Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-38547 | ||
Entity Registrant Name | Autolus Therapeutics plc | ||
Entity Incorporation, State or Country Code | X0 | ||
Entity Address, Address Line One | The Mediaworks | ||
Entity Address, Address Line Two | 191 Wood Lane, | ||
Entity Address, City or Town | London, | ||
Entity Address, Postal Zip Code | W12 7FP | ||
Entity Address, Country | GB | ||
City Area Code | (44) 20 | ||
Local Phone Number | 3829 6230 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 279,466,250 | ||
Entity Common Stock, Shares Outstanding | 265,926,305 | ||
Entity Central Index Key | 0001730463 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
ADS | |||
Document Information [Line Items] | |||
Title of 12(b) Security | American Depositary Shares, each representing one ordinary share, nominal value of $0.000042 per share | ||
Trading Symbol | AUTL | ||
Security Exchange Name | NASDAQ | ||
Ordinary shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary shares, nominal value $0.000042 per share* | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Reading, United Kingdom |
Auditor Firm ID | 1438 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 26, 2018 |
Current assets: | |||||||||||
Cash and cash equivalents | $ 239,566,000 | $ 256,415,000 | $ 307,500,000 | $ 343,027,000 | $ 382,436,000 | $ 163,053,000 | $ 216,437,000 | $ 268,558,000 | $ 310,338,000 | ||
Restricted cash | 769,000 | 434,000 | 332,000 | 328,000 | 325,000 | 315,000 | 325,000 | 334,000 | 338,000 | ||
Prepaid expenses and other current assets | 34,967,000 | 51,533,000 | 47,533,000 | 50,530,000 | 43,010,000 | 48,943,000 | 42,198,000 | 40,571,000 | |||
Total current assets | 275,302,000 | 308,382,000 | 355,365,000 | 393,885,000 | 425,771,000 | 212,311,000 | 258,960,000 | 309,463,000 | |||
Non-current assets: | |||||||||||
Property and equipment, net | 34,862,000 | 34,637,000 | 36,857,000 | 34,667,000 | 35,209,000 | 32,474,000 | 33,794,000 | 31,017,000 | |||
Prepaid expenses and other non-current assets | 380,000 | 136,000 | 295,000 | 465,000 | 2,176,000 | 1,718,000 | 1,888,000 | 2,119,000 | |||
Operating lease right-of-use assets, net | 60,791,000 | 59,403,000 | 54,251,000 | 26,861,000 | 23,210,000 | 13,235,000 | 15,230,000 | 17,366,000 | |||
Long-term deposits | 983,000 | 943,000 | 1,864,000 | 1,821,000 | 1,832,000 | 1,688,000 | 1,835,000 | 1,983,000 | |||
Deferred tax asset | 3,063,000 | 2,597,000 | 2,360,000 | 2,272,000 | 2,076,000 | 2,396,000 | 2,244,000 | 2,000,000 | |||
Total assets | 375,381,000 | 406,098,000 | 450,992,000 | 459,971,000 | 490,274,000 | 263,830,000 | 313,976,000 | 363,994,000 | |||
Current liabilities: | |||||||||||
Accounts payable | 103,000 | 661,000 | 3,878,000 | 353,000 | 531,000 | 334,000 | 162,000 | 153,000 | |||
Accrued expenses and other liabilities | 39,581,000 | 31,388,000 | 30,954,000 | 34,463,000 | 40,797,000 | 34,669,000 | 31,360,000 | 24,513,000 | |||
Operating lease liabilities, current | 5,053,000 | 5,491,000 | 6,231,000 | 4,821,000 | 5,038,000 | 3,815,000 | 3,995,000 | 4,174,000 | |||
Total current liabilities | 44,737,000 | 37,540,000 | 41,063,000 | 39,637,000 | 46,366,000 | 38,818,000 | 35,517,000 | 28,840,000 | |||
Non-current liabilities: | |||||||||||
Operating lease liabilities, non-current | 47,914,000 | 46,967,000 | 44,707,000 | 22,495,000 | 19,218,000 | 11,310,000 | 13,208,000 | 15,081,000 | |||
Liability related to future royalties and sales milestones, net | 170,899,000 | 140,778,000 | 135,764,000 | 130,805,000 | 125,900,000 | 52,443,000 | 50,615,000 | 48,806,000 | |||
Other long-term payables | 357,000 | 295,000 | 122,000 | 114,000 | 116,000 | 105,000 | 115,000 | 124,000 | |||
Total liabilities | 263,907,000 | 225,580,000 | 221,656,000 | 193,051,000 | 191,600,000 | 102,676,000 | 99,455,000 | 92,851,000 | |||
Commitments and contingencies | |||||||||||
Shareholders' equity: | |||||||||||
Additional paid-in capital | 1,018,902,000 | 1,015,577,000 | 1,012,709,000 | 1,010,041,000 | 1,007,625,000 | 851,824,000 | 848,370,000 | 845,448,000 | |||
Accumulated other comprehensive loss | (28,992,000) | (33,794,000) | (27,957,000) | (33,257,000) | (38,898,000) | (47,564,000) | (33,510,000) | (16,025,000) | |||
Accumulated deficit | (878,562,000) | (801,391,000) | (755,542,000) | (709,990,000) | (670,179,000) | (643,228,000) | (600,461,000) | (558,402,000) | |||
Total shareholders' equity | 111,474,000 | 180,518,000 | 229,336,000 | 266,920,000 | 298,674,000 | 161,154,000 | 214,521,000 | 271,143,000 | $ 313,320,000 | $ 210,032,000 | |
Total liabilities and shareholders' equity | 375,381,000 | 406,098,000 | 450,992,000 | 459,971,000 | 490,274,000 | 263,830,000 | 313,976,000 | 363,994,000 | |||
Ordinary shares | |||||||||||
Shareholders' equity: | |||||||||||
Ordinary and Deferred shares | 8,000 | 8,000 | 8,000 | 8,000 | 8,000 | 4,000 | 4,000 | 4,000 | |||
Deferred Shares | |||||||||||
Shareholders' equity: | |||||||||||
Ordinary and Deferred shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ 1 | ||
Deferred B shares | |||||||||||
Shareholders' equity: | |||||||||||
Ordinary and Deferred shares | 118,000 | 118,000 | 118,000 | 118,000 | 118,000 | 118,000 | 118,000 | 118,000 | 118,000 | ||
Deferred C shares | |||||||||||
Shareholders' equity: | |||||||||||
Ordinary and Deferred shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 £ / shares shares | Sep. 30, 2023 $ / shares shares | Sep. 30, 2023 £ / shares shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2023 £ / shares shares | Mar. 31, 2023 $ / shares shares | Mar. 31, 2023 £ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 £ / shares shares | Sep. 30, 2022 $ / shares shares | Sep. 30, 2022 £ / shares shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2022 £ / shares shares | Mar. 31, 2022 $ / shares shares | Mar. 31, 2022 £ / shares shares |
Ordinary shares | ||||||||||||||||
Shareholders' equity: | ||||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | ||||||||
Common stock, shares authorized (shares) | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 200,000,000 | 200,000,000 |
Common stock, shares, issued (shares) | 174,101,361 | 174,101,361 | 173,936,794 | 173,936,794 | 173,680,872 | 173,680,872 | 173,074,510 | 173,074,510 | 173,074,510 | 173,074,510 | 91,132,356 | 91,132,356 | 90,909,783 | 90,909,783 | 90,907,941 | 90,907,941 |
