Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Entity Registrant Name | Autolus Therapeutics plc |
Entity Central Index Key | 0001730463 |
Document Type | 6-K |
Document Period End Date | Mar. 31, 2023 |
Amendment Flag | false |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 343,027 | $ 382,436 |
Restricted cash | 328 | 325 |
Prepaid expenses and other current assets | 50,530 | 43,010 |
Total current assets | 393,885 | 425,771 |
Non-current assets: | ||
Property and equipment, net | 34,667 | 35,209 |
Prepaid expenses and other non-current assets | 465 | 2,176 |
Operating lease right-of-use assets, net | 26,861 | 23,210 |
Long-term deposits | 1,821 | 1,832 |
Deferred tax asset | 2,272 | 2,076 |
Total assets | 459,971 | 490,274 |
Current liabilities: | ||
Accounts payable | 353 | 531 |
Accrued expenses and other liabilities | 34,463 | 40,797 |
Operating lease liabilities, current | 4,821 | 5,038 |
Total current liabilities | 39,637 | 46,366 |
Non-current liabilities: | ||
Operating lease liabilities, non-current | 22,495 | 19,218 |
Liability related to future royalties and sales milestones, net | 130,805 | 125,900 |
Other long-term payables | 114 | 116 |
Total liabilities | 193,051 | 191,600 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Additional paid-in capital | 1,010,041 | 1,007,625 |
Accumulated other comprehensive loss | (33,257) | (38,898) |
Accumulated deficit | (709,990) | (670,179) |
Total shareholders' equity | 266,920 | 298,674 |
Total liabilities and shareholders' equity | 459,971 | 490,274 |
Ordinary shares | ||
Shareholders' equity: | ||
Share value | $ 8 | $ 8 |
Shares issued (in shares) | 173,074,510 | 173,074,510 |
Shares outstanding (in shares) | 173,074,510 | 173,074,510 |
Deferred shares | ||
Shareholders' equity: | ||
Share value | $ 0 | $ 0 |
Shares issued (in shares) | 34,425 | 34,425 |
Shares outstanding (in shares) | 34,425 | 34,425 |
Deferred B Shares | ||
Shareholders' equity: | ||
Share value | $ 118 | $ 118 |
Shares issued (in shares) | 88,893,548 | 88,893,548 |
Shares outstanding (in shares) | 88,893,548 | 88,893,548 |
Deferred C Shares | ||
Shareholders' equity: | ||
Share value | $ 0 | $ 0 |
Shares issued (in shares) | 1 | 1 |
Shares outstanding (in shares) | 1 | 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) | Mar. 31, 2023 $ / shares shares | Mar. 31, 2023 £ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 £ / shares shares |
Ordinary shares | ||||
Shareholders' equity: | ||||
Stock par value (usd/gbp per share) | $ / shares | $ 0.000042 | $ 0.000042 | ||
Shares authorized (in shares) | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 |
Shares issued (in shares) | 173,074,510 | 173,074,510 | 173,074,510 | 173,074,510 |
Shares outstanding (in shares) | 173,074,510 | 173,074,510 | 173,074,510 | 173,074,510 |
Deferred shares | ||||
Shareholders' equity: | ||||
Stock par value (usd/gbp per share) | £ / shares | £ 0.00001 | £ 0.00001 | ||
Shares authorized (in shares) | 34,425 | 34,425 | 34,425 | 34,425 |
Shares issued (in shares) | 34,425 | 34,425 | 34,425 | 34,425 |
Shares outstanding (in shares) | 34,425 | 34,425 | 34,425 | 34,425 |
Deferred B Shares | ||||
Shareholders' equity: | ||||
Stock par value (usd/gbp per share) | £ / shares | £ 0.00099 | £ 0.00099 | ||
Shares authorized (in shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 |
Shares issued (in shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 |
Shares outstanding (in shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 |
Deferred C Shares | ||||
Shareholders' equity: | ||||
Stock par value (usd/gbp per share) | £ / shares | £ 0.000008 | £ 0.000008 | ||
Shares authorized (in shares) | 1 | 1 | 1 | 1 |
Shares issued (in shares) | 1 | 1 | 1 | 1 |
Shares outstanding (in shares) | 1 | 1 | 1 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ (31,344) | $ (33,963) |
General and administrative | (9,284) | (7,987) |
Loss on disposal of property and equipment | (3,768) | 0 |
Total operating expenses, net | (43,104) | (41,784) |
Other income (expense): | ||
Other income, net | 782 | 860 |
Interest income | 3,446 | 28 |
Interest expense | (4,905) | (1,790) |
Total other expense, net | (677) | (902) |
Net loss before income tax | (43,781) | (42,686) |
Income tax benefit | 3,970 | 5,624 |
Net loss attributable to ordinary shareholders | (39,811) | (37,062) |
Other comprehensive income (loss): | ||
Foreign currency exchange translation adjustment | 5,641 | (7,455) |
Total comprehensive loss | $ (34,170) | $ (44,517) |
Basic net loss per ordinary share (in usd per share) | $ (0.23) | $ (0.41) |
Diluted net loss per ordinary share (in usd per share) | $ (0.23) | $ (0.41) |
Weighted-average basic ordinary shares (in shares) | 173,825,825 | 90,914,175 |
Weighted-average diluted ordinary shares (in shares) | 173,825,825 | 90,914,175 |
Grant income | ||
Revenues | $ 0 | $ 166 |
License revenue | ||
Revenues | $ 1,292 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Total | Ordinary Shares | Deferred Shares | Deferred B Shares | Deferred C Shares | Common shares Ordinary Shares | Common shares Deferred Shares | Common shares Deferred B Shares | Common shares Deferred C Shares | Additional Paid in Capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 90,907,830 | 34,425 | 88,893,548 | 1 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 313,320 | $ 4 | $ 0 | $ 118 | $ 0 | $ 843,108 | $ (8,570) | $ (521,340) | ||||
Stockholders' Equity | ||||||||||||
Share-based compensation expense | 2,340 | 2,340 | ||||||||||
Exercise of share options (in shares) | 111 | |||||||||||
Exercise of share options | 0 | |||||||||||
Unrealized loss on foreign currency translation | (7,455) | (7,455) | ||||||||||
Net loss | (37,062) | (37,062) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 90,907,941 | 34,425 | 88,893,548 | 1 | ||||||||
Ending balance at Mar. 31, 2022 | 271,143 | $ 4 | $ 0 | $ 118 | $ 0 | 845,448 | (16,025) | (558,402) | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 173,074,510 | 34,425 | 88,893,548 | 1 | 173,074,510 | 34,425 | 88,893,548 | 1 | ||||
Beginning balance at Dec. 31, 2022 | 298,674 | $ 8 | $ 0 | $ 118 | $ 0 | 1,007,625 | (38,898) | (670,179) | ||||
Stockholders' Equity | ||||||||||||
Share-based compensation expense | 2,416 | 2,416 | ||||||||||
Unrealized loss on foreign currency translation | 5,641 | 5,641 | ||||||||||
Net loss | (39,811) | (39,811) | ||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 173,074,510 | 34,425 | 88,893,548 | 1 | 173,074,510 | 34,425 | 88,893,548 | 1 | ||||
Ending balance at Mar. 31, 2023 | $ 266,920 | $ 8 | $ 0 | $ 118 | $ 0 | $ 1,010,041 | $ (33,257) | $ (709,990) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (39,811) | $ (37,062) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,899 | 2,067 |
Non-cash share-based compensation | 2,408 | 2,340 |
Non-cash interest expense | 4,905 | 1,790 |
Foreign exchange differences | (2,985) | 0 |
Loss on termination of operating lease | 95 | 0 |
Loss on disposal of property and equipment | 3,789 | 0 |
Deferred income tax | (195) | (174) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (5,889) | (5,429) |
Prepaid expenses and other non-current assets | 1,797 | 180 |
Long-term deposits | 51 | 0 |
Accounts payable | (227) | (272) |
Accrued expenses and other liabilities | (7,056) | 1,890 |
Current and non-current operating lease liabilities, net of operating lease right of use assets | (1,200) | (360) |
