Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Entity File Number | 001-38452 | |
Entity Registrant Name | MEREO BIOPHARMA GROUP PLC | |
Entity Incorporation, State or Country Code | X0 | |
Entity Address, Address Line One | One Cavendish Place | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | W1G 0QF | |
City Area Code | +44 | |
Local Phone Number | 333-023-7300 | |
Entity Tax Identification Number | 00-0000000 | |
Title of 12(g) Security | None | |
Trading Symbol | MREO | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 701,363,484 | |
Entity Interactive Data Current | Yes | |
Entity Central Index Key | 0001719714 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares, nominal value of £0.003 per share | |
Security Exchange Name | NASDAQ | |
American Depositary Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | American Depositary Shares, each representing five ordinary shares, nominal value of £0.003 per share | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 48,660 | $ 57,421 |
Prepaid expenses and other current assets | 3,188 | 5,156 |
Research and development incentives receivables | 1,648 | 1,183 |
Total current assets | 53,496 | 63,760 |
Property and equipment, net | 360 | 405 |
Operating lease right of use assets | 1,109 | 1,245 |
Intangible assets | 972 | 1,089 |
Total assets | 55,937 | 66,499 |
Current liabilities: | ||
Accounts payable | 2,455 | 2,346 |
Accrued expenses | 2,539 | 5,467 |
Convertible loan notes - current | 4,630 | 0 |
Operating lease liabilities - current | 662 | 652 |
Other current liabilities | 718 | 1,021 |
Total current liabilities | 11,004 | 9,486 |
Convertible loan notes - non current | 0 | 4,394 |
Warrant liabilities - non current | 855 | 412 |
Operating lease liabilities- non current | 727 | 906 |
Other non-current liabilities | 513 | 764 |
Total liabilities | 13,099 | 15,962 |
Commitments and contingencies (Note 15) | ||
Shareholders' Equity | ||
Ordinary shares, par value 0.003 per share; 701,349,434 shares issued at March 31, 2024 (December 31, 2023: 701,217,089). | 2,775 | 2,775 |
Treasury shares | 0 | (1,230) |
Additional paid-in capital | 486,927 | 486,107 |
Accumulated deficit | (428,581) | (419,630) |
Accumulated other comprehensive loss | (18,283) | (17,485) |
Total shareholders' equity | 42,838 | 50,537 |
Total liabilities and shareholders' equity | $ 55,937 | $ 66,499 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Ordinary stock, par value | £ 0.003 | £ 0.003 |
Ordinary stock, shares issued | 701,349,434 | 701,217,089 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
Cost of revenue | 0 | 347 |
Research and development | (3,994) | (5,307) |
General and administrative | (5,906) | (6,450) |
Loss from operations | (9,900) | (11,410) |
Other income/(expenses) | ||
Interest income | 617 | 306 |
Interest expense | (310) | (800) |
Changes in the fair value of financial instruments | (448) | 542 |
Foreign currency transaction gain/(loss) net | 613 | (1,207) |
Other expenses, net | 0 | (6) |
Benefit from research and development tax credit | 477 | 499 |
Net loss before income tax | (8,951) | (12,076) |
Income tax benefit | 0 | 0 |
Net loss | $ (8,951) | $ (12,076) |
Loss per share - basic | $ (0.01) | $ (0.02) |
Loss per share - diluted | $ (0.01) | $ (0.02) |
Weighted average shares outstanding - basic | 700,263,490 | 623,925,635 |
Weighted average shares outstanding - diluted | 700,263,490 | 623,925,635 |
Net loss | $ (8,951) | $ (12,076) |
Other comprehensive (loss)/income - Foreign currency transaction adjustments, net of tax | (798) | 2,278 |
Total comprehensive loss | $ (9,749) | $ (9,798) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (8,951) | $ (12,076) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,050 | 1,635 |
Depreciation | 41 | 42 |
Amortization of intangible assets | 108 | 64 |
Amortization of operating lease right-of-use assets | 126 | 121 |
Change in fair value of warrants | 448 | (542) |
Interest expense | 306 | (70) |
Foreign currency transaction (gain)/loss | (613) | 1,207 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,939 | 3,292 |
Research and development incentives receivable | (477) | (499) |
Accounts payable | 127 | 812 |
Accrued expenses and other liabilities | (2,939) | (3,098) |
Operating lease liabilities | (156) | (136) |
Net cash used in operating activities | (7,991) | (9,248) |
Cash flows from investing activities | ||
Purchase of intangible assets | (700) | (419) |
Net cash used in investing activities | (700) | (419) |
Decrease in cash and cash equivalents | (8,691) | (9,667) |
Cash and cash equivalents at January 1 | 57,421 | 68,182 |
Effect of exchange rate changes | (70) | 1,293 |
Cash and cash equivalents at March 31 | 48,660 | 59,808 |
Supplemental disclosure | ||
Cash paid for interest | 4 | 680 |
Cash paid for income taxes | 0 | 37 |
Cash paid for the amounts included in the measurement of operating lease liabilities | $ 194 | $ 153 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Treasury Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] |
Beginning balance, shares at Dec. 31, 2022 | 624,928,519,000 | 1,003,030,000 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 51,402 | $ 2,478 | $ (1,335) | $ 476,521 | $ (21,687) | $ (404,575) |
Net Income (Loss) | (12,076) | (12,076) | ||||
Foreign currency translation adjustments | 2,278 | 2,278 | ||||
Share-based compensation | 1,635 | 1,635 | ||||
Extinguishment and reissuance of convertible loan note | 1,161 | 1,161 | ||||
Ending balance, shares at Mar. 31, 2023 | 624,928,519,000 | 1,003,030,000 | ||||
Ending balance, value at Mar. 31, 2023 | 44,400 | $ 2,478 | $ (1,335) | 479,317 | (19,409) | (416,651) |
Beginning balance, shares at Dec. 31, 2023 | 701,217,089,000 | 923,400,000 | ||||
Beginning balance, value at Dec. 31, 2023 | 50,537 | $ 2,775 | $ (1,230) | 486,107 | (17,485) | (419,630) |
Net Income (Loss) | (8,951) | (8,951) | ||||
Foreign currency translation adjustments | (798) | (798) | ||||
Share-based compensation | 2,050 | 2,050 | ||||
Exercise of share options, shares | 132,345,000 | (210,485,000) | ||||
Exercise of share options, value | $ 0 | $ 280 | (280) | |||
Delivery of shares on vesting of restricted stock units, shares | (712,915,000) | |||||
Delivery of shares on vesting of restricted stock units | $ 950 | (950) | ||||
Ending balance, shares at Mar. 31, 2024 | 701,349,434,000 | 0 | ||||
Ending balance, value at Mar. 31, 2024 | $ 42,838 | $ 2,775 | $ 0 | $ 486,927 | $ (18,283) | $ (428,581) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (8,951) | $ (12,076) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Nature Of Business Abstract | |
Nature of Business | 1. Nature of business Mereo BioPharma Group plc (the “Company” or “Mereo”) is United Kingdom (“U.K.”) based biopharmaceutical company focused on the development of innovative therapeutics for rare diseases. The Company has developed a portfolio of late-stage clinical product candidates, and its two rare disease product candidates are setrusumab for the treatment of osteogenesis imperfecta (“OI”) and alvelestat primarily for the treatment of severe alpha-1 antitrypsin deficiency-associated lung disease (“AATD-LD”). The Company is a public limited company incorporated and domiciled in the U.K., and registered in England, with shares publicly traded on the Nasdaq Capital Market via American Depositary Shares (“ADSs”) under the ticker symbol “MREO”. The Company’s registered office is located at Fourth Floor, 1 Cavendish Place, London, W1G 0QF, United Kingdom. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Summary Of Significant Accounting Policies | 2. Basis of presentation and summary of significant accounting policies Basis of presentation The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024 (the “2023 Annual Report”). Since the date of such consolidated financial statements, there have been no changes to the Company’s significant accounting policies. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2024, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023. Going concern The Company has prepared its financial statements on the basis that it will continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Update, or ASU, 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of delays in initiating or continuing research programs and clinical trials, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, if approved, dependence on key personnel and collaboration partners, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations, and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. Even if the Company’s research and development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company has historically been loss making and anticipates that it will continue to incur losses for the foreseeable future and had an accumulated deficit of $ 428.6 million as of March 31, 2024. The Company has funded these losses through a combination of public equity, private equity and debt financings, and it expects it will continue to do so until such time as it can generate significant revenue from product sales, or other commercial revenues, if ever, or through licensing and/or collaboration agreements for its rare disease or oncology product candidates. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The Company currently operates in a period of economic uncertainty which has been significantly impacted by domestic and global monetary and fiscal policy, geopolitical conflicts such as the ongoing wars involving Ukraine and Israel, inflation and interest rates, and fluctuations in monetary exchange rates. While the Company has experienced limited financial impacts at this time, these factors may in turn adversely impact the Company’s ability to deliver its goals so the Company continues to monitor these factors and events and the potential effects each may have on the Company’s business, financial condition, results of operations and growth prospects. As of March 31, 2024, the Company had cash and cash equivalents of $ 48.7 million. The Company expects that its cash and cash equivalents as of March 31, 2024, will be sufficient to fund its operations and capital expenditure requirements for at least twelve months from the date of filing of this Quarterly Report on Form 10-Q. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in the Company's unaudited condensed financial statements include, but are not limited to, revenue recognition on contracts with customers and convertible loan notes. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Recent accounting pronouncement