Common stock, shares outstanding (shares) | 174,101,361 | 174,101,361 | 173,936,794 | 173,936,794 | 173,680,872 | 173,680,872 | 173,074,510 | 173,074,510 | 173,074,510 | 173,074,510 | 91,132,356 | 91,132,356 | 90,909,783 | 90,909,783 | 90,907,941 | 90,907,941 |
Deferred Shares | ||||||||||||||||
Shareholders' equity: | ||||||||||||||||
Common stock, par value (in usd per share) | £ / shares | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | |||||||||
Common stock, shares authorized (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 |
Common stock, shares, issued (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 |
Common stock, shares outstanding (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 |
Deferred B shares | ||||||||||||||||
Shareholders' equity: | ||||||||||||||||
Common stock, par value (in usd per share) | £ / shares | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | ||||||||
Common stock, shares authorized (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||
Common stock, shares, issued (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||
Common stock, shares outstanding (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||
Deferred C shares | ||||||||||||||||
Shareholders' equity: | ||||||||||||||||
Common stock, par value (in usd per share) | £ / shares | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | ||||||||
Common stock, shares authorized (shares) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
Common stock, shares, issued (shares) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
Common stock, shares outstanding (shares) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | |||||||||
Research and development | $ (32,318,000) | $ (33,232,000) | $ (27,388,000) | $ (31,485,000) | $ (30,794,000) | $ (28,365,000) | $ (130,481,000) | $ (117,354,000) | $ (110,839,000) |
General and administrative | (10,611,000) | (11,122,000) | (9,284,000) | (8,231,000) | (8,269,000) | (7,987,000) | (46,745,000) | (31,899,000) | (31,865,000) |
Loss on disposal of property and equipment | (382,000) | (23,000) | (3,768,000) | 0 | 0 | 0 | (3,791,000) | (515,000) | (676,000) |
Impairment of operating lease right-of-use assets and related property and equipment | (382,000) | 0 | 0 | ||||||
Total operating expenses, net | (42,905,000) | (44,377,000) | (39,148,000) | (37,347,000) | (39,063,000) | (36,186,000) | (179,701,000) | (143,408,000) | (141,050,000) |
Other income (expense): | |||||||||
Other income (expense), net | (1,597,000) | 482,000 | 782,000 | (3,740,000) | (1,331,000) | 860,000 | 2,861,000 | 2,038,000 | (145,000) |
Interest income | 3,646,000 | 3,403,000 | 3,446,000 | 165,000 | 89,000 | 28,000 | 13,505,000 | 1,708,000 | 262,000 |
Interest expense | (5,014,000) | (5,020,000) | (4,905,000) | (1,850,000) | (1,810,000) | (1,790,000) | (45,067,000) | (8,905,000) | (1,105,000) |
Total other expenses, net | (2,965,000) | (1,135,000) | (677,000) | (5,425,000) | (3,052,000) | (902,000) | (28,701,000) | (5,159,000) | (988,000) |
Net loss before income tax | (45,870,000) | (45,512,000) | (39,825,000) | (42,772,000) | (42,115,000) | (37,088,000) | (208,402,000) | (148,567,000) | (142,038,000) |
Income tax benefit (expense) | 21,000 | (40,000) | 14,000 | 5,000 | 56,000 | 26,000 | 19,500 | (272,000) | (58,000) |
Net loss attributable to ordinary shareholders | (45,849,000) | (45,552,000) | (39,811,000) | (42,767,000) | (42,059,000) | (37,062,000) | (208,383,000) | (148,839,000) | (142,096,000) |
Other comprehensive income (loss): | |||||||||
Foreign currency exchange translation adjustment | (5,837,000) | 5,300,000 | 5,641,000 | (14,054,000) | (17,485,000) | (7,455,000) | 9,906,000 | (30,328,000) | (2,709,000) |
Total comprehensive loss | $ (51,686,000) | $ (40,252,000) | $ (34,170,000) | $ (56,821,000) | $ (59,544,000) | $ (44,517,000) | $ (198,477,000) | $ (179,167,000) | $ (144,805,000) |
Basic net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
Diluted net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
Weighted-average basic ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | 173,941,926 | 94,993,400 | 72,084,078 |
Weighted-average diluted ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | 173,941,926 | 94,993,400 | 72,084,078 |
Grant | |||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 166,000 | $ 0 | $ 166,000 | $ 823,000 |
License | |||||||||
Revenues | $ 406,000 | $ 0 | $ 1,292,000 | $ 2,369,000 | $ 0 | $ 0 | $ 1,698,000 | $ 6,194,000 | $ 1,507,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - 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, 2020 | 52,346,231 | 34,425 | 88,893,548 | 1 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 210,032 | $ 3 | $ 0 | $ 118 | $ 0 | $ 595,016 | $ (5,861) | $ (379,244) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares, net of issuance costs (shares) | 38,202,155 | |||||||||||
Issuance of ordinary shares, net of issuance costs | 228,161 | $ 1 | 228,160 | |||||||||
Share-based compensation expense | 9,937 | 9,937 | ||||||||||
Vesting of restricted stock (in shares) | 163,375 | |||||||||||
Vesting of restricted stock | 0 | |||||||||||
Exercise of stock options (shares) | 196,069 | |||||||||||
Exercise of stock options | 127 | 127 | ||||||||||
Issuance of warrants, net of transaction costs | 9,868 | $ 6,400 | 9,868 | |||||||||
Unrealized gain (loss) on foreign currency translation | (2,709) | (2,709) | ||||||||||
Net loss attributable to ordinary shareholders | (142,096) | (142,096) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 90,907,830 | 34,425 | 88,893,548 | 1 | ||||||||
Ending, balance at Dec. 31, 2021 | 313,320 | $ 4 | $ 0 | $ 118 | $ 0 | 843,108 | (8,570) | (521,340) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized gain (loss) on foreign currency translation | (7,455) | |||||||||||
Net loss attributable to ordinary shareholders | (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 | |||||||||||
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) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares, net of issuance costs (shares) | 81,927,012 | |||||||||||
Issuance of ordinary shares, net of issuance costs | 152,390 | $ 4 | 152,386 | |||||||||
Share-based compensation expense | 12,014 | 12,014 | ||||||||||
Vesting of restricted stock (in shares) | 76,804 | |||||||||||