Net cash used in operating activities | (42,419) | (35,030) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,622) | (771) |
Net cash used in investing activities | (3,622) | (771) |
Cash flows from financing activities: | ||
Payments of equity issuance costs | (691) | (1) |
Net cash used in financing activities | (691) | (1) |
Effect of exchange rate changes on cash and restricted cash | 7,326 | (5,982) |
Net decrease in cash, cash equivalents and restricted cash | (39,406) | (41,784) |
Cash, cash equivalents and restricted cash, beginning of period | 382,761 | 310,676 |
Cash, cash equivalents and restricted cash, end of period | 343,355 | 268,892 |
Supplemental non-cash flow information | ||
Property and equipment purchases included in accounts payable and accrued expenses | 3,692 | 593 |
Right of use assets obtained in exchange for operating lease liabilities | 5,173 | 0 |
Right of use assets terminated and obtained in exchange for operating lease liabilities, net | (1,110) | 0 |
Capitalized implementation costs included in accrued expenses | 270 | 0 |
Issuance costs included in accounts payable and accrued expenses | 272 | 16 |
Capitalized share-based compensation | 8 | 0 |
Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 343,027 | 268,558 |
Restricted cash | 328 | 334 |
Total cash and restricted cash | $ 343,355 | $ 268,892 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Autolus Therapeutics plc (the “Company”) is a biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer. Using its broad suite of proprietary and modular T cell programming technologies, the Company is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize cancer cells, break down their defense mechanisms and attack and kill these cells. The Company believes its programmed T cell therapies have the potential to be best-in-class and to offer cancer patients substantial benefits over the existing standard of care, including the potential for cure in some patients. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including precl inical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from its product sales. The Company has funded its operations primarily with proceeds from the sale of equity securities through public offerings and sales pursuant to the Company's at-the-market facility, government grants, U.K. research and development tax credits and receipts from the U.K. RDEC Scheme, "RDEC", out-licensing arrangements and strategic collaboration and financing agreements. The Company has incurred recurring losses since its inception, including net losses of $39.8 million and $37.1 million for the three months ended March 31, 2023 and 2022, respectively. The Company had an accumulated deficit of $710.0 million and $670.2 million as of March 31, 2023 and December 31, 2022, respectively. The Company expects to continue to generate operating losses in the foreseeable future. The Company’s inability to raise additional capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. As of the date these unaudited condensed consolidated financial statements are issued, the Company expects that its forecast cash will be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these unaudited condensed consolidated financial statements and accordingly have been prepared on the going concern basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include those of the Company and its wholly owned subsidiaries, Autolus Holdings (UK) Limited, Autolus Limited, Autolus Inc., and Autolus GmbH, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated upon consolidation. The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on March 7, 2023 (the “Annual Report”). In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under U.S. GAAP. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. As such, the information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022, included in the Annual Report. Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Autolus Therapeutics plc, is pound sterling. The functional currency of subsidiary operations is the applicable local currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. The Company recorded a foreign exchange gain of $0.8 million for the three months ended March 31, 2023 and 2022, respectively, which are included in other income, net in the unaudited condensed consolidated statements of operations and comprehensive loss. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company has evaluated that the adoption of this ASU does not have a material impact on the Company’s financial statements and disclosures. |
License Revenue
License Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
License Revenue | License Revenue Revenue comprised of license revenue for the three ended March 31, 2023, and 2022 and is represented in the table below by geographical location (in thousands): Three Months Ended March 31, 2023 2022 License revenue United States 1,292 $ — Total license revenue $ 1,292 $ — Research, Option and License Agreement with Cabaletta: On January 9, 2023, the Company entered into an Option and License Agreement (the “Cabaletta Agreement”) with Cabaletta Bio Inc. (“Cabaletta”), pursuant to which the Company granted to Cabaletta a non-exclusive license to research, develop, manufacture, have manufactured, use, and commercialize products incorporating the Company's safety switch technology, "RQR8 technology". Upon the execution of the Cabaletta Agreement, the Company made available the RQR8 licensed know-how to Cabaletta for a non-refundable license fee of $1.2 million. The Company has no further material performance obligations related to the Cabaletta Agreement. The Company further granted to Cabaletta the option to expand the rights and licenses granted hereunder to include the research, development, manufacture, use, or commercialization of licensed products up to a predetermined number of target options upon payment of an option exercise fee. The Company identified the following material promises relating to the granting of a non-exclusive license for research, development, manufacturing and commercialization activities as well as the initial transfer of know-how and information to Cabaletta. The Company determined the option exercise fee is not offered at a significant and incremental discount. Accordingly, the option granted to Cabaletta does not represent a material right and, therefore, is not a performance obligation at the outset of the arrangement. The Company determined that the granting of the research license and the initial transfer of know-how were not distinct from one another and must be combined as a performance obligation, as Cabaletta requires the know-how to derive benefit from the license. Based on these determinations, the Company identified one distinct performance obligation at the inception of the contract. The Company further determined that the license fee payable constituted the entirety of the consideration included in the transaction price at contract inception, which was allocated to one performance obligation. The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation. The Company determined that the performance obligation was recognized at a point-in-time, upon the delivery of the transfer of know-how and research license to Cabaletta. The Company recognized total license revenue of $1.2 million, related to the Cabaletta Agreement,for the three months ended March 31, 2023. Upon execution of the Cabaletta Agreement, the transaction price included only the $1.2 million non-refundable license fee payable to the Company. The Company may receive further payments upon the exercise of the options for licensed targets, the achievement of certain development and sales milestones, as well as royalty payments based on net sales of each product covered by the licensed intellectual property. The future milestones, which represent variable consideration, will be evaluated under the most likely amount method, and were not included in the transaction price, as these amounts were fully constrained as of March 31, 2023. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2023 2022 Research and development claims receivable $ 29,280 $ 24,685 Accounts receivable 121 121 Prepayments 13,696 12,337 VAT receivable 2,787 2,701 Other assets — 203 Other receivable 2,649 1,469 Deferred cost 1,997 1,494 Total prepaid expenses and other current assets $ 50,530 $ 43,010 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2023 2022 Lab equipment $ 26,712 $ 31,188 Office equipment 3,822 3,573 Furniture and fixtures 1,248 1,221 Leasehold improvements 12,301 13,583 Assets under construction 17,406 13,186 Less: accumulated depreciation (26,822) (27,542) Total property and equipment, net $ 34,667 $ 35,209 Depreciation expense for the three months ended March 31, 2023 and 2022 wa s $1.9 million and $2.0 million, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): March 31, December 31, 2023 2022 Research and development costs 22,208 26,478 Compensation and benefits $ 7,817 $ 10,181 Professional fees 4,111 3,745 Other liabilities 327 393 Total accrued expenses and other liabilities $ 34,463 $ 40,797 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | Shareholders’ Equity Ordinary Shares Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the Company's board of directors and declared by the shareholders. As of March 31, 2023, the Company has not declared any dividends. December 2022 public offering In December 2022, the Company completed an underwritten public offering of 81,927,012 ADSs representing 81,927,012 ordinary shares, which includes the partial exercise by the underwriters to purchase an additional 6,927,012 ADSs, at a public offering price of $2.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $152.4 million. At March 31, 2023, 766,784 ordinary shares underlying restricted stock unit awards have vested, however, these restricted stock unit awards have not been issued and, as such are not included in the calculation of the Company's outstanding shares at March 31, 2023. Subsequent to March 31, 2023, 551,421 ordinary shares underlying restricted stock unit awards have been issued. |
Share-based Compensation Expens
Share-based Compensation Expense | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation Expense | Share-based Compensation Expense Share-based compensation expense recorded as research and development expenses and general and administrative expenses is as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 1,681 $ 1,384 General and administrative 727 956 Capitalized $ 8 $ — Total share-based compensation $ 2,416 $ 2,340 |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2023 2022 Numerator Net loss $ (39,811) $ (37,062) Net loss attributable to ordinary shareholders - basic and diluted $ (39,811) $ (37,062) Denominator Weighted-average number of ordinary shares used in net loss per share - basic and diluted 173,825,825 90,914,175 Net loss per share - basic and diluted $ (0.23) $ (0.41) For all periods presented, outstanding but unvested restricted shares and share options have been excluded from the calculation, because their effects would be anti-dilutive. Therefore, the weighted average number of ordinary shares used to calculate both basic and diluted loss per share is the same for all periods presented. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended March 31, 2023 2022 Unvested restricted shares and units 382,375 1,023,810 Share options 13,083,768 8,407,272 Warrants 3,265,306 3,265,306 Total potentially dilutive securities 16,731,449 12,696,388 |
Liability related to sales of f
Liability related to sales of future royalties and sales milestones, net | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Liability related to sales of future royalties and sales milestones, net | Liability related to future royalties and sales milestones, net On November 6, 2021, the Company concurrently entered into the following agreements with BXLS V - Autobahn L.P, ("Blackstone"): (i) Strategic Collaboration Agreement (the “Blackstone Collaboration Agreement"), (ii) Securities Purchase Agreement (the “Blackstone Securities Purchase Agreement”), (iii) Warrant Agreement (the “Blackstone Warrant”) and (iv) a Registration Rights Agreement (the “Blackstone Registration Rights Agreement”). The Blackstone Collaboration Agreement, the Blackstone Securities Purchase Agreement, the Blackstone Warrant and the Blackstone Registration Rights Agreement are collectively referred to as the "Blackstone Agreements". The Blackstone Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for the Blackstone Agreements in the aggregate. For further details on the terms and accounting treatment considerations for these contracts, please refer to following notes to the Company's consolidated financial statements contained in the Company's Annual Report: • Note 8, “Liability related to future royalties and sales milestones, net” • Note 9, "Warrants" • Note 10, "Shareholders' equity" In November 2021, the upfront payment of $50 million was paid by Blackstone upon execution of the Blackstone Collaboration Agreement. In December 2022, two Blackstone Development Payments were paid by Blackstone of $35 million each as a result of (i) the joint steering committee’s review of Autolus’ interim analysis of pivotal FELIX Phase 2 clinical trial of obe-cel in relapsed/refractory (r/r) adult Acute Lymphoblastic Leukemia (ALL) and (ii) achievement of a pre-agreed manufacturing milestone as a result of completion of planned activities demonstrating the performance and qualification of the Company’s obe-cel’s manufacturing process. The remaining $30 million will be payable to the Company on the achievement on certain specified regulatory milestones. The Company considers the regulatory approval as probable when actually achieved. The carrying amount of the Blackstone Collaboration Agreement liability is based on the Company’s estimate of the future royalties and sales milestones to be paid to Blackstone and the Blackstone Development payment to be received over the life of the arrangement as discounted using an effective interest rate. The excess estimated present value of future royalties and sales milestone payments over the initial carrying amount and future Blackstone Development Payments received, is recognized as a cumulative catch-up method within interest expense using the initial effective interest rate. The imputed rate of interest on the unamortized portion of the Blackstone Collaboration Agreement liability was approximately 15.80% as of March 31, 2023 and December 31, 2022, respectively. On a quarterly basis, the Company assesses the amount and timing of expected royalty and sales milestone payments using a combination of internal projections