other current liabilities | $ 666 | $ 573 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentLiabilitiesMember | us-gaap:OtherCurrentLiabilitiesMember |
Other liabilities | $ 3,818 | $ 5,172 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesMember | us-gaap:OtherLiabilitiesMember |
Total lease liabilities | $ 4,484 | $ 5,745 |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 947 | |
2023 | 682 | |
2024 | 445 | |
2025 | 439 | |
2026 | 326 | |
Thereafter | 3,829 | |
Total | 6,668 | |
Less imputed interest | (2,184) | |
Total lease liabilities | $ 4,484 | $ 5,745 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued payroll and bonus expenses | $ 523 | $ 966 |
Accrued other expenses | 397 | 614 |
Accrued clinical trial costs | 53 | 144 |
Accrued manufacturing expenses | 300 | 105 |
Total | $ 1,273 | $ 1,829 |
Debt - Additional Information (
Debt - Additional Information (Details) | Nov. 02, 2020USD ($)$ / sharesshares | Sep. 08, 2020USD ($)Debtinstrument$ / sharesshares | Apr. 30, 2020USD ($) | Jan. 21, 2020USD ($)Debtinstrument$ / sharesshares | Apr. 27, 2018USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Number of warrants to purchase ordinary shares | shares | 380,000 | 380,000 | 380,000 | ||||||||||
Accretion of debt discounts and deferred financing costs | $ 3,017,000 | $ 4,720,000 | |||||||||||
Debt instrument, outstanding principal | $ 17,590,000 | $ 17,590,000 | $ 17,590,000 | ||||||||||
Fair value of derivative liability | $ 27,038,000 | ||||||||||||
Financing transaction costs | 2,130,000 | ||||||||||||
Ordinary Shares | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of warrants to purchase ordinary shares | shares | 19,890 | 19,890 | 19,890 | 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 | $ 3,103,000 | ||||||||||||
Effective annual interest rate on outstanding debt | 12.51% | 12.51% | 12.51% | ||||||||||
Interest expense | $ 164,000 | $ 366,000 | $ 374,000 | 776,000 | |||||||||
Accretion of debt discounts and deferred financing costs | $ 42,000 | 113,000 | $ 102,000 | 229,000 | |||||||||
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 ordinary shares | shares | 19,890 | 19,890 | 19,890 | 19,890 | |||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 18.85 | $ 18.85 | $ 18.85 | $ 18.85 | |||||||||
2025 Exchangeable Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 232,000 | 827,000 | $ 668,000 | 1,479,000 | |||||||||
Accretion of debt discounts and deferred financing costs | 603,000 | $ 2,013,000 | 1,711,000 | $ 3,602,000 | |||||||||
Aggregate principal amount | 9,891,000 | ||||||||||||
Debt instrument, outstanding principal | 12,607,000 | $ 12,607,000 | $ 12,607,000 | ||||||||||
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, plus any accrued and unpaid interest. | ||||||||||||
Fair value of derivative liability | 27,038,000 | ||||||||||||
Fair value of derivative liability related to rights offering | 82,000 | ||||||||||||
Financing transaction costs | $ 2,815,000 | ||||||||||||
Financing transaction costs, capitalized | $ 2,814,000 | $ 2,814,000 | |||||||||||
2025 Exchangeable Notes | Private Placement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 200,000 | $ 51,600,000 | |||||||||||
Debt instrument interest rate | 6.50% | 6.50% | |||||||||||
Debt instrument price per unit | $ 1,000 | $ 1,000 | |||||||||||
Aggregate principal amount | 39,200,000 | $ 39,200,000 | $ 39,200,000 | ||||||||||
Notes exchanged for ordinary shares | shares | 53,888,331 | ||||||||||||
Debt instrument, outstanding principal | 12,600,000 | $ 12,600,000 | 12,600,000 | ||||||||||
RLNs | Private Placement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 20,000 | $ 100,000 | |||||||||||
Number of debt instruments within each notes | Debtinstrument | 50 | 50 | |||||||||||
Securities | Private Placement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument price per unit | $ 1,000 | $ 1,000 | |||||||||||
Debt instrument, shares embedded within each unit, shares | shares | 1,286.1845 | 1,000 | 1,000 | ||||||||||
Debt instrument, shares embedded within each unit, value | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 0.7775 | $ 1 | $ 1 | ||||||||||
Paycheck Protection Program | Silicon Valley Bank (SVB) | Iterum Therapeutics US Limited | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 1,000 | $ 1,000 | |||||||||||
Aggregate principal amount | $ 744,000 | ||||||||||||
Debt instrument interest rate | 1.00% | ||||||||||||
Debt instrument maturity period | 2 years | ||||||||||||