Vesting of restricted stock | 0 | |||||||||||
Exercise of stock options (shares) | 162,864 | |||||||||||
Exercise of stock options | 117 | 117 | ||||||||||
Unrealized gain (loss) on foreign currency translation | (30,328) | (30,328) | ||||||||||
Net loss attributable to ordinary shareholders | (148,839) | (148,839) | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 173,074,510 | 34,425 | 1 | 173,074,510 | 34,425 | 88,893,548 | 1 | |||||
Ending, balance at Dec. 31, 2022 | 298,674 | $ 8 | $ 0 | $ 118 | $ 0 | 1,007,625 | (38,898) | (670,179) | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 90,907,941 | 34,425 | 88,893,548 | 1 | ||||||||
Beginning balance at Mar. 31, 2022 | 271,143 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized gain (loss) on foreign currency translation | (17,485) | |||||||||||
Net loss attributable to ordinary shareholders | (42,059) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 90,909,783 | 34,425 | 88,893,548 | 1 | ||||||||
Ending, balance at Jun. 30, 2022 | 214,521 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized gain (loss) on foreign currency translation | (14,054) | |||||||||||
Net loss attributable to ordinary shareholders | (42,767) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 91,132,356 | 34,425 | 88,893,548 | 1 | ||||||||
Ending, balance at Sep. 30, 2022 | 161,154 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 173,074,510 | 34,425 | 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) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized gain (loss) on foreign currency translation | 5,641 | |||||||||||
Net loss attributable to ordinary shareholders | (39,811) | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 173,074,510 | 34,425 | 88,893,548 | 1 | ||||||||
Ending, balance at Mar. 31, 2023 | 266,920 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 173,074,510 | 34,425 | 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) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation expense | 11,250 | 11,250 | ||||||||||
Vesting of restricted stock (in shares) | 1,006,382 | |||||||||||
Vesting of restricted stock | 0 | |||||||||||
Reversal of restricted share forfeited (in shares) | 10,362 | |||||||||||
Reversal of restricted share forfeited | $ 0 | |||||||||||
Exercise of stock options (shares) | 10,107 | 10,107 | ||||||||||
Exercise of stock options | $ 27 | 27 | ||||||||||
Unrealized gain (loss) on foreign currency translation | 9,906 | 9,906 | ||||||||||
Net loss attributable to ordinary shareholders | (208,383) | (208,383) | ||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 174,101,361 | 34,425 | 88,893,548 | 1 | 174,101,361 | 34,425 | 88,893,548 | 1 | ||||
Ending, balance at Dec. 31, 2023 | 111,474 | $ 8 | $ 0 | $ 118 | $ 0 | $ 1,018,902 | $ (28,992) | $ (878,562) | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 173,074,510 | 34,425 | 88,893,548 | 1 | ||||||||
Beginning balance at Mar. 31, 2023 | 266,920 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized gain (loss) on foreign currency translation | 5,300 | |||||||||||
Net loss attributable to ordinary shareholders | (45,552) | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 173,680,872 | 34,425 | 88,893,548 | 1 | ||||||||
Ending, balance at Jun. 30, 2023 | 229,336 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Unrealized gain (loss) on foreign currency translation | (5,837) | |||||||||||
Net loss attributable to ordinary shareholders | (45,849) | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 173,936,794 | 34,425 | 88,893,548 | 1 | ||||||||
Ending, balance at Sep. 30, 2023 | $ 180,518 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss attributable to ordinary shareholders | $ (208,383,000) | $ (148,839,000) | $ (142,096,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6,565,000 | 7,422,000 | 8,458,000 |
Loss on disposal of property and equipment | 3,791,000 | 515,000 | 672,000 |
Share-based compensation net of amounts capitalized | 11,204,000 | 12,014,000 | 9,937,000 |
Interest expense accrued on liability related to future royalties and sales milestones, net (included interest expense) | 44,999,000 | 8,884,000 | 1,093,000 |
Foreign exchange differences | (7,604,000) | 3,996,000 | 0 |
Non-cash operating lease expense | 4,058,000 | 3,432,000 | 3,728,000 |
Loss on lease incentive and reassessment | 0 | 0 | 9,000 |
Loss on termination of operating lease | 95,000 | 0 | 0 |
Impairment of operating lease right-of-use assets and related property and equipment | 382,000 | 0 | 0 |
Deferred income tax | (986,000) | (268,000) | (72,000) |
Changes in operating assets and liabilities | |||
Decrease (increase) in prepaid expenses and other current assets | 10,695,000 | (10,962,000) | 5,574,000 |
Decrease in prepaid expenses and other non-current assets | 1,726,000 | 161,000 | 503,000 |
Decrease (increase) in long-term deposits | 937,000 | (5,000) | 575,000 |
(Decrease) increase in accounts payable | (509,000) | 22,000 | (1,816,000) |
(Decrease) increase in accrued expenses and other liabilities | 998,000 | 16,007,000 | (2,021,000) |
(Decrease) increase in operating lease liability | (13,555,000) | (4,687,000) | (2,405,000) |
Net cash used in operating activities | (145,587,000) | (112,308,000) | (117,861,000) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (10,986,000) | (10,841,000) | (8,857,000) |
Net cash used in investing activities | (10,986,000) | (10,841,000) | (8,857,000) |
Cash flows from financing activities: | |||
Proceeds of issuance of ordinary shares | 0 | 163,854,000 | 245,900,000 |
Proceeds from exercise of share options | 27,000 | 117,000 | 125,000 |
Proceeds from liability related to future royalties and sales milestones, net | 0 | 70,000,000 | 50,000,000 |
Payments of equity issuance costs | (910,000) | (10,361,000) | (11,453,000) |
Payments of issuance costs related to the liability related to the sale of future royalties and sales milestones, net | 0 | 0 | (509,000) |
Net cash (used in) provided by financing activities | (883,000) | 223,610,000 | 284,063,000 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 15,030,000 | (28,376,000) | (754,000) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (142,426,000) | 72,085,000 | 156,591,000 |
Cash, cash equivalents and restricted cash, beginning of period | 382,761,000 | 310,676,000 | 154,085,000 |