and forecasts from external sources. To the extent the present value of such payments are greater or less than its initial estimates or the timing of such payments is materially different than its original estimates, the Company will adjust the amortization of the Blackstone Collaboration Agreement liability using the catch-up method. During the three months ended March 31, 2023, there have been no changes to the estimates used in the determination of the carrying amount of the Blackstone Collaboration Agreement liability. There are a number of factors that could materially affect the probability, amount and timing of royalty and sales milestone payments to be made by the Company and Blackstone Development payment to be received from Blackstone, respectively, most of which are not within the Company’s control. The Blackstone Collaboration Agreement liability is recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include regulatory approvals, estimated patient populations, estimated selling price, estimated sales, estimated peak sales and sales ramp, timing of the expected launch and its impact on the royalties as well as the overall probability of a success. The following table shows the activity within the liability related to future royalties and sales milestones, net for the three months ended March 31, 2023 (in thousands): Liability related to future royalties and sales milestones, net Balance at December 31, 2022 $ 125,900 Non-cash interest expense on liability related to future royalties and sales milestones 4,905 Balance at March 31, 2023 $ 130,805 The following table shows the activity within the liability related to future royalties and sales milestones, net for the three months ended March 31, 2022 (in thousands): Liability related to future royalties and sales milestones, net Balance at December 31, 2021 $ 47,016 Non-cash interest expense on liability related to future royalties and sales milestones 1,790 Balance at March 31, 2022 $ 48,806 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain office space, laboratory space, and equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating Leases In September 2017, the Company executed an arrangement with Cell Therapy Catapult Limited to lease a manufacturing suite at the Cell and Gene Therapy Catapult manufacturing center in Stevenage, United Kingdom for a term through May 2021, at which time the Company had the option to renew or terminate the lease. The lease had a six-month rent-free period. In December 2018, the Company executed an additional lease arrangement for additional manufacturing space for a term through September 2023, at which time the Company has the option to renew or terminate the lease. In addition, in May 2020, the Company executed an arrangement with Cell Therapy Catapult Limited to lease a manufacturing suite at the Cell and Gene Therapy Catapult manufacturing center in Stevenage, United Kingdom for a term through April 2024. In July 2022, the Company and Cell Therapy Catapult Limited mutually agreed: (i) to extend the lease term of a manufacturing suite leased by the Company from April 2024 to February 2025, and (ii) to reduce the lease term of a different manufacturing suite leased by the Company from July 2024 to June 2023. In March 2023, the Company and Cell Therapy Catapult Limited mutually agreed: (i) to terminate the lease relating to the leased manufacturing suite which originally had a lease term until February 2025, (ii) to extend the lease term of one of the remaining manufacturing suites from June 2023 to August 2024, and (iii) to extend the lease term of a third manufacturing suite leased by the Company from September 2023 to August 2024. The Company recognized a lease termination loss of $0.1 million for the three months ended March 31, 2023 related to the manufacturing suite terminated and exited on March 31, 2023. In addition, during the period ended March 31, 2023, the Company recognized a loss on disposal on leasehold improvements of $3.8 million arising from the manufacturing suite terminated and exited on March 31, 2023. In October 2018, the Company executed an agreement to sublease office space in Rockville, Maryland for a term through October 2021. The Company then terminated the sublease in February 2020 and immediately entered into a five-year lease for the same space with the landlord. The lease related to this facility is classified as an operating lease. In January 2019, the Company executed a lease agreement with Whitewood Media Village GP Limited and Whitewood Media Village Nominee Limited to lease the fifth floor of MediaWorks including laboratory space. In August 2021, MediaWorks became the Company's main corporate headquarters. The lease term is nine years and eleven months with an eighteen-month rent free period at the beginning of the lease term. The Company has the option to terminate the lease in November 2026. In February 2019, the Company entered into a fifteen-year lease for three manufacturing units in Enfield, United Kingdom with option to terminate the lease in February 2029. In addition to base rent, the Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. In March 2021, one of the units was split into two separate units and the Company surrendered one of the units. Upon the surrender, the Company recognized a $0.1 million gain in other (expense) income after recognizing a termination fee of $0.2 million. The Company has no further obligations for the surrendered unit and the right of use asset and lease liability which were recorded for this unit have been written off in the relevant period. The Company subleased two of the three units to third parties with lease terms ranging from October, 2021 to February 2029 and October 2026, respectively. The Company is actively seeking to sublease or assign the lease arrangements relating to the final unit. The Company completed an asset impairment analysis of the right-of-use lease concluding the undiscounted cash flows exceeded the carrying value as of March 31, 2023. In September 2021, the Company entered into an arrangement for lease with Forge Life Sciences Nominee, an affiliate of the Reef Group, for the design, construction and lease of a new 70,000 square foot manufacturing facility in Stevenage, United Kingdom. Under this arrangement, the landlord will lease the facility to the Company on agreed terms, upon satisfaction of certain conditions and completion of construction. This facility will form the basis of the Company's new commercial manufacturing facility. In November 2022 and February 2023, the landlord handed over one of three clean rooms and additional portions of the building, respectively. As the landlord provided access to the aforementioned section of the facility, the definition of a lease in accordance with ASC 842, was met. The remaining portion of the facility will be handed over by the landlord upon satisfaction of certain conditions and completion of the remaining construction. A lease agreement will be executed upon satisfactory completion and handover of the full facility. The Company has started the fit-out of the first of three clean rooms and other portions of the building for which the Company is responsible. These fit out costs and subsequent fit out costs in other areas of the building will be required to be removed at the end of the lease term and will represent an Asset Retirement