Debt instrument, description | Under the terms of the agreement, there shall be no payments due by the Company until the SBA remits the forgiveness amount to the borrower or 10 months after the end of the six-month period beginning April 30, 2020 (the Deferral Period). Following the Deferral Period, equal monthly repayments of principal and interest will be due to fully amortize the principal amount outstanding on the PPP loan by the maturity date. | Under the terms of the agreement, there shall be no payments due by the Company until after 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 PPP loan by the maturity date. | |||||||||||
Debt instrument, forgiveness loan | $ 340,000 | ||||||||||||
Debt instrument, remaining amount amortized | $ 404,000 | ||||||||||||
Debt Instrument, principal repayments | $ 154,000 |
Debt - Summary of Balances of E
Debt - Summary of Balances of Exchangeable Notes (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Debt Instrument [Line Items] | |
Exchangeable Notes | $ 17,590 |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 51,588 |
Exchangeable Notes, Accrued Interest | 3,840 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 220 |
Exchangeable Notes, Accrued Interest | 8 |
Conversion of $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Exchangeable Notes, Conversion | (39,201) |
Exchangeable Notes, Accrued Interest Write off | (2,697) |
2025 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Exchangeable Notes | 12,607 |
Unamortized discount and debt issuance costs | (8,419) |
Exchangeable Notes, net | 4,188 |
Exchangeable Notes, Accrued Interest | $ 1,151 |
Debt - Summary of Balances of_2
Debt - Summary of Balances of Exchangeable Notes (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
January 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ | $ 1,000 |
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 0.7775 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 |
September 2020 $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ | $ 1,000 |
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 0.7775 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 |
Conversion of $1,000 Exchangeable Notes due January 31, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument price per unit | $ | $ 1,000 |
Debt instrument, shares embedded within each unit, exchange price | $ / shares | $ 0.7775 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Jan. 31, 2025 |
Debt - Schedule of Principal Pa
Debt - Schedule of Principal Payments on Outstanding Debt, Including Principal Amounts owed to RLN Holders (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 4,879 |
2025 | 12,607 |
Thereafter | 104 |
Total | $ 17,590 |
Royalty-Linked Notes - Addition
Royalty-Linked Notes - Additional Information (Details) - Royalty-Linked Notes | Sep. 08, 2020Debtinstrument | Jan. 21, 2020USD ($)Debtinstrument | Jun. 30, 2021USD ($)$ / RNL |
Debt Instrument [Line Items] | |||
Debt instrument outstanding portion | $ / RNL | 0.04 | ||
Debt instrument maturity date | Dec. 31, 2045 | ||
Aggregate amount payable per unit | $ 160 | ||
Debt instrument, aggregate potential payment capped rate | 4,000 | ||
Interest expense | $ 1,204,000 | ||
Sulopenem | |||
Debt Instrument [Line Items] | |||
Debt discounts | $ 1,239,000 | ||
Estimated effective interest rate | 31.70% | ||
Private Placement | |||
Debt Instrument [Line Items] | |||
Number of debt instruments issued | Debtinstrument | 2,579,400 | ||
Rights Offering | |||
Debt Instrument [Line Items] | |||
Number of debt instruments issued | Debtinstrument | 11,000 |
Royalty Linked Notes - Summary
Royalty Linked Notes - Summary of Royalty-Linked Notes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Royalty Linked Notes [Abstract] | ||
Total liability related to the sale of future royalties, on inception | $ 10,990 | |
Liability related to the sale of future royalties, arising from the Rights Offering | 51 | |
Amortization of discount and debt issuance costs | 3,666 | |
Adjustments to fair value | 798 | |
Total liability related to the sale of future royalties at June 30, 2021 | 15,505 | |
Current portion of royalty-linked notes | 190 | $ 114 |
Long-term Portion | $ 15,315 |
Shareholders' Equity _ (Defic_3
Shareholders' Equity / (Deficit) - Reconciliation of the Company's Beginning and Ending Balances in Shareholders' Equity / (Deficit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Equity [Abstract] | |||||