Recent accounting pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent accounting pronouncements | 3. Recent accounting pronouncements There have been no recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance other than those previously included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 27, 2024, that are of significance or potential significance to the Company. The Company is continuing to evaluate the impact of the recently issued pronouncements that are effective in future periods that were discussed in its Annual Report on Form 10-K. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. Fair value measurement The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses, contingent consideration, warrant liability and convertible loan notes. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value due to the short-term nature of those financial instruments. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as described above: There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2024. As of March 31, 2024 Total Level 1 Level 2 Level 3 ($'000) ($'000) ($'000) ($'000) Financial liabilities Warrant liabilities 855 — 855 — CVR liability — — — — As of December 31, 2023 Total Level 1 Level 2 Level 3 ($'000) ($'000) ($'000) ($'000) Financial liabilities Warrant liabilities 412 — 412 — CVR liability — — — — Warrant liabilities At March 31, 2024 and December 31, 2023, warrant liabilities solely related to those warrants outstanding to the former lenders of the Company as described in Note 11. Contingent Value Rights Agreement Liability ("CVR liability") In 2019, the Company acquired OncoMed and subsequently renamed it Mereo BioPharma 5, Inc. The Company made a provision for the estimated fair value of amounts payable to the former shareholders of Mereo BioPharma 5, Inc. under a Contingent Value Rights Agreement (“CVR”), established at the time of the acquisition of Mereo BioPharma 5, Inc. which is accounted for as a contingent consideration liability. The CVR expired on April 23, 2024 with no further amounts payable (see Note 17). At March 31, 2024 and December 31, 2023, the Company estimated the fair value of the liability for its obligations under the CVR to be $ nil . Total potential payments under the CVR on a gross, undiscounted basis, were approximately $ 80.0 million. The CVR liability was estimated based on a risk-adjusted, probability-based scenario. Under this approach the likelihood of future payments being made to the former shareholders of Mereo BioPharma 5, Inc. under the CVR was considered. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: March 31, December 31, 2024 2023 ($'000) ($'000) VAT receivable $ 502 $ 599 Prepaid research and development services 1,375 632 Insurance claim receivable — 1,950 Security deposits 447 615 Other prepaid expense and current assets 864 1,360 Total $ 3,188 $ 5,156 |
Property And Equipment , net
Property And Equipment , net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment , net | 6. Property and equipment, net Property and equipment, net consists of the following (in thousands): March 31, December 31, 2024 2023 ($'000) ($'000) Leasehold improvements $ 704 $ 710 Office equipment 198 199 IT equipment 294 296 Property and equipment, at cost 1,196 1,205 Less: accumulated depreciation ( 836 ) ( 800 ) Property and equipment, net $ 360 $ 405 Depreciation expense was less than $ 0.1 million and $ 0.1 million for the three months ended March 31, 2024 and 2023, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 7. Leases In August 2015, the Company entered into a lease agreement under which it leased office space located on the fourth floor of One Cavendish Place, London, with a lease term ending in August 2025. In June 2021, the Company entered into a new lease agreement to lease additional office space located on the fifth floor of that building for a lease period ending in June 2026 . At the same time, the Company entered into a revisionary lease to extend the term for the original fourth floor lease to be coterminous with the fifth floor, ending in June 2026 . The Company made lease payments of $ 0.2 million in the three months ended March 31, 2024 and 2023. The total lease expenses included in the statements of operations and comprehensive loss was $ 0.2 million in the three months ended March 31, 2024 and 2023. There were no material variable lease costs. As of March 31, 2024 2023 Operating leases Weighted-average remaining contractual lease term (years) 2.20 3.30 Weighted average discount rate 10.0 % 10.0 % Three months ended March 31, 2024 2023 ($'000) ($'000) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 194 $ 153 The following table summarizes the maturities of the Company’s operating lease liabilities as of March 31, 2024: As of March 31, 2024 ($'000) Maturity analysis of the operating lease liabilities for the years ending December 31, 2024 $ 578 2025 771 2026 193 Total undiscounted payments 1,542 Less: Present value discount ( 153 ) Lease liability $ 1,389 Lease liability - current $ 662 Lease liability - non-current $ 727 |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 8. Other current liabilities Other current liabilities consist of the following: March 31, December 31, 2024 2023 ($'000) ($'000) Social security and other taxes $ 391 $ 280 Deferred consideration liability 290 711 Other current liabilities 37 30 Total $ 718 $ 1,021 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. Accrued expenses Accrued expenses consist of the following: March 31, December 31, 2024 2023 ($'000) ($'000) Accrued research and development costs $ 566 $ 1,821 Accrued legal fees 375 266 Accrued bonus 428 1,624 Accrued audit fees 417 671 Accrued professional fees 353 338 Accrued local taxes — 382 Other accrued expenses 400 365 Total $ 2,539 $ 5,467 |
Convertible Loan Notes
Convertible Loan Notes | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Loan Notes | 10. Convertible loan notes Novartis Loan Note On February 10, 2020, the Company entered into a convertible equity financing with Novartis Pharma (AG) (“Novartis”) under which Novartis purchased a £ 3.8 million ($ 5.2 million) convertible loan note (the “Novartis Loan Note”). The Novartis Loan Note is convertible at the discretion of the holder, at a fixed price of £ 0.265 per ordinary share and originally bore interest at 6 % per annum with a maturity date of February 10, 2023 . In connection with the Novartis Loan Note, the Company also issued 1,449,614 warrants which are exercisable until February 2025 at an exercise price of £ 0.265 per ordinary share. These warrants were recognized separately as equity instruments. Effective February 10, 2023, the maturity date of the Novartis Loan Note was extended to February 10, 2025 and the interest rate amended to 9 %. Interest accrued to the amendment date of $ 0.9 million was paid in cash, and additional warrants to purchase 2,000,000 ordinary shares were issued. These warrants were also recognized separately as equity instruments. The amendments to the Novartis Loan Note were an extinguishment of the original instrument and the issuance of a new one. Accordingly, on the extinguishment date, the carrying value of $ 5.5 million was derecognized. At the same time, a new liability of $ 3.4 million was recognized, which represents the portion of the consideration of the new arrangement allocated to the liability component of the new Novartis Loan Note on the basis of its relative fair value, net of fees. The remaining amount was allocated between the $ 0.9 million of interest paid in cash and the residual $ 1.3 million which was recorded in additional paid-in capital to reflect the relative fair value of the warrants and the conversion option embedded in the new Novartis Loan Note. No extinguishment gain or loss was recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. The