Obligation ('ARO'). At March 31, 2023, the fit out of the handed over portions of the facility was still in progress. Once the fit-out and full handover of facility has been completed, a full estimate of the associated ARO will be made. Given the ongoing work, it was not possible to estimate an ARO as at March 31, 2023. The Company has appropriately assessed the impact of the handover of the first clean room and other portions of the building on the lease term thereby resulting in the recognition of an operating lease right-of-use asset and lease liability as of December 31, 2022 and March 31, 2023, respectively. The Company is required to pay a pro-rated rent for each portion of the facility to which we have been granted access. The Company cumulatively contributed $6.9 million as part as of landlord works and tenant contributions towards the lease as of March 31, 2023 resulting in these payments being taken into account in the determination of the right of use asset for this facility. The following table contains a summary of the lease costs recognized under Accounting Standards Update, "ASU" 2016-02 and other information pertaining to the Company’s operating leases for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, Lease costs 2023 2022 Operating lease costs $ 1,367 $ 1,259 Variable costs (271) 134 Short term lease costs 25 37 Total lease costs $ 1,121 $ 1,430 During the three months ended March 31, 2023, the Company revised its previously estimated variable costs arising from the Company's Enfield, London facility resulting in a reduction in variable costs amounting to $0.5 million. Three Months Ended March 31, Other information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases (in thousands) $ 1,296 $ 1,619 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ — $ — Weighted-average remaining lease term - operating leases (in years) 11.9 years 5.5 years Weighted-average discount rate - operating leases 6.87 % 7.15 % Future fixed payments for non-cancellable operating leases in effect as of March 31, 2023 are payable as follows (in thousands): Remainder of 2023 $ 4,661 2024 $ 5,299 2025 $ 3,815 2026 $ 3,587 2027 $ 3,587 Thereafter $ 18,464 Total lease payments $ 39,413 Less: imputed interest $ (12,097) Present value of lease liabilities $ 27,316 Sublease Agreements In October 2021, the Company entered into two separate sub-lease agreements with two third parties for two manufacturing spaces in Enfield which are currently leased by the Company. The annual lease payments to be received for each of the sub-leased units are £97,000 and £109,000, over lease terms from October 2021 to February 2029 and October 2021 to October 2026, respectively. In October 2021, the Company received $127,000 in rental deposits, arising from the sub-lease agreements which have been classified as restricted cash as of March 31, 2023 and 2022, respectively. Both sub-leases have been classified as operating leases. The Company recognized the sub-lease payments on a straight-line basis from the commencement of the sub-lease agreements. The following table shows the sublease rental income for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, Sublease rental income 2023 2022 Sublease rental income (included in other income, net) $ 59 $ 65 Total sublease rental income $ 59 $ 65 Future fixed receipts for non-cancellable operating subleases in effect as of March 31, 2023 are receivable as follows (in thousands): Remainder of 2023 $ 180 2024 255 2025 255 2026 198 2027 120 Thereafter 103 Total lease payments receivable $ 1,111 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies License Agreements The Company has entered into an exclusive license agreement with UCL Business Ltd, ("UCLB") which has subsequently been amended and restated. In connection with the UCLB license agreement, the Company is required to make annual license payments and may be required to make payments to UCLB upon the achievement of specified milestones. During the three months ended March 31, 2023, less than $0.1 million was payable to UCLB by the Company relating to the income allocable to the value of the sublicensed intellectual property rights. In November 2019, the Company entered into an exclusive license agreement with Noile-Immune Biotech Inc. ("Noile") under which the Company will have the right to develop CAR T cell therapies incorporating Noile’s PRIME (proliferation-inducing and migration-enhancing) technology. The Company may be obligated to make additional payments to Noile upon the achievement of development milestones and receipt of regulatory approvals product sale milestones, as well as royalty payments based on possible future sales resulting from the utilization of the licensed technology. In July 2022, the Company renegotiated a master services agreement with Adaptive Biotechnologies Corporation ("Adaptive"), under which Adaptive's assay is used to analyze patient samples from relapsed/refractory B Cell Acute Lymphoblastic Leukemia (rrB-ALL) patients. Under the agreement, the Company is obligated to make specified payments to Adaptive upon the achievement and receipt of certain regulatory approvals and achievement of commercial milestones in connection with the Company's use of the Adaptive assay. The Company considers the regulatory approval and commercial milestones probable when actually achieved . The Company concluded that, as of March 31, 2023, there were no milestones for which the likelihood of achievement was currently probable relating to either of the UCLB, Noile- or Adaptive contracts. 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. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company was not a party to any litigation and did not have contingency reserves established for any liabilities as of March 31, 2023 and December 31, 2022. Blackstone Strategic Collaboration and Financing Agreement Refer to Note 10, "Liability related to future royalties and sales milestone, net" for further details to the Blackstone Collaboration Agreement . Leases Lease payments under operating leases as of March 31, 2023 and information about the Company’s lease arrangements are disclosed in Note 11, "Leases". |
Related parties
Related parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related parties | Related parties Blackstone Agreements In November 2021, the Company concurrently entered into the Blackstone Agreements. Subsequent to the execution of the Blackstone Agreements, Blackstone became a related party of the Company. Blackstone owns more than 10% of the Company's outstanding voting securities and is therefore one of the principal owners of the Company. In addition, Blackstone received and exercised their right to nominate one director to the board of directors of the Company. As of March 31, 2023, the carrying amount of the Blackstone Collaboration Agreement liability was $130.8 million which included aggregated cumulative non-cash interest expense and cumulative catch-up adjustment of $14.9 million. As of December 31, 2022, the carrying amount of the Blackstone Collaboration Agreement liability was $125.9 million which included aggregated cumulative non-cash interest expense (including cumulative catch-up adjustments), of $10.0 million. Refer to Note 10, " Liability related to sales of future royalties and sales milestone, net " for further details. Syncona Portfolio Limited Syncona Portfolio