Shareholders' equity (deficit), Beginning Balance | $ (50,559) | $ (26,238) | $ (26,238) | ||
Share-based compensation expense | 840 | 1,783 | |||
Issuance of ordinary shares, net | 68,161 | 2,564 | |||
Issuance of warrants for ordinary shares | 6,199 | 1,723 | |||
Exercise of warrants for ordinary shares | 15,289 | ||||
Issuance of ordinary shares on conversion of exchangeable notes | 98,388 | ||||
Net loss | $ 7,798 | $ (12,521) | (91,123) | (28,621) | (52,006) |
Shareholders' equity (deficit), Ending Balance | $ 47,195 | $ (48,789) | $ 47,195 | $ (48,789) | $ (50,559) |
Shareholders' Equity _ (Defic_4
Shareholders' Equity / (Deficit) - Additional Information (Details) $ / shares in Units, $ in Thousands | Feb. 12, 2021$ / sharesshares | Feb. 10, 2021USD ($)$ / sharesshares | Feb. 09, 2021USD ($)$ / sharesshares | Feb. 08, 2021$ / sharesshares | Feb. 03, 2021$ / sharesshares | Oct. 31, 2020$ / sharesshares | Oct. 27, 2020USD ($)$ / sharesshares | Jul. 02, 2020$ / sharesshares | Jun. 05, 2020$ / sharesshares | Jun. 03, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jan. 28, 2021$ / sharesshares | Jun. 10, 2020$ / sharesshares | Apr. 27, 2018$ / sharesshares |
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 182,594,282 | 182,594,282 | 49,431,028 | ||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 500 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 380,000 | 380,000 | |||||||||||||||
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 | 150,000,000 | 150,000,000 | 100,000,000 | ||||||||||||
Number of vote per common share | Vote | 1 | ||||||||||||||||
Common stock rights and preferences | The holders of ordinary shares currently have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares | ||||||||||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||
Undesignated preferred shares issued | 0 | 0 | 0 | ||||||||||||||
Undesignated Preferred Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Undesignated preferred shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||
Undesignated preferred shares, authorized | 100,000,000 | 100,000,000 | |||||||||||||||
Designated Preferred Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Undesignated preferred shares issued | 0 | 0 | 0 | ||||||||||||||
Silicon Valley Bank and Life Sciences Fund II LLC | Series B Convertible Preferred Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 19,890 | 19,890 | 19,890 | ||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 18.85 | $ 18.85 | $ 18.85 | ||||||||||||||
Exchangeable Notes | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 53,888,331 | 53,888,331 | |||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 39,200 | ||||||||||||||||
Aggregate principal amount | $ | $ 12,600 | $ 12,600 | |||||||||||||||
Ordinary Shares | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 19,890 | 19,890 | 19,890 | ||||||||||||||
June 3 SPA | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||
February Registered Direct Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 17,500,000 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||
Offering price per share | $ / shares | $ 2 | ||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 35,000 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 32,200 | ||||||||||||||||
Offering closing date | Feb. 12, 2021 | ||||||||||||||||
June 3 Offering | June 3 SPA | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 2,971,770 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||
Offering price per share | $ / shares | $ 1.6825 | ||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 5,000 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 4,300 | ||||||||||||||||
Warrants closing date | Jun. 5, 2020 | ||||||||||||||||
June 30 Offering | June 30 SPA | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 3,372,686 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||
Offering price per share | $ / shares | $ 1.4825 | ||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 5,000 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 4,200 | ||||||||||||||||
Warrants closing date | Jul. 2, 2020 | ||||||||||||||||
October Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 15,511,537 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 17,400 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 15,500 | $ 13,900 | |||||||||||||||
Number of warrants to purchase ordinary shares | 1,884,615 | 20,890,516 | 20,890,516 | ||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 0.8125 | $ 0.65 | |||||||||||||||