Company recognized interest expense of $ 0.3 million in relation to the Novartis Loan Note in the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023. The effective interest rate applied to the liability portion of the Novartis Loan Note in the three months ended March 31, 2024 was 27.8 % and the effective interest rate in the three months ended March 31, 2023 after the amendments was 27.8 % and 37.4 % before t he amendments As of March 31, 2024, and December 31, 2023 the net carrying amount of the liability component of the convertible debt instrument was $ 4.6 million and $ 4.4 million, respectively. The fair value wa s $ 3.2 million and $ 3.1 million at March 31, 2024 and December 31, 2023 respectively. Private Placement Loan Notes The Private Placement Loan Notes were issued in 2020 as part of a $ 70.0 million private placement transaction which also included the issuance of ordinary shares and warrants. As of January 1, 2023, Private Placement Loan Notes with an aggregate principal of £ 6.2 m illion ($ 7.5 million) were still outstanding and were convertible at a fixed price of £ 0.174 per ordinary share. The Private Placement Loan Notes bore interest at a rate of 6 % per annum and had a maturity date of June 3, 2023 . In May 2023, the maturity date of the Private Placement Loan Notes was extended to August 3, 2023 , with all other terms remaining unchanged. This extension was a modification and the carrying value of the liability component was adjusted to the present value of the modified cash flows discounted at the original effective interest rate, net of identifiable transaction costs. The carrying value was also reduced by $ 0.6 million with a corresponding adjustment to additional paid-in capital to reflect the increase in the fair value of the embedded conversion option. In 2023, the Company received conversion notices and subsequently issued and allotted 17,774,895 and 9,645,200 ordinary shares respectively, both at a price of £ 0.174 per share on non-cash conversion of Private Placement Loan Notes with an aggregate principal amount of $ 4.6 million. In 2023, the Company also paid $ 3.2 million to fully settle the outstanding principal and accrued interest balance on the remaining Private Placement Loan Notes such that at both March 31, 2024 and December 31, 2023 the net carrying amount of the convertible debt instrument was $nil. The Company recognized no interest expense in relation to the Private Placement Loan Notes in the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 (2023: $ 0.5 million). The effective interest rate applied to the liability portion of the Private Placement Loan Notes in 2023 after the amendments was 27.1 % while the effective interest rate applied in 2023 before the amendments was 25.1 %. |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | 11. Warrant liability Warrant labilities ($'000) At January 1, 2023 $ 643 Fair value changes during the year ( 245 ) Foreign exchange 14 At December 31, 2023 412 Fair value changes during the quarter 448 Foreign exchange ( 5 ) At March 31, 2024 $ 855 The change in fair value of the warrant liability represents an unrealized loss in the quarter ended March 31, 2024 and an unrealized gain in the quarter ended March 31, 2023. Warrant liability – private placement As a part of a private placement transaction on June 3, 2020, the participating investors received conditional warrants entitling them to subscribe for an aggregate of 161,048,366 ordinary shares in the Company at an exercise price of £ 0.348 per warrant and were exercisable until June 2023 when they expired. The warrants were classified as liabilities as the Company did not have an unconditional right to avoid redeeming the instruments for cash. As the warrants expired in 2023, the fair value of the warrant liability was $nil as of both March 31, 2024 and December 31, 2023. Warrant liability – bank loan As of March 31, 2024, the former lenders of the Company have warrants outstanding to purchase a total of 1,243,908 ordinary shares at an exercise price of £ 2.95 per share, exercisable until August 2027 and a total of 1,243,908 ordinary shares at an exercise price of $ 0.4144 per share, exercisable on dates between August 2027 and October 2028. The fair value of these warrants was $ 0.9 million and $ 0.4 million at March 31, 2024 and December 31, 2023 respectively. The change in the fair value of $ 0.4 million was recognized as a loss in the unaudited condensed consolidated statements of operations and comprehensive loss. There were no warrants exercised during either the quarter ended March 31, 2024 or 2023. Total outstanding warrants As of March 31, 2024 and December 31, 2023, a total of 2,487,816 warrants are outstanding. These warrants outstanding are equivalent to 0.4 % of the issued ordinary share capital of the Company at March 31, 2024 and December 31, 2023. The following table lists the weighted average inputs to the models used to calculate the fair value of warrants: March 31, December 31, 2024 2023 Expected volatility (%) 90 102 Risk-free interest rate (%) 3.80 3.36 Expected life of warrants (years) 3.9 5.2 Market price of ADS ($) 3.41 2.31 Model used Black-Scholes Black-Scholes |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | 12. Shareholders’ Equity Common Shares Number of Cost At January 1, 2023 and March 31, 2023 624,928,519 2,478 At January 1, 2024 701,217,089 2,775 Share options exercised in the quarter 132,345 — At March 31,2024 701,349,434 2,775 During the quarter ended March 31, 2024, 132,345 ordinary shares were issued due to the exercise of employee share options in March. The exercise of employee share options were satisfied by d elivering shares from the Employee Benefit Trust until all of the shares in the Employee Benefit Trust were used and the trust was terminated. |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | 13. Share based compensation The Company currently grants equity awards under the Mereo 2019 Equity Incentive Plan (the "2019 EIP") and the 2019 Non-Employee Equity Incentive Plan (the “2019 NED EIP”). There are also still outstanding awards under two previous plans, the 2015 Plan and the Mereo Share Option Plan (together the "Previous Share Option Plans"), however no awards have been granted under these plans since 2016 and no further grants are envisioned. The total number of ADSs available for issue under the 2019 EIP and 2019 NED EIP was 9.0 million a s of March 31, 2024. The charge for share-based compensation arises solely in respect of awards made under these two active plans as follows: Three months ended March 31, 2024 2023 ($'000) ($'000) 2019 EIP 1,459 1,207 2019 NED EIP 591 428 Total 2,050 1,635 As of March 31, 2024, the total unrecognized compensation cost related to outstanding share awards was $ 9.3 million, which the Company expects to recognize over a weighted-average period of 1.7 years . 2019 EIP The Company has awarded the following instruments under the 2019 EIP: Market Value Options (“Options”) A summary of the Company’s Option activity and related information under the 2019 EIP for the three months ended March 31, 2024 is as follows; all outstanding Options are expected to vest: Number of Weighted Weighted Aggregate At December 31, 2023 9,595,161 1.63 1.41 8,122 Granted 2,414,404 3.36 2.60 120 Forfeited ( 40,288 ) 1.77 1.53 67 Exercised ( 119,217 ) 3.36 2.78 239 Expired — — — — At March 31, 2024 11,850,060 1.98 1.65 17,349 Vested 4,713,688 1.98 1.67 6,753 Nonvested 7,136,372 1.98 1.64 10,172 At December 31, 2023, 6,169,952 Options with a weighted average grant date fair value of $ 1.13 were nonvested. The weighted average per share fair value of options vesting during the quarter ended March 31, 2024 was $ 1.43 (2023: $ 1.55 ). At March 31, 2024, the weighted average contractual life of Options outstanding was 8.3 years (2023: 8.1 years) and for vested Options was 7.4 years (2023: 7.1 years). The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted market price of the Company’s ADSs for the Options that were in-the-money at March 31, 2024. The fair value of each Option is estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted average assumptions: Three Months Ended 2024 2023 Market value of ADSs ($) 3.36 1.89 Risk-free interest rate (%) 4.01 % 3.43 % Expected life (years) 6.25 10.00 Expected volatility (%) 90.80 % 98.01 % Expected dividends — — The expected volatility assumption is calculated by reference to the historical volatility of an appropriate peer group of companies for a period equal to the expected term of the Option. The grant date fair value is recognized over the requisite service period using the accelerated graded-vesting attribution method. Restricted Stock Units (“RSUs”) RSUs were first awarded in 2023 and each RSU entitles the holder a conditional right to receive an ADS at no cost upon the completion of the applicable vesting period. RSUs granted under the EIP vest over three years with one-third of the awards vesting on the first anniversary of the grant date and the remainder vesting in four equal six-monthly installments thereafter. Upon vesting of the RSUs, the Company issues the requisite ADSs, a portion of which are sold to satisfy the resulting