Limited is a related party of the Company as Syncona Portfolio Limited owns more than 10% of the Company's outstanding voting securities and is therefore one of the principal owners of the Company. In addition, the chair of the ultimate parent company of Syncona Portfolio Limited is also member of the board of directors of the Company. In connection with the Company’s December 2022 public offering, certain of the Company's related parties purchased the Company's ADSs from the underwriters at the public offering price of $2.00 per ADSs, and on the same terms as other investors in the Company's public offering. The following table summarizes purchases of ADS by the Company's related parties: Related party ADSs purchased Total purchase price (in millions) Syncona Portfolio Limited (1) 14,000,000 $ 28.0 Deep Track Capital, LP (2) 15,000,000 30.0 Qatar Investment Authority (3) 15,000,000 30.0 Armistice Capital, LLC (4) 10,000,000 20.0 Entities affiliated with Blackstone (5) 2,500,000 5.0 56,500,000 $ 113.0 (1) Syncona Portfolio Limited is a holder of more than 5% of our capital stock. (2) In connection with this transaction, Deep Track Capital, LP became a holder of more than 5% of our capital stock. (3) In connection with this transaction, Qatar Investment Authority became a holder of more than 5% of our capital stock. (4) In connection with this transaction, Armistice Capital, LLC became a holder of more than 5% of our capital stock. (5) Entities affiliated with Blackstone collectively hold more than 5% of our capital stock. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through May 4, 2023, the date on which these unaudited condensed consolidated financial statements were is sued. The Company has concluded that no subsequent event has occurred that requires disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include those of the Company and its wholly owned subsidiaries, Autolus Holdings (UK) Limited, Autolus Limited, Autolus Inc., and Autolus GmbH, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated upon consolidation. The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on March 7, 2023 (the “Annual Report”). In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under U.S. GAAP. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. As such, the information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022, included in the Annual Report. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Autolus Therapeutics plc, is pound sterling. The functional currency of subsidiary operations is the applicable local currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company has evaluated that the adoption of this ASU does not have a material impact on the Company’s financial statements and disclosures. |
License Revenue (Tables)
License Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Geographic Locations | Revenue comprised of license revenue for the three ended March 31, 2023, and 2022 and is represented in the table below by geographical location (in thousands): Three Months Ended March 31, 2023 2022 License revenue United States 1,292 $ — Total license revenue $ 1,292 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2023 2022 Research and development claims receivable $ 29,280 $ 24,685 Accounts receivable 121 121 Prepayments 13,696 12,337 VAT receivable 2,787 2,701 Other assets — 203 Other receivable 2,649 1,469 Deferred cost 1,997 1,494 Total prepaid expenses and other current assets $ 50,530 $ 43,010 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Depreciation | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2023 2022 Lab equipment $ 26,712 $ 31,188 Office equipment 3,822 3,573 Furniture and fixtures 1,248 1,221 Leasehold improvements 12,301 13,583 Assets under construction 17,406 13,186 Less: accumulated depreciation (26,822) (27,542) Total property and equipment, net $ 34,667 $ 35,209 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): March 31, December 31, 2023 2022 Research and development costs 22,208 26,478 Compensation and benefits $ 7,817 $ 10,181 Professional fees 4,111 3,745 Other liabilities 327 393 Total accrued expenses and other liabilities $ 34,463 $ 40,797 |
Share-based Compensation Expe_2
Share-based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share Based Compensation Expense | Share-based compensation expense recorded as research and development expenses and general and administrative expenses is as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 1,681 $ 1,384 General and administrative 727 956 Capitalized $ 8 $ — Total share-based compensation $ 2,416 $ 2,340 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2023 2022 Numerator Net loss $ (39,811) $ (37,062) Net loss attributable to ordinary shareholders - basic and diluted $ (39,811) $ (37,062) Denominator Weighted-average number of ordinary shares used in net loss per share - basic and diluted 173,825,825 90,914,175 Net loss per share - basic and diluted $ (0.23) $ (0.41) |
Schedule of Anti-dilutive Securities | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended March 31, 2023 2022 Unvested restricted shares and units 382,375 1,023,810 Share options 13,083,768 8,407,272 Warrants 3,265,306 3,265,306 Total potentially dilutive securities 16,731,449 12,696,388 |
Liability related to sales of_2
Liability related to sales of future royalties and sales milestones, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Liability Related to Sale of Revenue | The following table shows the activity within the liability related to future royalties and sales milestones, net for the three months ended March 31, 2023 (in thousands): Liability related to future royalties and sales milestones, net Balance at December 31, 2022 $ 125,900 Non-cash interest expense on liability related to future royalties and sales milestones 4,905 Balance at March 31, 2023 $ 130,805 The following table shows the activity within the liability related to future royalties and sales milestones, net for the three months ended March 31, 2022 (in thousands): Liability related to future royalties and sales milestones, net Balance at December 31, 2021 $ 47,016 Non-cash interest expense on liability related to future royalties and sales milestones 1,790 Balance at March 31, 2022 $ 48,806 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease Cost | The following table contains a summary of the lease costs recognized under Accounting Standards Update, "ASU" 2016-02 and other information pertaining to the Company’s operating leases for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, Lease costs 2023 2022 Operating lease costs $ 1,367 $ 1,259 Variable costs (271) 134 Short term lease costs 25 37 Total lease costs $ 1,121 $ 1,430 During the three months ended March 31, 2023, the Company revised its previously estimated variable costs arising from the Company's Enfield, London facility resulting in a reduction in variable costs amounting to $0.5 million. Three Months Ended March 31, Other information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases (in thousands) $ 1,296 $ 1,619 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ — $ — Weighted-average remaining lease term - operating leases (in years) 11.9 years 5.5 years Weighted-average discount rate - operating leases 6.87 % 7.15 % |