Warrants expiry date | Oct. 22, 2025 | Oct. 27, 2025 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | ||||||||||||||||
October Offering | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 20,192,307 | ||||||||||||||||
October Offering | Pre-Funded Warrants | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Offering price per share | $ / shares | $ 0.01 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 110 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 11,411,539 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 0.64 | ||||||||||||||||
October Offering | Warrant | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Offering price per share | $ / shares | $ 0.65 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 20,192,307 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 0.65 | ||||||||||||||||
February Underwritten Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 1.4375 | $ 1.4375 | |||||||||||||||
Offering closing date | Feb. 10, 2021 | Feb. 8, 2021 | |||||||||||||||
Additional ordinary shares that can be purchased by underwriter | 5,217,391 | ||||||||||||||||
Warrants expiry date | Feb. 3, 2026 | Feb. 3, 2026 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | 7.00% | |||||||||||||||
February Underwritten Offering | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 365,217 | 2,434,783 | |||||||||||||||
February Underwritten Offering | Underwriting Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 34,782,609 | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||
Offering price per share | $ / shares | $ 1.15 | ||||||||||||||||
Offering closing date | Feb. 8, 2021 | ||||||||||||||||
February Underwritten Offering | Pursuant to the Underwriting Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Ordinary shares, shares issued | 40,000,000 | ||||||||||||||||
Aggregate gross proceeds from ordinary shares | $ | $ 46,000 | ||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 42,100 | ||||||||||||||||
Additional ordinary shares that can be purchased by underwriter | 5,217,391 | ||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | ||||||||||||||||
February Underwritten Offering | Pursuant to the Underwriting Agreement | Warrant | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 2,800,000 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 1.4375 | ||||||||||||||||
Private Placement | Securities Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 208,023 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 2.1031 | $ 1.62 | |||||||||||||||
Warrants expiry date | Jun. 3, 2025 | Dec. 5, 2025 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | ||||||||||||||||
Private Placement | Securities Purchase Agreement | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 1,485,885 | ||||||||||||||||
Private Placement | June 30 SPA | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Proceeds from registered direct offerings, net of transaction costs | $ | $ 1,800 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 236,088 | 1,264,757 | 1,264,757 | ||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 1.8531 | $ 1.42 | |||||||||||||||
Warrants expiry date | Jun. 30, 2025 | Jan. 2, 2026 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | ||||||||||||||||
Private Placement | June 30 SPA | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 1,686,343 | ||||||||||||||||
Private Placement | Exchangeable Notes | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Aggregate principal amount of exchangeable notes | $ | $ 39,200 | ||||||||||||||||
Private Placement | June 3 SPA | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Warrants closing date | Jun. 5, 2020 | ||||||||||||||||
Number of warrants to purchase ordinary shares | 208,023 | ||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 2.1031 | $ 1.62 | |||||||||||||||
Warrants expiry date | Jun. 3, 2025 | Dec. 5, 2025 | |||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | ||||||||||||||||
Private Placement | June 3 SPA | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 1,485,885 | ||||||||||||||||
February Registered Direct Offering | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Warrants to purchase ordinary shares, exercise price | $ / shares | $ 2.50 | ||||||||||||||||
Offering closing date | Feb. 12, 2021 | ||||||||||||||||
Warrants expiry date | Feb. 9, 2026 | ||||||||||||||||
Percentage of ordinary shares issued to purchase warrants | 7.00% | ||||||||||||||||