withholding tax obligations, and the remaining ADSs are delivered to the holder. RSUs have a maximum contractual life of 3.0 years. A summary of the Company’s RSU activity and related information under the 2019 EIP for 2023 is as follows. As of March 31, 2024 all outstanding RSUs are expected to vest: Number of Weighted Aggregate At December 31, 2023 489,225 1.03 1,130 Granted 204,914 3.36 — Vested ( 142,583 ) 1.01 481 Forfeited ( 23,533 ) 1.36 — At March 31, 2024 528,023 1.93 1,801 At March 31, 2024, the weighted average remaining period of RSUs outstanding was 2.3 years. The aggregate intrinsic value is calculated as the quoted market price of the Company’s ADSs at March 31, 2024. The fair value of each RSU was calculated by reference to the value of the shares awarded. The grant date fair value is recognized over the vesting period using the accelerated graded-vesting attribution method. Performance Based Restricted Stock Units (PSUs) PSUs were first awarded in 2023 and each PSU entitles the holder a conditional right to receive an ADS at no cost upon satisfaction of four escalating ADS price performance targets over a two year performance period following the date of grant. A summary of the Company’s PSU activity and related information under the 2019 EIP for the first quarter of 2024 is as follows. As of March 31, 2024, performance conditions on 802,890 PSUs had been met and the awards will vest in June 2024. Number of Weighted Aggregate At December 31, 2023 1,338,150 0.61 3,091 Granted — — — Forfeited — — — At March 31, 2024 1,338,150 0.61 4,563 At March 31, 2024, the weighted average contractual life of PSUs outstanding was 0.3 years. The grant date fair value is recognized over the expected life using the straight-line attribution method. 2019 NED EIP The Company has awarded the following instruments under the 2019 NED EIP: Options Options permit the recipient to purchase ADSs at an exercise price equal to the market price of the underlying ADSs on the date of grant. Options issued under the 2019 NED EIP have a contractual term of 10 years and vest in equal monthly installments over one year. There are no performance conditions. A summary of the Company’s Option activity and related information under the 2019 NED EIP for the first quarter of 2024 is as follows; all outstanding Options are expected to vest: Number of Weighted Weighted Aggregate At December 31, 2023 1,355,087 1.66 1.43 1,166 Granted 360,000 3.87 2.83 1,228 Forfeited — — — — At March 31, 2024 1,715,087 2.12 1.72 2,450 Vested 1,385,087 1.71 1.46 2,450 Nonvested 330,000 3.87 2.83 — At December 31, 2023, 73,336 Options with a weighted average grant date fair value of $ 0.84 were nonvested. The weighted average per share fair value of options vesting during the quarter ended March 31, 2024 was $ 1.42 (2023: $ 1.38 ). At March 31, 2024, the weighted average contractual life of Options outstanding was 7.8 years (2023: 8.0 years) and for vested Options was 8.2 years (2023: 7.9 years). The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted market price of the Company’s shares for the Options that were in-the-money at March 31, 2024. The fair value of each Option is estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted average assumptions: Three Months Ended 2024 2023 Market value of ADSs ($) 3.87 0.94 Risk-free interest rate (%) 4.08 % 3.36 % Expected life (years) 5.25 10.00 Expected volatility (%) 90.67 % 97.94 % Expected dividends — — The expected volatility assumption is calculated by reference to the historical volatility of an appropriate peer group of companies for a period equal to the expected term of the Option. The grant date fair value is recognized over the vesting period using the accelerated graded-vesting attribution method. Deferred Restricted Stock Units (“DRSUs”) Non-executive directors may voluntarily elect to convert their annual cash fees for services on the board of directors and DRSUs were granted to NEDs who made such elections. The number of DRSUs granted is determined by dividing the amount of the annual cash compensation by the average closing trading price of the Company's ADSs over the most recent 30 trading days as of the date of grant. Each DRSU entitles the holder to receive an ADS at no cost upon the completion of the vesting period. DRSUs granted under the 2019 NED EIP vest in substantially equal monthly installments over the plan year. Payment of DRSUs in ADSs will generally be 180 days following separation of service but have no specified contractual term. A summary of the Company’s DRSU activity and related information under the 2019 NED EIP for the first quarter of 2024 is as follows. At March 31, 2024 all DRSUs are expected to vest: Number of Weighted Aggregate At December 31, 2023 729,982 1.01 1,686 Granted 125,393 3.87 — Forfeited — — — At March 31, 2024 855,375 1.43 1,776 Vested 740,429 1.05 1,443 Nonvested 114,946 3.87 — The aggregate intrinsic value is calculated as the quoted market price of the Company’s ADSs at March 31, 2024. The fair value of each DRSU was calculated by reference to the value of the shares awarded. The grant date fair value is recognized over the vesting period using the accelerated graded-vesting attribution method. Previous Share Option Plans Mereo previously granted options to employees under two separate plans, the Mereo BioPharma Group Limited Share Option Plan (the “2015 Plan”) and the Mereo Share Option Plan (the “Share Option Plan”). No awards have been granted under either of these plans since 2017 and following the introduction of the 2019 EIP and the 2019 NED EIP, no further awards are envisioned. All awards made under these plans became fully vested, with all compensation cost fully recognized, before December 31, 2021. A summary of the awards still outstanding under these plans is as follows: Number of Weighted Weighted Aggregate At December 31, 2023 1,572,358 9.22 8.19 — Expired ( 152,491 ) — — — At March 31, 2024 1,419,867 9.24 9.05 — At March 31, 2024, the weighted average contractual life of options outstanding and vested was 1.59 years (2023: 1.8 years). |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 14. Loss per share Basic loss per share is calculated by dividing the loss attributable for the year to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is based on dividing the loss attributable for the year, adjusted for the effect of dilutive ordinary shares, by ordinary share equivalents, which includes the weighted average number of ordinary shares outstanding and the effect of dilutive ordinary share equivalents. Three months ended March 31, 2024 2023 ($'000, except share and per share ($'000, except share and per share Net loss $ ( 8,951 ) $ ( 12,076 ) Net loss per share - basic and diluted $ ( 0.01 ) $ ( 0.02 ) Weighted-average number of shares used in computing net loss per share - basic and diluted 700,263,490 623,925,635 Quarter ended March 31, 2024 2023 Stock options to purchase ordinary shares 67,825,735 61,906,165 Restricted stock units 2,640,115 3,088,750 Performance stock units 6,690,750 6,690,750 Convertible loan notes (as converted to ordinary shares) 15,983,094 14,674,867 Convertible loan notes - private placement (as converted to ordinary shares) — 41,574,726 Warrants to purchase ordinary shares (as converted to ordinary shares) 2,487,816 147,431,351 For the three months ended March 31, 2024, and 2023, stock options, restricted stock units, performance stock units, convertible loan notes and warrants were anti-dilutive as they would have decreased the loss per share and were excluded from the calculation of diluted loss per share. Therefore, the weighted average shares outstanding used to calculate both the basic and diluted loss per share was the same. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and contingencies Indemnification agreements In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with the Articles of Association in force on March 31, 2024, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims. Novartis Asset Purchase agreements The Company issued to Novartis loan notes and agreed to make future payments to Novartis comprising amounts equal to ascending specified percentages of tiered Quarterly worldwide net sales (beginning at high single digits and reaching into double digits at higher sales) of products that include the assets acquired. The levels of ascending percentages of tiered Quarterly worldwide net sales are stipulated under the respective Purchase Agreements. The Company further agreed that in the event it transfers, licenses, assigns or leases all or substantially all of its assets, it will pay Novartis a percentage of the proceeds of such transaction. The payment of a percentage of proceeds is not payable with respect to any transaction involving equity interests of Mereo BioPharma Group plc, a merger or consolidation of Mereo BioPharma Group plc, or a sale of any assets of Mereo BioPharma Group plc. License agreements In October 2017, the Company entered into an exclusive license and option agreement (“the License Agreement”), to obtain from AstraZeneca an exclusive worldwide, sub-licensable license under AstraZeneca’s intellectual property rights relating to alvelestat, with an option