Cash, cash equivalents and restricted cash, end of period | 240,335,000 | 382,761,000 | 310,676,000 |
Supplemental cash flow information | |||
Cash paid for taxes - primarily related to the United States of America | (551,000) | (471,000) | (364,000) |
Supplemental non-cash flow information | |||
Property and equipment purchases included in accounts payable or accrued expenses | 433,000 | 2,864,000 | 3,712,000 |
Leased assets terminated and obtained in exchange for operating lease liabilities, net | 3,000 | 0 | 28,517,000 |
Leased assets obtained in exchange for operating lease liabilities | 41,148,000 | 9,785,000 | 627,000 |
Capitalized share-based compensation, net of forfeitures | 46,000 | (6,000) | 0 |
Capitalized implementation costs included in accrued expenses | 564,000 | 230,000 | 100,000 |
Issuance costs included in accounts payable and accrued expenses | 272,000 | 1,103,000 | 245,000 |
Warrants issued in relation to Blackstone Agreements at relative fair value | 0 | 0 | 9,868,000 |
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets: | |||
Cash and cash equivalents | 239,566,000 | 382,436,000 | 310,338,000 |
Restricted cash | 769,000 | 325,000 | 338,000 |
Total cash, cash equivalents and restricted cash | $ 240,335,000 | $ 382,761,000 | $ 310,676,000 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Autolus Therapeutics plc and its subsidiaries (collectively “Autolus” or the “Company”) is a biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer and autoimmune diseases. 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 offer cancer patients substantial benefits over the existing standard of care, including the potential for cure in some patients. Autolus Therapeutics plc is registered in England and Wales. Its registered office is The MediaWorks, 191 Wood Lane, London, W12 7FP, United Kingdom. The Company is a public limited company incorporated under the laws of England and Wales, and qualifies as a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, is not subject to the same requirements that are imposed upon U.S. domestic issuers by the Securities and Exchange Commission (the “SEC”). The Company has decided to voluntarily file periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K on U.S. domestic issuer forms, which are more detailed and extensive in certain respects, and which must be filed more promptly than the forms currently required for foreign private issuers. Although the Company has voluntarily chosen to file periodic reports and current reports on U.S. domestic issuer forms, the Company will maintain its status as a foreign private issuer and is not subject to certain other requirements imposed on U.S. domestic issuers including its officers, directors, and principal shareholders are not subject to the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All intercompany accounts and transactions between the Autolus Therapeutics plc and its subsidiaries have been eliminated upon consolidation. Going concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, 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 within one year after the date the financial statements are issued. As of December 31, 2023, the Company held cash and cash equivalents of $239.6 million and a net loss attributable to ordinary shareholders for the year the ended December 31, 2023 of $208.4 million. As of December 31, 2023, the Company had an accumulated deficit of $878.6 million. The Company concluded with its existing cash and cash equivalents of $239.6 million together with the total aggregate gross proceeds received post year end of $600.0 million ($250.0 million and $350.0 million received from BioNTech SE and an underwritten offering, respectively as further details described in Note 24 - Subsequent events) that it can fund its operations for at least the next twelve months from the date of issuance of these financial statements and as such has prepared the consolidated financial statements on the going concern basis. As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. Even if the Company's planned regulatory submissions for its products are approved, and the Company is successful in its commercialization efforts, additional funding will be needed before the Company is expected to reach cash breakeven. Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, share-based compensation including assessing the probability of meeting performance conditions, income taxes, initial fair value of warrants, and accrued interest expense on liability related to future royalties and sales milestones, net and related cumulative catch-up adjustment, initial lease term of the Company's new manufacturing facility (The Nucleus), and incremental borrowing rates related to the Company's leased properties. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s Chief Executive Officer, view the Company’s operations and manages its business as a single operating segment, which is the business of developing and commercializing CAR T therapies. Cash and cash equivalents The Company considers cash and cash equivalents in the consolidated financial statements to include cash and highly liquid investments at financial institutions. The Company invests in variety of short-term interest-bearing instruments including money market funds, which are subject to an insignificant risk of changes in value. Cash equivalents are primarily accessible on demand and have a weighted average maturity date of less than 95 days. Restricted Cash The Company's restricted cash consists of cash providing security for corporate credit cards, rental deposits relating to the sub-lease of facilities to third parties and cash deposited with a financial institution for the incorporation of the Company's newly incorporated Swiss subsidiary. The Company has a security deposit relating to entered into a credit card arrangement with one of its financial institutions amounting to $0.6 million. In October 2021, the Company entered into two sub-leasing agreements relating to the Enfield facility, which require aggregate rental deposits of $0.1 million to be held by the Company. The cash deposited with a financial institution for the incorporation of Company's newly incorporated Swiss subsidiary amounted to $0.1 million Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in of the following levels: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places cash and cash equivalents and restricted cash with established financial institutions with strong credit ratings. The Company holds significant amounts of cash and cash equivalents that are in excess of federally insured limits in various currencies, placed with one or more financial institutions for varying periods according to expected liquidity requirements. The Company's cash and cash equivalents are held with multiple banks and financial institutions. Management monitors the credit rating of those banks and financial institutions on a regular basis. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. Implementation Costs in a Cloud Computing Arrangement The Company’s cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the consolidated balance sheet in prepaid expenses and other assets, current and non-current, and are generally amortized over the fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis. Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2023 and 2022, the Company’s property and equipment consisted of office equipment, lab equipment, furniture and fittings, and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Office equipment 3 years Lab equipment 5 to 10 years Furniture and fittings 5 years Leasehold improvements shorter of the lease term or the estimated useful life of the asset Assets under construction consist of costs incurred with leasehold improvements and, once placed into service, will be depreciated over the shorter of the lease term or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included in the statement of operations and other comprehensive loss. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. The Company routinely evaluates the useful life attributed to its assets. Impairment of Long-Lived Assets The Company evaluates an asset for potential impairment when events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Recoverability is measured by comparing the carrying value of the asset to the expected future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the asset exceeds the fair value. The Company recognized an impairment of long-lived assets located in the United Kingdom amounting to $0.4 million for the year ended December 31, 2023. The Company did not recognize any impairment of long-lived assets for the year ended December 31, 2022 and 2021 . Leases 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. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet, leases with terms of one year or less. Instead, these lease payments are recognized in the statements of operations on a straight-line basis over the lease term. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as incentives received, initial direct costs, or prepayments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in Topic 842, Leases (“ASC 842”), components of a lease should be split into three categories: lease components ( e.g. , land, building, etc.) and non-lease components ( e.g. , common area maintenance, consumables, etc). Many of the Company's leases contain variable non-lease components such as maintenance, taxes, insurance, and similar costs for the spaces it occupies. The Company expenses the variable lease payments in the period in which it incurs the obligation to pay such variable amounts and will be included in variable lease costs in the leases footnote disclosure. Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components. For new and amended leases, the Company has elected the practical expedients to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. The Company determined the underlying lease to be the predominant component, and therefore, the entire agreement was accounted for under ASC 842. The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities during the adoption of ASC 842: • As the Company's leases do not provide an implicit rate, it estimated the incremental borrowing rate for each lease based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of its existing leases and adjusting it for factors that appropriately reflect the profile of secured borrowing over the lease term. For leases existing as of the adoption date, the Company has utilized its incremental borrowing rate based on the remaining lease term as of the adoption date. For leases that commenced after the adoption date, the Company determined the incremental borrowing rate based on the lease term as determined at the commencement date of the lease. • The expected lease terms include both contractual lease periods and, when applicable, cancellable option periods where failure to exercise such options would result in an economic penalty. • Since the Company elected to account for the classes of underlying assets and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. Intangible Assets Subject to Amortization The Company’s intangible assets have been related to acquired software licenses with finite lives which are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount ( i.e. , the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company evaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives. At December 31, 2023 and 2022 these intangible assets were fully amortized. Research and Development Costs Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of costs incurred in performing R&D activities, including salaries, share-based compensation and benefits, depreciation expense, third-party license fees, external costs of outside vendors engaged to conduct clinical development activities, clinical trials, costs to manufacture clinical trial materials and certain tax credits associated with research and development activities. UK Research and Developments Tax Credits As a company that carries out extensive R&D activities, the Company benefits from research and development tax credits in the UK. The Company claims UK research and development tax credits under the regimes for small or medium-sized enterprises (“SME R&D tax credit”), and UK Research and Development Expenditure Credit (“RDEC”), to the extent that the Company's projects are grant funded. The UK research and development tax credits are fully refundable to the Company and are not dependent on current or future