February Registered Direct Offering | Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of warrants to purchase ordinary shares | 1,225,000 |
Shareholders' Equity _ (Defic_5
Shareholders' Equity / (Deficit) - Schedule of Fair Value of Warrants Using Black-Scholes Option Pricing Model (Details) | Feb. 12, 2021 | Feb. 10, 2021 | Feb. 08, 2021 |
Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 1.20 | 1.20 | 1.20 |
Expected Term in Years | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 4 years 11 months 26 days | 4 years 11 months 23 days | 4 years 11 months 26 days |
Dividend Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 0 | 0 | 0 |
Risk-free Interest Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 0.0050 | 0.0046 | 0.0048 |
Share Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 0.0226 | 0.0273 | 0.0154 |
Fair Value of Warrants Issued | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Estimated fair value of warrant assumptions | 0.0184 | 0.0232 | 0.0127 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Jun. 23, 2021 | Jun. 10, 2020 | Feb. 14, 2020 | Dec. 31, 2018 | Dec. 05, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 14, 2018 | May 18, 2017 | Nov. 18, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share options granted | 13,374,412 | |||||||||||
Employee Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unvested employee options outstanding | 13,516,250 | 550,521 | 13,516,250 | 550,521 | ||||||||
Expense recognized | $ 277,000 | $ 316,000 | $ 441,000 | $ 663,000 | ||||||||
Unamortized compensation expense share options | 23,927,000 | 2,336,000 | $ 23,927,000 | $ 2,336,000 | ||||||||
Vesting period | 3 years 11 months 1 day | 2 years 1 month 2 days | ||||||||||
Restricted Share Units (RSUs) | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expense recognized | 282,000 | 38,000 | $ 364,000 | $ 62,000 | ||||||||
Number of shares, granted/awarded | 1,345,328 | |||||||||||
Unamortized stock compensation expense | 1,771,000 | $ 1,771,000 | ||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 1 year 6 months 25 days | |||||||||||
Restricted Share Units (RSUs) | Employees and Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares, granted/awarded | 1,345,328 | 0 | ||||||||||
Restricted Share Units (RSUs) | Director | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 1 year | |||||||||||
Restricted Share Units (RSUs) | Employees | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 2 years | |||||||||||
Performance RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expense recognized | 0 | 832,000 | $ 35,000 | $ 1,058,000 | ||||||||
Number of shares, granted/awarded | 0 | 1,079,000 | ||||||||||
Unamortized stock compensation expense | 1,247,000 | $ 1,247,000 | ||||||||||
Stock-based compensation expense, expected weighted average period for recognition | 5 months 12 days | |||||||||||
Options and Restricted Share Units and Performance Restricted Share Units | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years 7 months 13 days | 11 months 26 days | ||||||||||
Unamortized compensation expense | $ 25,698,000 | $ 3,583,000 | $ 25,698,000 | $ 3,583,000 | ||||||||
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% | ||||||||||
Increase in number of ordinary shares available to be granted | 15,000,000 | 2,250,000 | 594,758 | 574,081 | ||||||||
2018 Plan | Employees and Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share options granted | 13,374,412 | 64,840 |
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 | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 120.00% | |
Volatility, minimum | 90.30% | |
Volatility, maximum | 99.50% | |
Dividend rate | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.90% | 0.18% |
Risk-free interest rate, maximum | 1.29% | 0.78% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 5 years 6 months | 5 years 6 months |
Share price | $ 1.99 | $ 1.68 |
Fair value of option on grant date | $ 1.70 | $ 1.27 |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 6 years 3 months | 6 years 3 months |
Share price | $ 2.01 | $ 2.03 |
Fair value of option on grant date | $ 1.75 | $ 1.52 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Number of Options Outstanding and Weighted-average Exercise Price (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | ||
Number of Shares, Options outstanding Beginning Balance | 953,377 | |
Number of Shares, Granted | 13,374,412 | |
Number of Shares, Expired | (262,644) | |