to acquire such intellectual property rights following commencement of a pivotal trial and payment of related milestone payments (“the Option”), together with the acquisition of certain related assets. Upon entering into the License Agreement, the Company made a payment of $ 3.0 million and issued 490,798 ordinary shares to AstraZeneca, for an aggregate upfront payment equal to $ 5.0 million. In connection with certain development and regulatory milestones, the Company has agreed to make payments of up to $ 115.5 million in the aggregate and issue additional ordinary shares to AstraZeneca for licensed products containing alvelestat. In addition, the Company has agreed to make payments to AstraZeneca based on specified commercial milestones of the product. The Company has also agreed to pay a specified percentage of sub-licensing revenue to AstraZeneca and to make royalty payments to AstraZeneca equal to ascending specified percentages of tiered Quarterly worldwide net sales by the Company of licensed products (subject to certain reductions), ranging from the high single digits to low double digits. Royalties will be payable on a licensed-product-by-licensed-product and country-by-country basis until the later of ten years after the first commercial sale of such licensed product in such country and expiration of the last patent covering such licensed product in such country that would be sufficient to prevent generic entry. The Company has agreed to use commercially reasonable efforts to develop and commercialize at least one licensed product. The License Agreement will expire on the expiration of the last-to-expire royalty term with respect to all licensed products. Upon the expiration of the royalty term for a licensed product in a particular country, the licenses to the Company for such product in such country will become fully paid and irrevocable. Prior to exercise of the Option, if at all, the Company may terminate the License Agreement upon prior written notice. Either party may terminate the agreement upon prior written notice for the other party’s material breach that remains uncured for a specified period of time or insolvency. Research and development activities The Company enters into contracts in the normal course of business with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”) and other third parties to assist in the performance of research and development activities and other services and products for operating purposes. The contracts with CROs generally provide for termination on notice, and therefore, are cancellable contracts and not included herein. The Company has manufacturing commitments with CMOs of $ 3.1 million as of March 31, 2024. Legal proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. The Company was not a party to any material litigation and did not have any material contingency reserves established for any liabilities as of March 31, 2024, and December 31, 2023. |
Related Party Disclosures
Related Party Disclosures | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related party disclosures | 16. Related party disclosures In the three months ended March 31, 2024, and 2023, there were no reportable related party transactions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent events On April 23, 2024, the CVR described in Note 4 expired with no further amounts payable. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024 (the “2023 Annual Report”). Since the date of such consolidated financial statements, there have been no changes to the Company’s significant accounting policies. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2024, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023. |
Going concern | Going concern The Company has prepared its financial statements on the basis that it will continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Update, or ASU, 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of delays in initiating or continuing research programs and clinical trials, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, if approved, dependence on key personnel and collaboration partners, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations, and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. Even if the Company’s research and development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company has historically been loss making and anticipates that it will continue to incur losses for the foreseeable future and had an accumulated deficit of $ 428.6 million as of March 31, 2024. The Company has funded these losses through a combination of public equity, private equity and debt financings, and it expects it will continue to do so until such time as it can generate significant revenue from product sales, or other commercial revenues, if ever, or through licensing and/or collaboration agreements for its rare disease or oncology product candidates. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The Company currently operates in a period of economic uncertainty which has been significantly impacted by domestic and global monetary and fiscal policy, geopolitical conflicts such as the ongoing wars involving Ukraine and Israel, inflation and interest rates, and fluctuations in monetary exchange rates. While the Company has experienced limited financial impacts at this time, these factors may in turn adversely impact the Company’s ability to deliver its goals so the Company continues to monitor these factors and events and the potential effects each may have on the Company’s business, financial condition, results of operations and growth prospects. As of March 31, 2024, the Company had cash and cash equivalents of $ 48.7 million. The Company expects that its cash and cash equivalents as of March 31, 2024, will be sufficient to fund its operations and capital expenditure requirements for at least twelve months from the date of filing of this Quarterly Report on Form 10-Q. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in the Company's unaudited condensed financial statements include, but are not limited to, revenue recognition on contracts with customers and convertible loan notes. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis and classified under the appropriate level of the fair value hierarchy as described above: There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2024. As of March 31, 2024 Total Level 1 Level 2 Level 3 ($'000) ($'000) ($'000) ($'000) Financial liabilities Warrant liabilities 855 — 855 — CVR liability — — — — As of December 31, 2023 Total Level 1 Level 2 Level 3 ($'000) ($'000) ($'000) ($'000) Financial liabilities Warrant liabilities 412 — 412 — CVR liability — — — — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: March 31, December 31, 2024 2023 ($'000) ($'000) VAT receivable $ 502 $ 599 Prepaid research and development services 1,375 632 Insurance claim receivable — 1,950 Security deposits 447 615 Other prepaid expense and current assets 864 1,360 Total $ 3,188 $ 5,156 |
Property and equipment , net (T
Property and equipment , net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): March 31, December 31, 2024 2023 ($'000) ($'000) Leasehold improvements $ 704 $ 710 Office equipment 198 199 IT equipment 294 296 Property and equipment, at cost 1,196 1,205 Less: accumulated depreciation ( 836 ) ( 800 ) Property and equipment, net $ 360 $ 405 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Maturities of Operating lease liabilities | As of March 31, 2024 2023 Operating leases Weighted-average remaining contractual lease term (years) 2.20 3.30 Weighted average discount rate 10.0 % 10.0 % Three months ended March 31, 2024 2023 ($'000) ($'000) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 194 $ 153 |
Weighted Average Remaining Lease Term and Discount Rate | The following table summarizes the maturities of the Company’s operating lease liabilities as of March 31, 2024: As of March 31, 2024 ($'000) Maturity analysis of the operating lease liabilities for the years ending December 31, 2024 $ 578 2025 771 2026 193 Total undiscounted payments 1,542 Less: Present value discount ( 153 ) Lease liability $ 1,389 Lease liability - current $ 662 Lease liability - non-current $ 727 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other current liabilities | Other current liabilities consist of the following: March 31, December 31, 2024 2023 ($'000) ($'000) Social security and other taxes $ 391 $ 280 Deferred consideration liability 290 711 Other current liabilities 37 30 Total $ 718 $ 1,021 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: March 31, December 31, 2024 2023 ($'000) ($'000) Accrued research and development costs $ 566 $ 1,821 Accrued legal fees 375 266 Accrued bonus 428 1,624 Accrued audit fees 417 671 Accrued professional fees 353 338 Accrued local taxes — 382 Other accrued expenses 400 365 Total $ 2,539 $ 5,467 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Share Based Compensation | The charge for share-based compensation arises solely in respect of awards made under these two active plans as follows: Three months ended March 31, 2024 2023 ($'000) ($'000) 2019 EIP 1,459 1,207 2019 NED EIP 591 428 Total 2,050 1,635 |