taxable income. As a result, the Company records the entire benefit from the UK research and development tax credits as a benefit, which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. If, in the future, any UK research and development tax credits generated are needed to offset a corporate income tax liability in the UK, that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded as a reduction of research and development expenses. The benefits from UK research and development tax credits are recognized in the statements of operations and comprehensive loss as a reduction of research and development expenses and represents the sum of the research and development tax credits recoverable in the UK. The SME regime has been particularly beneficial to the Company, as under such program the trading losses that arise from the Company's qualifying R&D activities can be surrendered for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023 and decreasing to 18.6% after April 1, 2023. Additionally, the UK Government has enacted further changes to the SME regime on March 4, 2024 which include the introduction of a new rate for R&D intensive companies of 27% (which the Company may qualify for) and comes into effect for expenditures incurred after April 1, 2024. Qualifying expenditures largely comprise of employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects for which the Company do not receive income. A large proportion of costs in relation to the Company's pipeline research, clinical trials management and manufacturing development activities, all of which are being carried out by its wholly owned subsidiary Autolus Limited, are eligible for inclusion within these tax credit cash rebate claims. Under the RDEC Program, tax credits for qualifying R&D expenditure incurred prior to April 1, 2023 are granted at a headline rate of 13% and can generate cash rebates of up to 10.5% of qualifying R&D expenditure. The headline rate of RDEC increased to 20% on April 1, 2023 and can generate cash rebates of up to 15% on qualifying R&D expenditure incurred from this date. Amendments to the current SME and RDEC programs that are contained in the Finance Bill currently proceeding through the UK Parliament will take effect from periods on or after April 1, 2024 and will (i) (unless limited exceptions apply) introduce restrictions on the tax relief that can be claimed for expenditure incurred on sub-contracted R&D activities or externally provided workers, where such sub-contracted activities are not carried out in the UK or such workers are not subject to UK payroll taxes, and (ii) merge the SME regime and the RDEC regime into a single scheme which would generate net cash benefit of up to 15% of the qualifying expenditure for profit making companies and up to 16.2% for loss making companies. The Company currently meet the conditions of the SME regime, but also can make claims under the RDEC regime to the extent that our projects are grant funded. In addition, the Company may meet the conditions of the R&D intensive scheme and may be able to make claims under merged SME R&D intensive regime. The Company may not be able to continue in the future to qualify as a small or medium-sized enterprise under the SME Regime, based on size criteria concerning employee headcount, turnover and gross assets. If the Company ceases to qualify under the SME regime, the Company may make a claim under the RDEC regime for periods ending December 31, 2024, or the merged R&D regime from period ending December 31, 2025. It should be noted, however, that the types of qualifying expenditure in respect of which the Company may make claims under the RDEC regime are more restricted than under the SME regime (for example, it may be the case that certain subcontracted costs in respect of which claims may be made under the SME regime do not qualify for relief under the RDEC regime). R&D tax credits of $19.5 million, $24.6 million and $24.0 million were recognized for the years ended December 31, 2023, 2022 and 2021 , respectively, and are recorded as offsets to research and development expense in our consolidated statement of operations and comprehensive loss. Accrued Research and Development Expenses As part of the process of preparing consolidated financial statements, the Company is required to estimate accruals for research and development expenses. This process involves reviewing and identifying services which have been performed by third parties on the Company’s behalf and determining the value of these services. In addition, the Company makes estimates of costs incurred to date but not yet invoiced, in relation to external clinical research organizations and clinical site costs. The Company analyzes the progress of clinical trials, including levels of patient enrollment; invoices received and contracted costs, when evaluating the adequacy of the accrued liabilities for research and development. The Company makes judgments and estimates in determining the accrued balance in any accounting period. Share-Based Compensation The Company recognizes share-based compensation expense for equity awards based on the grant date fair value of the award. The Company recognizes share-based compensation expense for awards granted to employees and non-employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, the Company recognizes share-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For performance conditions related to regulatory approvals those regulatory approvals are deemed probable when actually achieved. The Company accounts for forfeitures as they occur. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 14, “ Share-based compensation ” , for the Company’s assumptions used in connection with share option grants made during the periods covered by these consolidated financial s tatements. Assumptions used in the option pricing model include the following: ▪ Expected volatility. The Company lacks company-specific historical and implied volatility information for the Company's ADSs for expected terms greater than 5.5 years. Therefore, it uses a combination of the historical volatility of the ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded ADS price. ▪ Expected term . The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. ▪ Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. ▪ Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. ▪ Fair value of ordinary shares. The fair market value of the Company’s ADSs underlying the share option is equal to the closing price of the ADSs on the Nasdaq Global Select Market on the date the grant is approved by the Compensation Committee or delegate of the Compensation Committee. Foreign Currency Translation The Company maintains its accounting records in its functional currency, which is pound sterling. 