Number of Shares, Options outstanding Ending Balance | 14,065,145 | 953,377 |
Number of Shares, Exercisable at June 30, 2021 (unaudited) | 548,895 | |
Weighted Average Exercise Price, Options outstanding Beginning Balance | $ 7.36 | |
Weighted Average Exercise Price, Granted | 2.01 | |
Weighted Average Exercise Price, Expired | 8.55 | |
Weighted Average Exercise Price, Options outstanding Ending Balance | 2.25 | $ 7.36 |
Weighted Average Exercise Price, Exercisable at June 30, 2021 (unaudited) | $ 6.72 | |
Weighted Average Remaining Contractual Life in Years, Options outstanding | 9 years 9 months 29 days | 5 years 4 months 28 days |
Weighted Average Remaining Contractual Life in Years, Exercisable at June 30, 2021 (unaudited) | 6 years 9 months 3 days |
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) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Granted | shares | 1,345,328 |
Number of Shares, Shares vested | shares | (30,000) |
Number of Shares, RSUs outstanding Ending Balance | shares | 1,315,328 |
Weighted average grant date fair value per share, Granted | $ / shares | $ 1.60 |
Weighted Average grant date fair value per share, Vested | $ / shares | 1.60 |
Weighted average grant date fair value per share, RSUs outstanding Ending Balance | $ / shares | $ 1.60 |
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 | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, RSUs outstanding Beginning Balance | 983,000 | |
Number of Shares, Granted | 0 | 1,079,000 |
Number of Shares, Shares vested | (478,500) | |
Number of Shares, Expired | (97,500) | |
Number of Shares, RSUs outstanding Ending Balance | 407,000 | |
Weighted average grant date fair value per share, RSUs outstanding Beginning Balance | $ 2.20 | |
Weighted average grant date fair value per share, Shares Vested | 2.08 | |
Weighted average grant date fair value per share, Expired | 2.08 | |
Weighted average grant date fair value per share, RSUs outstanding Ending Balance | $ 2.39 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 169 | $ 367 | $ 178 | $ 580 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 390 | $ 819 | $ 662 | $ 1,203 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax [Line Items] | |||||
Income tax expense | $ 122 | $ 178 | $ 182 | $ 299 | |
Ireland | |||||
Income Tax [Line Items] | |||||
Net operating loss carryforwards | $ 31,807 | $ 31,807 | $ 30,261 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | Sep. 08, 2020Debtinstrument | Jan. 21, 2020Debtinstrument | Jun. 30, 2021USD ($)$ / RNL | Nov. 18, 2015USD ($) |
Royalty-Linked Notes | ||||
Other Commitments [Line Items] | ||||
Debt instrument outstanding portion | $ / RNL | 0.04 | |||
Debt instrument maturity date | Dec. 31, 2045 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Pfizer License Agreement | Royalty-Linked Notes | ||||
Other Commitments [Line Items] | ||||
Debt instrument outstanding portion | $ / RNL | 0.04 | |||
Debt instrument maturity date | Dec. 31, 2045 | |||
Debt instrument price per unit | $ 160 | |||
Debt instrument, aggregate potential payment capped rate | 4,000 | |||
Pfizer License Agreement | Royalty-Linked Notes | Private Placement | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments within each notes | Debtinstrument | 2,579,400 | |||
Pfizer License Agreement | Royalty-Linked Notes | Rights Offering | ||||
Other Commitments [Line Items] | ||||
Number of debt instruments within each notes | Debtinstrument | 11,000 | |||
Pfizer License Agreement | Minimum | ||||
Other Commitments [Line Items] | ||||
Potential future regulatory milestone and sales milestone payments upon achievement of net sales | $ 250,000,000 | |||
Pfizer License Agreement | Maximum | ||||
Other Commitments [Line Items] | ||||
Potential future regulatory milestone and sales milestone payments upon achievement of net sales | $ 1,000,000,000 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Statements - Additional Information (Details) | Jan. 21, 2020USD ($)Debtinstrument | Jun. 30, 2021USD ($) | Sep. 08, 2020USD ($) |
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% | ||
2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 12,600,000 | ||
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 | ||
Rights Offering | 2025 Exchangeable Notes | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 200,000 | ||
Rights Offering | RLNs | |||
Condensed Financial Statements Captions [Line Items] | |||
Aggregate principal amount | $ 20,000 |