Summary of Option Activity and Related Information | A summary of the Company’s Option activity and related information under the 2019 EIP for the three months ended March 31, 2024 is as follows; all outstanding Options are expected to vest: Number of Weighted Weighted Aggregate At December 31, 2023 9,595,161 1.63 1.41 8,122 Granted 2,414,404 3.36 2.60 120 Forfeited ( 40,288 ) 1.77 1.53 67 Exercised ( 119,217 ) 3.36 2.78 239 Expired — — — — At March 31, 2024 11,850,060 1.98 1.65 17,349 Vested 4,713,688 1.98 1.67 6,753 Nonvested 7,136,372 1.98 1.64 10,172 |
Summary of Assumptions used in Black-Scholes Option Pricing Model | The fair value of each Option is estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted average assumptions: Three Months Ended 2024 2023 Market value of ADSs ($) 3.36 1.89 Risk-free interest rate (%) 4.01 % 3.43 % Expected life (years) 6.25 10.00 Expected volatility (%) 90.80 % 98.01 % Expected dividends — — |
Summary of Restricted Stock Unit Activity and Related Information | A summary of the Company’s RSU activity and related information under the 2019 EIP for 2023 is as follows. As of March 31, 2024 all outstanding RSUs are expected to vest: Number of Weighted Aggregate At December 31, 2023 489,225 1.03 1,130 Granted 204,914 3.36 — Vested ( 142,583 ) 1.01 481 Forfeited ( 23,533 ) 1.36 — At March 31, 2024 528,023 1.93 1,801 |
Summary of Performance Based Restricted Stock Unit (PSUs) Activity and Related Information | A summary of the Company’s PSU activity and related information under the 2019 EIP for the first quarter of 2024 is as follows. As of March 31, 2024, performance conditions on 802,890 PSUs had been met and the awards will vest in June 2024. Number of Weighted Aggregate At December 31, 2023 1,338,150 0.61 3,091 Granted — — — Forfeited — — — At March 31, 2024 1,338,150 0.61 4,563 |
Employee Stock Option | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Option Activity and Related Information | A summary of the Company’s Option activity and related information under the 2019 NED EIP for the first quarter of 2024 is as follows; all outstanding Options are expected to vest: Number of Weighted Weighted Aggregate At December 31, 2023 1,355,087 1.66 1.43 1,166 Granted 360,000 3.87 2.83 1,228 Forfeited — — — — At March 31, 2024 1,715,087 2.12 1.72 2,450 Vested 1,385,087 1.71 1.46 2,450 Nonvested 330,000 3.87 2.83 — |
Summary of Assumptions used in Black-Scholes Option Pricing Model | The fair value of each Option is estimated on the date of grant using the Black-Scholes option pricing model based on the following weighted average assumptions: Three Months Ended 2024 2023 Market value of ADSs ($) 3.87 0.94 Risk-free interest rate (%) 4.08 % 3.36 % Expected life (years) 5.25 10.00 Expected volatility (%) 90.67 % 97.94 % Expected dividends — — |
Deferred Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Unit Activity and Related Information | A summary of the Company’s DRSU activity and related information under the 2019 NED EIP for the first quarter of 2024 is as follows. At March 31, 2024 all DRSUs are expected to vest: Number of Weighted Aggregate At December 31, 2023 729,982 1.01 1,686 Granted 125,393 3.87 — Forfeited — — — At March 31, 2024 855,375 1.43 1,776 Vested 740,429 1.05 1,443 Nonvested 114,946 3.87 — |
Previous Share Option Plans [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Option Activity and Related Information | A summary of the awards still outstanding under these plans is as follows: Number of Weighted Weighted Aggregate At December 31, 2023 1,572,358 9.22 8.19 — Expired ( 152,491 ) — — — At March 31, 2024 1,419,867 9.24 9.05 — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Ordinary Shares Outstanding and The Effect of Dilutive Ordinary Share | Diluted loss per share is based on dividing the loss attributable for the year, adjusted for the effect of dilutive ordinary shares, by ordinary share equivalents, which includes the weighted average number of ordinary shares outstanding and the effect of dilutive ordinary share equivalents. Three months ended March 31, 2024 2023 ($'000, except share and per share ($'000, except share and per share Net loss $ ( 8,951 ) $ ( 12,076 ) Net loss per share - basic and diluted $ ( 0.01 ) $ ( 0.02 ) Weighted-average number of shares used in computing net loss per share - basic and diluted 700,263,490 623,925,635 |
Schedule of Potentially Dilutive Shares Were Not Included In The Calculation of Diluted Shares Outstanding. | Quarter ended March 31, 2024 2023 Stock options to purchase ordinary shares 67,825,735 61,906,165 Restricted stock units 2,640,115 3,088,750 Performance stock units 6,690,750 6,690,750 Convertible loan notes (as converted to ordinary shares) 15,983,094 14,674,867 Convertible loan notes - private placement (as converted to ordinary shares) — 41,574,726 Warrants to purchase ordinary shares (as converted to ordinary shares) 2,487,816 147,431,351 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Summary of Common Shares | Number of Cost At January 1, 2023 and March 31, 2023 624,928,519 2,478 At January 1, 2024 701,217,089 2,775 Share options exercised in the quarter 132,345 — At March 31,2024 701,349,434 2,775 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule on the Fair Value Change in Derivative Liabilities | Warrant labilities ($'000) At January 1, 2023 $ 643 Fair value changes during the year ( 245 ) Foreign exchange 14 At December 31, 2023 412 Fair value changes during the quarter 448 Foreign exchange ( 5 ) At March 31, 2024 $ 855 |
Shedule Of Weighted Average Inputs To The Models Used For The Fair Value Of Warrants Granted Explanatory | The following table lists the weighted average inputs to the models used to calculate the fair value of warrants: March 31, December 31, 2024 2023 Expected volatility (%) 90 102 Risk-free interest rate (%) 3.80 3.36 Expected life of warrants (years) 3.9 5.2 Market price of ADS ($) 3.41 2.31 Model used Black-Scholes Black-Scholes |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (428,581) | $ (419,630) |
Cash and cash equivalents | $ 48,660 | $ 57,421 |
Fair Value Measurement (Additio
Fair Value Measurement (Additional Information) (Details) - Contingent Value Rights - USD ($) | Apr. 23, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities Fair Value Disclosure | $ 0 | $ 0 | |
Undiscounted [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 80,000,000 | ||
Subsequent Event [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Amounts payable | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of financial assets and liabilities measured at fair value on a recurring basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Contingent Value Rights | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | $ 0 | $ 0 |
Warrants to purchase ordinary shares (as converted to ordinary shares) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 855 | 412 |
Level 1 | Contingent Value Rights | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 1 | Warrants to purchase ordinary shares (as converted to ordinary shares) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 2 | Contingent Value Rights | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 2 | Warrants to purchase ordinary shares (as converted to ordinary shares) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 855 | 412 |
Level 3 | Contingent Value Rights | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 3 | Warrants to purchase ordinary shares (as converted to ordinary shares) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure, Total | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets - Schedule of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
VAT receivable | $ 502 | $ 599 |
Prepaid research and development services | 1,375 | 632 |
Insurance claim receivable | 0 | 1,950 |
Security deposits | 447 | 615 |
Other prepaid expense and current assets | 864 | 1,360 |
Total | $ 3,188 | $ 5,156 |
Property and equipment , net -
Property and equipment , net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,196 | $ 1,205 |
Less: accumulated depreciation | (836) | (800) |
Property and equipment, net | 360 | 405 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 704 | 710 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 198 | 199 |
IT Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 294 | $ 296 |
Property and equipment , net _2
Property and equipment , net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Depreciation | $ 41 | $ 42 |
Maximum | ||
Depreciation | $ 100 | $ 100 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2026 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Operating cash flows from operating leases | $ 194 | $ 153 | ||
Operating Costs and Expenses, Total | 200 | 200 | ||
Operating right of use assets recognized | 1,109 | $ 1,245 | ||
Amortization of operating lease right-of-use assets | $ 126 | $ 121 | ||
Subsequent Event [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Lease Expiration Date | Jun. 30, 2026 | |||
Lease period extension | Subsequent Event [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Lease Expiration Date | Jun. 30, 2026 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 31, 2024 | Mar. 31, 2023 |