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 $2.6 million and $1.8 million for the year ended December 31, 2023 and 2022, respectively, and a foreign exchange loss of $2.3 million for the years ended December 31, 2021. Foreign exchange gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. For financial reporting purposes, the financial statements of the Company have been translated into U.S. dollars. Assets and liabilities have been translated at the exchange rates at the balance sheet dates, while revenue and expenses are translated at the average exchange rates over the reporting period and shareholders’ equity amounts are translated based on historical exchange rates as of the date of each transaction. Translation adjustments are not included in determining net income (loss) but are included in foreign exchange adjustment to other comprehensive loss, a component of shareholders’ equity. Patent Costs The Company expenses patent prosecution and related legal costs as they are incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. Grant Income The Company has received research grants under which it is reimbursed for specific research and development activities. Payments received are recognized as income in the statements of operations and comprehensive loss over the period in which the Company recognizes the related costs. At the time the Company recognizes grant income, it has complied with the conditions attached to it and the receipt of the reimbursement is reasonably assured. The Company has received grants from the UK government, which are repayable under certain circumstances, including breach or noncompliance. For grants with refund provisions, the Company reviews the grant to determine the likelihood of repayment. If the likelihood of repayment of the grant is determined to be remote, then the grant is recognized as grant income. The Company has determined that the likelihood of any repayment events included in its current grants is remote. Interest Income Interest income arises on the Company's cash and cash equivalents including money market funds and short-term deposits. License Revenue The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company has no products approved for commercial sale and have not generated any revenue from commercial product sales. The revenue to date has been generated principally from out-licensing agreements with a small number of the Company's customers. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. License Fees and Multiple Element Arrangements If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligations to determine whether the combined performance obligations are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that the Company promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocate the transaction price to material rights based on the relative standalone selling price, which is determined based on any identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Contingent Research Milestone Payments ASC Topic 606 constrains the amount of variable consideration included in the transaction price in that either all, or a portion, of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example. If the consideration in a contract includes a variable amount, the Company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if the Company’s entitlement to the consideration is contingent on the occurrence or non-occurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period. The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenue could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant. U.S. GAAP provides factors to conside |
Restatement of previously-issue
Restatement of previously-issued consolidated financial statements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of previously-issued consolidated financial statements | Restatement of previously issued consolidated financial statements In connection with the preparation of the Company's consolidated financial statements as of and for the year ended December 31, 2023, the Company discovered that in prior years it incorrectly accounted and presented its U.K SME tax credit in accordance with ASC 740 - Income taxes . The error resulted in an overstatement of both income tax benefit and research and development expense, and therefore total operating expenses, of $24.6 million and $24.0 million for the years ended December 31, 2022 and 2021, respectively. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “ Materiality ”, and SAB No. 108, “ Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ”, the Company evaluated these errors as material to its previously issued consolidated financial statements. As a result, the Company has restated its Consolidated Statement of Operations and Comprehensive Loss. There is no effect on the Company's Consolidated Balance Sheet, Consolidated Statements of Shareholders' Equity, or Consolidated Statements of Cash Flows as of and for the years ended December 31, 2022 or 2021. Furthermore, the error had no effect on the Company's net loss attributable to ordinary shareholders or basic diluted net loss per ordinary share. The following table presents the effect of the restatement adjustments on the Company’s Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year ended December 31, 2022 As previously Reported Restatement adjustments As Restated Research and development expenses $ (141,992) $ 24,638 $ (117,354) Total operating expenses, net (168,046) 24,638 (143,408) Income tax benefit (expense) 24,366 (24,638) (272) Basic and diluted net loss per ordinary share $ (1.57) $ — $ (1.57) Year ended December 31, 2021 As previously Reported Restatement adjustments As Restated Research and development expenses $ (134,789) $ 23,950 $ (110,839) Total operating expenses, net (165,000) $ 