Lease Maturity Schedule | Future fixed payments for non-cancellable operating leases in effect as of March 31, 2023 are payable as follows (in thousands): Remainder of 2023 $ 4,661 2024 $ 5,299 2025 $ 3,815 2026 $ 3,587 2027 $ 3,587 Thereafter $ 18,464 Total lease payments $ 39,413 Less: imputed interest $ (12,097) Present value of lease liabilities $ 27,316 |
Sublease Classification | The following table shows the sublease rental income for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, Sublease rental income 2023 2022 Sublease rental income (included in other income, net) $ 59 $ 65 Total sublease rental income $ 59 $ 65 |
Lease Receivable Maturity Schedule | Future fixed receipts for non-cancellable operating subleases in effect as of March 31, 2023 are receivable as follows (in thousands): Remainder of 2023 $ 180 2024 255 2025 255 2026 198 2027 120 Thereafter 103 Total lease payments receivable $ 1,111 |
Related parties (Tables)
Related parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Summary of ADSs | The following table summarizes purchases of ADS by the Company's related parties: Related party ADSs purchased Total purchase price (in millions) Syncona Portfolio Limited (1) 14,000,000 $ 28.0 Deep Track Capital, LP (2) 15,000,000 30.0 Qatar Investment Authority (3) 15,000,000 30.0 Armistice Capital, LLC (4) 10,000,000 20.0 Entities affiliated with Blackstone (5) 2,500,000 5.0 56,500,000 $ 113.0 (1) Syncona Portfolio Limited is a holder of more than 5% of our capital stock. (2) In connection with this transaction, Deep Track Capital, LP became a holder of more than 5% of our capital stock. (3) In connection with this transaction, Qatar Investment Authority became a holder of more than 5% of our capital stock. (4) In connection with this transaction, Armistice Capital, LLC became a holder of more than 5% of our capital stock. (5) Entities affiliated with Blackstone collectively hold more than 5% of our capital stock. |
Nature of the Business - Narrat
Nature of the Business - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 39,811 | $ 37,062 | |
Accumulated deficit | $ 709,990 | $ 670,179 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Foreign Currency Remeasurement and Translation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Foreign currency translation gain (loss) | $ 0.8 | $ 0.8 |
License Revenue - Disaggregatio
License Revenue - Disaggregation of Revenue (Details) - License revenue - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total license revenue | $ 1,292 | $ 0 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total license revenue | $ 1,292 | $ 0 |
License revenue - Narrative (De
License revenue - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Jan. 09, 2023 USD ($) | Mar. 31, 2023 USD ($) performanceObligation | Mar. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Distinct performance obligation | performanceObligation | 1 | ||
License revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ 1,292 | $ 0 | |
License revenue | Cabaletta Bio Inc. (“Cabaletta”) | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ 1,200 | $ 1,200 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Research and development claims receivable | $ 29,280 | $ 24,685 |
Accounts receivable | 121 | 121 |
Prepayments | 13,696 | 12,337 |
VAT receivable | 2,787 | 2,701 |
Other assets | 0 | 203 |
Other receivable | 2,649 | 1,469 |
Deferred cost | 1,997 | 1,494 |
Total prepaid expenses and other current assets | $ 50,530 | $ 43,010 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of PPE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Less: accumulated depreciation | $ (26,822) | $ (27,542) |
Total property and equipment, net | 34,667 | 35,209 |
Lab equipment | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 26,712 | 31,188 |
Office equipment | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 3,822 | 3,573 |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 1,248 | 1,221 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 12,301 | 13,583 |
Assets under construction | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 17,406 | $ 13,186 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1.9 | $ 2 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Research and development costs | $ 22,208 | $ 26,478 |
Compensation and benefits | 7,817 | 10,181 |
Professional fees | 4,111 | 3,745 |
Other liabilities | 327 | 393 |
Total accrued expenses and other liabilities | $ 34,463 | $ 40,797 |
Shareholders_ Equity - Narrativ
Shareholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Apr. 01, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Unvested restricted shares and units | |||
Class of Stock | |||
Vested not issued (in shares) | 766,784 | ||
Ordinary shares | Underwriters public offering | |||
Class of Stock | |||
Number of shares issued in transaction (in shares) | 81,927,012 | ||
Per share price of issuance (usd per share) | $ 2 | ||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 152.4 | ||
Ordinary shares | Options | |||
Class of Stock | |||
Number of shares issued in transaction (in shares) | 6,927,012 | ||
Unvested restricted shares and units | Subsequent Event | |||
Class of Stock | |||
Shares issued (in shares) | 551,421 |
Share-based Compensation Expe_3
Share-based Compensation Expense - Share-based Compensation Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total share-based compensation | $ 2,416 | $ 2,340 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total share-based compensation | 1,681 | 1,384 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total share-based compensation | 727 | 956 |
Capitalized | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total share-based compensation | $ 8 | $ 0 |
Net loss per share - Schedule o
Net loss per share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss | $ (39,811) | $ (37,062) |
Net loss attributable to ordinary shareholders - basic | (39,811) | (37,062) |
Net loss attributable to ordinary shareholders - diluted | $ (39,811) | $ (37,062) |
Denominator | ||
Weighted-average number of ordinary shares used in net loss per share - basic (in shares) | 173,825,825 | 90,914,175 |
Weighted-average number of ordinary shares used in net loss per share - diluted (in shares) | 173,825,825 | 90,914,175 |
Earnings Per Share | ||
Net loss per share - basic (in usd per share) | $ (0.23) | $ (0.41) |
Net loss per share - diluted (in usd per share) | $ (0.23) | $ (0.41) |
Net loss per share - Schedule_2
Net loss per share - Schedule of Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities | ||
Total potentially dilutive securities (in shares) | 16,731,449 | 12,696,388 |
Unvested restricted shares and units | ||
Antidilutive Securities | ||
Total potentially dilutive securities (in shares) | 382,375 | 1,023,810 |
Share options | ||
Antidilutive Securities | ||
Total potentially dilutive securities (in shares) | 13,083,768 | 8,407,272 |
Warrants | ||
Antidilutive Securities | ||
Total potentially dilutive securities (in shares) | 3,265,306 | 3,265,306 |
Liability related to sales of_3
Liability related to sales of future royalties and sales milestones, net - Narrative (Details) $ in Millions | 1 Months Ended | |||
Dec. 31, 2022 USD ($) payment | Nov. 30, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Number of development payments | payment | 2 | |||
Contract with customer, liability | $ 130.8 | |||
Blackstone | Affiliated Entity | ||||
Class of Warrant or Right [Line Items] | ||||