Leases [Abstract] | ||
Weighted-average remaining contractual lease term (years) | 2 years 2 months 12 days | 3 years 3 months 18 days |
Weighted average discount rate | 10% | 10% |
Leases - Cash paid for lease li
Leases - Cash paid for lease liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 194 | $ 153 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating lease liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 | $ 578 | |
2025 | 771 | |
2026 | 193 | |
Total undiscounted payments | 1,542 | |
Less: Present value discount | (153) | |
Lease Liability | 1,389 | |
Lease liability - current | 662 | $ 652 |
Lease liability - non current | $ 727 | $ 906 |
Other current liabilities - Sch
Other current liabilities - Schedule of Other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Social security and other taxes | $ 391 | $ 280 |
Deferred consideration liability | 290 | 711 |
Other current liabilities | 37 | 30 |
Total | $ 718 | $ 1,021 |
Accrued expenses - Schedule of
Accrued expenses - Schedule of Accrued expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued research and development costs | $ 566 | $ 1,821 |
Accrued legal fees | 375 | 266 |
Accrued bonus | 428 | 1,624 |
Accrued audit fees | 417 | 671 |
Accrued professional fees | 353 | 338 |
Accrued local taxes | 0 | 382 |
Other accrued expenses | 400 | 365 |
Total | $ 2,539 | $ 5,467 |
Convertible Loan Notes (Additio
Convertible Loan Notes (Additional Information) (Details) £ / shares in Units, £ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Feb. 10, 2023 USD ($) shares | Feb. 10, 2020 GBP (£) £ / shares shares | May 31, 2023 USD ($) shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2023 £ / shares | Jan. 01, 2023 GBP (£) £ / shares | Jan. 01, 2023 USD ($) | Feb. 10, 2020 USD ($) shares | |
Ordinary Shares [Member] | Novartis Pharma [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise Price of Warrants Issued | £ / shares | £ 0.265 | ||||||||||
Novartis Loan Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate | 6% | 6% | |||||||||
Carrying Value of Debt Instrument | $ 4,600,000 | $ 4,400,000 | |||||||||
Fair value of convertible debt | $ 3,200,000 | $ 3,100,000 | |||||||||
Debt Instrument, Effective Interest Rate | 27.80% | 37.40% | |||||||||
Novartis Loan Note [Member] | Novartis Pharma [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount of Convertible Note | £ 3.8 | $ 5,200,000 | |||||||||
Conversion Price Per Share | £ / shares | £ 0.265 | ||||||||||
Debt Instrument, Maturity Date | Feb. 10, 2023 | ||||||||||
Warrants Convertible in Equity | shares | 1,449,614 | 1,449,614 | |||||||||
Debt Instrument, Extended Maturity Date | Feb. 10, 2025 | ||||||||||
Debt Instrument, Amended Interest Rate | 9% | ||||||||||
Debt Instrument, Amended Accrued Interest | $ 900,000 | ||||||||||
Novartis Loan Note [Member] | Ordinary Shares [Member] | Novartis Pharma [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants Convertible in Equity | shares | 2,000,000 | ||||||||||
New Novartis Loan Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Carrying Value of Debt Instrument | $ 5,500,000 | ||||||||||
Debt Instrument, Consideration, Liability Recognised Two | 3,400,000 | ||||||||||
Debt Instrument, Interest Paid in Cash | 900,000 | ||||||||||
Relative Fair value of the Warrants and The Conversion Option | 1,300,000 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | ||||||||||
Debt, Interest Expense | $ 300,000 | $ 300,000 | |||||||||
Convertible Debt Instrument [Member] | Private Placement Loan Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate | 6% | 6% | |||||||||
Debt Instrument, Maturity Date | Jun. 03, 2023 | ||||||||||
Debt Instrument, Extended Maturity Date | Aug. 03, 2023 | ||||||||||
Debt, Interest Expense | $ 500,000 | ||||||||||
Debt Instrument, Effective Interest Rate | 27.10% | 25.10% | |||||||||
Debt Instrument, Aggregate Principal Amount | $ 4,600,000 | £ 6.2 | $ 7,500,000 | ||||||||
Issuance of Private Placement Loan Notes | $ 70,000,000 | ||||||||||
Changes in Carrying Value of Debt Instrument | $ 600,000 | ||||||||||
Payment of Debt Outstanding Amount | $ 3,200,000 | ||||||||||
Convertible Debt Instrument [Member] | Ordinary Shares [Member] | Private Placement Loan Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion Price Per Share | £ / shares | £ 0.174 | ||||||||||
Debt Instrument,Conversion, Shares Issued | shares | 17,774,895 | 9,645,200 | |||||||||
Share Issued, Price per Share | £ / shares | £ 0.174 |
Warrant liability - Summary of
Warrant liability - Summary of change in fair value of the warrant liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrant liability , Beginning Period | $ 412 | $ 643 |
Fair Value Changes during The Year | 448 | (245) |
Foreign Exchange | (5) | 14 |
Warrant liability , Ending Period | $ 855 | $ 412 |
Warrant liability - Summary o_2
Warrant liability - Summary of weighted average inputs to the models used for the fair value of warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
Expected volatility (%) | 90% | 102% |
Risk-free interest rate (%) | 3.80% | 3.36% |
Expected life of warrants (years) | 3 years 10 months 24 days | 5 years 2 months 12 days |
Market price of ADS ($) | $ 3.41 | $ 2.31 |
Model used | Black-Scholes | Black-Scholes |
Warrant Liability (Additional I
Warrant Liability (Additional Information) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Mar. 31, 2024 £ / shares | Dec. 31, 2022 USD ($) | Jun. 30, 2020 £ / shares shares | |
Class of Warrant or Right [Line Items] | |||||
Warrant Liability | $ | $ 855 | $ 412 | $ 643 | ||
Percentage of issued share capital | 0.40% | 0.40% | |||
Warrant Member | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants Outstanding | 2,487,816 | 2,487,816 | |||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants Issued | 161,048,366 | ||||
Exercise Price Per Warrants | £ / shares | £ 0.348 | ||||
Bank Loan | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant Liability | $ | $ 900 | $ 400 | |||
Adjustments Of Warrants Fair Value | $ | $ 400 | ||||
Bank Loan | Ordinary Shares [Member] | Two Thousand And Twenty Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise Price Per Warrants | $ / shares | $ 0.4144 | ||||
Number Of Securities Called By Warrants | 1,243,908 | ||||
Bank Loan | Ordinary Shares [Member] | Warrants Subscribed | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise Price Per Warrants | £ / shares | £ 2.95 | ||||
Number Of Securities Called By Warrants | 1,243,908 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Common Shares (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Cost | $ 42,838 | $ 44,400 | $ 51,402 |
Cost | |||
Beginning balance, value | 50,537 | ||
Ending balance, value | $ 42,838 | ||
Common Shares | |||
Ordinery stock, shares outstanding | 701,349,434 | 624,928,519 | |
Cost | $ 2,775 | $ 2,478 | $ 2,478 |
Number of ordinary shares | |||
Beginning balance, shares | 701,217,089 | ||
Share options exercised in the quarter | 132,345,000 | ||
Ending balance, shares | 701,349,434 | ||
Cost | |||
Beginning balance, value | $ 2,775 | ||
Share options exercised in the quarter | 0 | ||
Ending balance, value | $ 2,775 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 shares | |
Employee Share Options [Member] | |
Issuance of ordinary shares, shares | 132,345 |
Revenue and Cost of revenue (Ad
Revenue and Cost of revenue (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Other current liabilities | $ 718 | $ 1,021 | |
Revenue | $ 0 | $ 0 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | ||
Total income tax expense/(credit) | $ 0 | $ 0 |
Share Based Compensation (Addit
Share Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 9.3 | |
Weighted average recognition term | 1 year 8 months 12 days | |
2019 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares authorized | 9,000,000 | |
Nonvested | $ 1.64 | |
Weighted average per share fair value of options, vesting | 1.67 | |
2019 Equity Incentive Plan [Member] | Options Vesting [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, nonvested | 6,169,952 | |
Nonvested | $ 1.13 | |
Weighted average per share fair value of options, vesting | $ 1.43 | $ 1.55 |
Weighted average contractual life of options, outstanding | 8 years 3 months 18 days | 8 years 1 month 6 days |
Weighted average contractual life of options, vested | 7 years 4 months 24 days | 7 years 1 month 6 days |
2019 Non-Executive Director Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares authorized | 9,000,000 | |
Nonvested | $ 2.83 | |
Weighted average per share fair value of options, vesting | $ 1.46 | |
2019 Non-Executive Director Equity Incentive Plan [Member] | Options Vesting [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share options, Contractual term | 10 years | |
Number of options, nonvested | 73,336 | |
Nonvested | $ 0.84 | |
Weighted average per share fair value of options, vesting | $ 1.42 | $ 1.38 |
Weighted average contractual life of options, outstanding | 7 years 9 months 18 days | 8 years |
Weighted average contractual life of options, vested | 8 years 2 months 12 days | 7 years 10 months 24 days |
Previous Share Option Plans [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average contractual life of options, vested | 1 year 7 months 2 days | 1 year 9 months 18 days |
Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average per share fair value of options, vesting | $ 1.01 | |
Weighted average contractual life of options, outstanding | 2 years 3 months 18 days | |
Restricted Stock Units [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average contractual life of options, outstanding | 3 years | |
Performance Based Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average contractual life of options, outstanding | 3 months 18 days | |
Performance based restricted stock units, expected to vest | 802,890 | |
Deferred Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested | $ 3.87 | |
Weighted average per share fair value of options, vesting | $ 1.05 | |
Deferred Restricted Stock Units [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercisable term | 180 days |
Share Based Compensation - Summ
Share Based Compensation - Summary of Share Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total | $ 2,050 | $ 1,635 |
2019 EIP | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total | 1,459 | 1,207 |
2019 NED EIP | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total | $ 591 | $ 428 |
Share Based Compensation - Su_2
Share Based Compensation - Summary of Option Activity and Related Information (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
2019 Equity Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Begining Balance | shares | 9,595,161 |
Granted | shares | 2,414,404 |
Forfeited | shares | (40,288) |
Exercised | shares | (119,217) |
Expired | shares | 0 |
Number of Options, Ending Balance | shares | 11,850,060 |
Vested | shares | 4,713,688 |
Nonvested | shares | 7,136,372 |
Weighted Average Exercise Price, Beginning Balance | $ 1.63 |
Granted | 3.36 |
Forfeited | 1.77 |
Exercised | 3.36 |
Expired | 0 |
Weighted Average Exercise Price, Ending Balance | 1.98 |
Vested | $ 1.98 |
Nonvested | $ | 1.98 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 1.41 |
Granted | 2.6 |
Forfeited | 1.53 |
Exercised | 2.78 |
Expired | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | 1.65 |
Vested | 1.67 |
Nonvested | $ 1.64 |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 8,122,000 |
Granted | $ | 120,000 |
Forfeited | $ | 67,000 |
Exercised | $ | 239,000 |
Expired | $ | 0 |
Aggregate Intrinsic Value, Ending Balance | $ | 17,349,000 |
Vested | $ | 6,753,000 |
Nonvested | $ | $ 10,172,000 |
2019 Non-Executive Director Equity Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Begining Balance | shares | 1,355,087 |
Granted | shares | 360,000 |
Forfeited | shares | 0 |
Number of Options, Ending Balance | shares | 1,715,087 |
Vested | shares | 1,385,087 |
Nonvested | shares | 330,000 |
Weighted Average Exercise Price, Beginning Balance | $ 1.66 |
Granted | 3.87 |
Forfeited | 0 |
Weighted Average Exercise Price, Ending Balance | 2.12 |
Vested | $ 1.71 |
Nonvested | $ | 3.87 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 1.43 |
Granted | 2.83 |
Forfeited | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | 1.72 |
Vested | 1.46 |
Nonvested | $ 2.83 |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 1,166,000 |
Granted | $ | 1,228,000 |
Forfeited | $ | 0 |
Aggregate Intrinsic Value, Ending Balance | $ | 2,450,000 |
Vested | $ | 2,450,000 |
Nonvested | $ | $ 0 |
Previous Share Option Plans [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Begining Balance | shares | 1,572,358 |
Expired | shares | (152,491) |
Number of Options, Ending Balance | shares | 1,419,867 |
Weighted Average Exercise Price, Beginning Balance | $ 9.22 |
Expired | 0 |
Weighted Average Exercise Price, Ending Balance | 9.24 |
Weighted Average Grant Date Fair Value, Beginning Balance | 8.19 |
Expired | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 9.05 |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 0 |
Expired | $ | 0 |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Share Based Compensation - Su_3
Share Based Compensation - Summary of Assumptions used in Black-Scholes Option Pricing Model (Details) - Share-Based Payment Arrangement [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
2019 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Market value of ADSs | $ 3.36 | $ 1.89 |
Risk-free interest rate (%) | 4.01% | 3.43% |
Expected life (years) | 6 years 3 months | 10 years |
Expected volatility (%) | 90.80% | 98.01% |
Expected dividends | $ 0 | $ 0 |
2019 Non-Executive Director Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Market value of ADSs | $ 3.87 | $ 0.94 |
Risk-free interest rate (%) | 4.08% | 3.36% |
Expected life (years) | 5 years 3 months | 10 years |
Expected volatility (%) | 90.67% | 97.94% |
Expected dividends | $ 0 | $ 0 |
Share Based Compensation - Su_4
Share Based Compensation - Summary of Restricted Stock Unit Activity and Related Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | shares | 489,225 |
Granted | shares | 204,914 |
Vested | shares | (142,583) |
Forfeited | shares | (23,533) |
Number of RSUs, Ending Balance | shares | 528,023 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 1.03 |
Granted | $ / shares | 3.36 |
Vested | $ / shares | 1.01 |
Forfeited | $ / shares | 1.36 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.93 |
Aggregate intrinsic value, Beginning Balance | $ | $ 1,130 |
Granted | $ | 0 |
Vested | $ | 481 |
Forfeited | $ | 0 |
Aggregate intrinsic value, Ending Balance | $ | $ 1,801 |
Deferred Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | shares | 729,982 |
Granted | shares | 125,393 |
Forfeited | shares | 0 |
Number of RSUs, Ending Balance | shares | 855,375 |
Vested | shares | 740,429 |
Nonvested | shares | 114,946 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 1.01 |
Granted | $ / shares | 3.87 |
Vested | $ / shares | 1.05 |
Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | 1.43 |
Nonvested | $ / shares | $ 3.87 |
Aggregate intrinsic value, Beginning Balance | $ | $ 1,686 |
Granted | $ | 0 |
Vested | $ | 1,443 |
Forfeited | $ | 0 |
Aggregate intrinsic value, Ending Balance | $ | 1,776 |
Nonvested | $ | $ 0 |
Share Based Compensation - Su_5
Share Based Compensation - Summary of Performance Based Restricted Stock Unit (PSUs) Activity and Related Information (Details) - Performance Based Restricted Stock Units [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | shares | 1,338,150 |
Granted | shares | 0 |
Forfeited | shares | 0 |
Number of RSUs, Ending Balance | shares | 1,338,150 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 0.61 |
Granted | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 0.61 |
Aggregate intrinsic value, Beginning Balance | $ | $ 3,091 |
Granted | $ | 0 |
Forfeited | $ | 0 |
Aggregate intrinsic value, Ending Balance | $ | $ 4,563 |
Loss per share - Schedule of We
Loss per share - Schedule of Weighted Average Number of Ordinary Shares Outstanding and The Effect of Dilutive Ordinary Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (8,951) | $ (12,076) |
Net loss per share - basic | $ (0.01) | $ (0.02) |
Net loss per share - diluted | $ (0.01) | $ (0.02) |
Weighted-average number of shares used in computing net loss per share - basic | 700,263,490 | 623,925,635 |
Weighted-average number of shares used in computing net loss per share - diluted | 700,263,490 | 623,925,635 |
Loss per share - Schedule of Po
Loss per share - Schedule of Potentially Dilutive Shares Were Not Included In The Calculation of Diluted Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Performance stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,690,750 | 6,690,750 |
Stock options to purchase ordinary shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 67,825,735 | 61,906,165 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,640,115 | 3,088,750 |
Convertible loan notes (as converted to ordinary shares) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,983,094 | 14,674,867 |
Convertible loan notes (as converted to ordinary shares) | Private Placement Loan Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 41,574,726 |
Warrants to purchase ordinary shares (as converted to ordinary shares) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,487,816 | 147,431,351 |
Commitments and contingencies (
Commitments and contingencies (Additional Information) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2017 | Mar. 31, 2024 | |
AstraZeneca [Member] | ||
Loss Contingencies [Line Items] | ||
Asset acquisition | $ 5 | |
AstraZeneca [Member] | License Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Asset acquisition | $ 3 | |
Shares issued for upfront payment | 490,798 | |
Maximum | AstraZeneca [Member] | ||
Loss Contingencies [Line Items] | ||
Maximum amount | $ 115.5 | |
CMOs [Member] | ||
Loss Contingencies [Line Items] | ||
Manufacturing commitments | $ 3.1 |
Related Party Disclosures (Addi
Related Party Disclosures (Additional Information) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related Party Transaction | $ 0 | $ 0 |
Subsequent events (Additional I
Subsequent events (Additional Information) (Details) | Apr. 23, 2024 USD ($) |
Subsequent Event [Member] | Contingent Value Rights [Member] | |
Subsequent Event [Line Items] | |
Amounts payable | $ 0 |