Contract with customer, liability gross | $ 50 | |||
Contract with customer, liability | $ 35 | |||
Remaining performance obligation, variable consideration amount | $ 30 | |||
Strategic Collaboration and Financing Agreement | ||||
Class of Warrant or Right [Line Items] | ||||
Interest rate (in percent) | 15.80% | 15.80% |
Liability related to sales of_4
Liability related to sales of future royalties and sales milestones, net - Schedule of Liability Related to Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Liability, Future Revenue [Roll Forward] | ||
Non-cash interest expense on liability related to future royalties and sales milestones | $ 4,905 | $ 1,790 |
Blackstone Collaboration Agreement | ||
Liability, Future Revenue [Roll Forward] | ||
Balance at December 31, 2022 | 125,900 | 47,016 |
Non-cash interest expense on liability related to future royalties and sales milestones | 4,905 | 1,790 |
Balance at March 31, 2023 | $ 130,805 | $ 48,806 |
Leases - Narrative (Details)
Leases - Narrative (Details) € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | |||||||||
Nov. 30, 2022 room | Oct. 31, 2021 USD ($) contract thirdParty unit | Aug. 31, 2021 | Mar. 31, 2021 USD ($) unit | Sep. 30, 2017 | Mar. 31, 2023 USD ($) manufacturingSuite | Mar. 31, 2022 USD ($) | Feb. 28, 2023 room | Oct. 31, 2021 EUR (€) | Sep. 30, 2021 ft² | Feb. 28, 2019 unit | Oct. 31, 2018 | |
Lessor, Lease, Description [Line Items] | ||||||||||||
Manufacturing suite with extended lease term | manufacturingSuite | 1 | |||||||||||
Gain (loss) on termination of operating lease | $ (95) | $ 0 | ||||||||||
Real estate units split | unit | 1 | |||||||||||
Real estate units after split | unit | 2 | |||||||||||
Number of contracts | contract | 2 | |||||||||||
Number of clean rooms handed over | room | 1 | |||||||||||
Number of clean rooms | room | 3 | 3 | ||||||||||
Payments for tenant improvements | 6,900 | |||||||||||
Reduction of variable cost | 500 | |||||||||||
Operating lease, number of third parties | thirdParty | 2 | |||||||||||
Number of manufacturing properties | contract | 2 | |||||||||||
Total lease payments receivable | 1,111 | |||||||||||
Proceeds from deposits from customers | $ 127 | |||||||||||
Sublease, Lease Term 1 | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Total lease payments receivable | € | € 97 | |||||||||||
Sublease, Lease Term 2 | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Total lease payments receivable | € | € 109 | |||||||||||
Manufacturing Suite in Stevenage, United Kingdom | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Gain (loss) on termination of operating lease | (100) | |||||||||||
Loss of disposal on leasehold improvements | $ (3,800) | |||||||||||
Number of square feet | ft² | 70,000 | |||||||||||
Manufacturing Suite in Stevenage, United Kingdom | Manufacturing Facility | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Operating lease rent-free period (in months) | 6 months | |||||||||||
Office Space in Rockville, Maryland | Building | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Operating lease contract term (in years) | 5 years | |||||||||||
MediaWorks Corporate Headquarters | Additional Space | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Operating lease rent-free period (in months) | 18 months | |||||||||||
Operating lease contract term (in years) | 9 years 11 months | |||||||||||
Manufacturing Space in Enfield, United Kingdom | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Gain (loss) on termination of operating lease | $ 100 | |||||||||||
Lease termination fee expense | $ 200 | |||||||||||
Manufacturing Space in Enfield, United Kingdom | Building | ||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||
Operating lease contract term (in years) | 15 years | |||||||||||
Number of units | unit | 3 | |||||||||||
Number of units surrendered | unit | 1 | |||||||||||
Number of contracts | unit | 2 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease costs | $ 1,367 | $ 1,259 |
Variable costs | (271) | 134 |
Short term lease costs | 25 | 37 |
Total lease costs | 1,121 | 1,430 |
Operating cash outflows from operating leases (in thousands) | 1,296 | 1,619 |
Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) | $ 0 | $ 0 |
Weighted-average remaining lease term - operating leases (in years) | 11 years 10 months 24 days | 5 years 6 months |
Weighted-average discount rate — operating leases (percent) | 6.87% | 7.15% |
Leases - Schedule of Maturity P
Leases - Schedule of Maturity Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 4,661 |
2024 | 5,299 |
2025 | 3,815 |
2026 | 3,587 |
2027 | 3,587 |
Thereafter | 18,464 |
Total lease payments | 39,413 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (12,097) |
Present value of lease liabilities | $ 27,316 |
Leases - Sublease Classificatio
Leases - Sublease Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Total sublease rental income | $ 59 | $ 65 |
Leases - Sublease Income Maturi
Leases - Sublease Income Maturity (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 180 |
2024 | 255 |
2025 | 255 |
2026 | 198 |
2027 | 120 |
Thereafter | 103 |
Total lease payments receivable | $ 1,111 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Long-term Purchase Commitment [Line Items] | ||
Amount payable for license agreement (less than) | $ 130,800,000 | |
Loss contingency accrual | 0 | $ 0 |
Maximum | ||
Long-term Purchase Commitment [Line Items] | ||
Amount payable for license agreement (less than) | $ 100,000 |
Related parties - Narrative (De
Related parties - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 contract | |
Related Party Transaction | |||||
Number of directors | contract | 1 | ||||
Contract with customer, liability | $ 130,800 | ||||
Accrued interest | 14,900 | ||||
Blackstone Collaboration Agreement | |||||
Related Party Transaction | |||||
Carrying amount of liability | $ 130,805 | $ 125,900 | $ 48,806 | $ 47,016 | |
Non-cash interest expense, catch-up | $ 10,000 | ||||
Syncona LLP | Underwriters public offering | |||||
Related Party Transaction | |||||
Exercise price of warrant (in usd per share) | $ / shares | $ 2 | ||||
Autolus | Investee Of Syncona Portfolio Limited | License revenue | |||||
Related Party Transaction | |||||
Ownership percentage by noncontrolling owners (in percent) | 10% | ||||
Blackstone | Autolus | |||||
Related Party Transaction | |||||
Ownership percentage by noncontrolling owners (in percent) | 10% |
Related parties - Summary of AD
Related parties - Summary of ADS Purchases (Details) | Mar. 31, 2023 USD ($) shares |
Related Party Transaction | |
ADSs Purchased (in shares) | shares | 56,500,000 |
Total purchase price | $ | $ 113,000,000 |
Syncona LLP | |
Related Party Transaction | |
ADSs Purchased (in shares) | shares | 14,000,000 |
Total purchase price | $ | $ 28,000,000 |
Deep Track Capital, LP | |
Related Party Transaction | |
ADSs Purchased (in shares) | shares | 15,000,000 |
Total purchase price | $ | $ 30,000,000 |
Qatar Investment Authority | |
Related Party Transaction | |
ADSs Purchased (in shares) | shares | 15,000,000 |
Total purchase price | $ | $ 30,000,000 |
Armistice Capital, LLC | |
Related Party Transaction | |
ADSs Purchased (in shares) | shares | 10,000,000 |
Total purchase price | $ | $ 20,000,000 |
Blackstone | |
Related Party Transaction | |
ADSs Purchased (in shares) | shares | 2,500,000 |
Total purchase price | $ | $ 5,000,000 |