23,950 $ (141,050) Income tax benefit (expense) 23,892 (23,950) $ (58) Basic and diluted net loss per ordinary share $ (1.97) $ — $ (1.97) The Company has also restated its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the quarterly periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023. The unaudited Condensed Consolidated Statement Balance Sheet, Condensed Consolidated Statement of Changes in Equity and Condensed Consolidated Statement of Cash Flows for the periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 were not affected by the misstatement. Furthermore, the error had no effect on the Company's unaudited net loss attributable to ordinary shareholders or basic or diluted net loss per ordinary share for each of the above mentioned quarterly periods. Refer to Note 25, “Restatement of previously issued quarterly condensed consolidated financial statements (unaudited)” for further details. The Company has restated its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the quarterly periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023. The unaudited Condensed Consolidated Statement Balance Sheet, Condensed Consolidated Statement of Changes in Equity and Condensed Consolidated Statement of Cash Flows for the periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 were not affected by the restatement. Furthermore, the error had no effect on the Company's unaudited net loss to ordinary shareholders or basic or diluted net loss per ordinary share for any of the above mentioned quarterly periods. Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) March 31 2023 2022 Assets Current assets: Cash and cash equivalents $ 343,027 $ 268,558 Restricted cash 328 334 Prepaid expenses and other current assets 50,530 40,571 Total current assets 393,885 309,463 Non-current assets: Property and equipment, net 34,667 31,017 Prepaid expenses and other non-current assets 465 2,119 Operating lease right-of-use assets, net 26,861 17,366 Long-term deposits 1,821 1,983 Deferred tax asset 2,272 2,000 Intangible assets, net — 46 Total assets $ 459,971 $ 363,994 Liabilities and shareholders' equity Current liabilities: Accounts payable 353 153 Accrued expenses and other liabilities 34,463 24,513 Operating lease liabilities, current 4,821 4,174 Total current liabilities 39,637 28,840 Non-current liabilities: Operating lease liabilities, non-current 22,495 15,081 Liability related to future royalties and sales milestones, net 130,805 48,806 Other long-term payables 114 124 Total liabilities 193,051 92,851 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 and 200,000,000 shares authorized at March 31, 2023 and 2022, 173,074,510 and 90,907,941 shares issued and outstanding at March 31, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at March 31, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at March 31, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at March 31, 2023 and 2022 — — Additional paid-in capital 1,010,041 845,448 Accumulated other comprehensive loss (33,257) (16,025) Accumulated deficit (709,990) (558,402) Total shareholders' equity 266,920 271,143 Total liabilities and shareholders' equity $ 459,971 $ 363,994 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) June 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 307,500 $ 216,437 Restricted cash 332 325 Prepaid expenses and other current assets 47,533 42,198 Total current assets 355,365 258,960 Non-current assets: Property and equipment, net 36,857 33,794 Prepaid expenses and other non-current assets 295 1,888 Operating lease right-of-use assets, net 54,251 15,230 Long-term deposits 1,864 1,835 Deferred tax asset 2,360 2,244 Intangible assets, net — 25 Total assets $ 450,992 $ 313,976 Liabilities and shareholders' equity Current liabilities: Accounts payable 3,878 162 Accrued expenses and other liabilities 30,954 31,360 Operating lease liabilities, current 6,231 3,995 Total current liabilities 41,063 35,517 Non-current liabilities: Operating lease liabilities, non-current 44,707 13,208 Liability related to future royalties and sales milestones, net 135,764 50,615 Other long-term payables 122 115 Total liabilities 221,656 99,455 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at June 30, 2023 and 2022, 173,680,872 and 90,909,783 shares issued and outstanding at June 30, 202 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at June 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at June 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at June 30, 2023 and 2022 — — Additional paid-in capital 1,012,709 848,370 Accumulated other comprehensive loss (27,957) (33,510) Accumulated deficit (755,542) (600,461) Total shareholders' equity 229,336 214,521 Total liabilities and shareholders' equity $ 450,992 $ 313,976 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) September 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 256,415 $ 163,053 Restricted cash 434 315 Prepaid expenses and other current assets 51,533 48,943 Total current assets 308,382 212,311 Non-current assets: Property and equipment, net 34,637 32,474 Prepaid expenses and other non-current assets 136 1,718 Operating lease right-of-use assets, net 59,403 13,235 Long-term deposits 943 1,688 Deferred tax asset 2,597 2,396 Intangible assets, net — 8 Total assets $ 406,098 $ 263,830 Liabilities and shareholders' equity Current liabilities: Accounts payable 661 334 Accrued expenses and other liabilities 31,388 34,669 Operating lease liabilities, current 5,491 3,815 Total current liabilities 37,540 38,818 Non-current liabilities: Operating lease liabilities, non-current 46,967 11,310 Liability related to future royalties and sales milestones, net 140,778 52,443 Other long-term payables 295 105 Total liabilities 225,580 102,676 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at September 30, 2023 and 2022, 173,936,794 and 91,132,356 shares issued and outstanding at September 30, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at September 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at September 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at September 30, 2023 and 2022 — — Additional paid-in capital 1,015,577 851,824 Accumulated other comprehensive loss (33,794) (47,564) Accumulated deficit (801,391) (643,228) Total shareholders' equity 180,518 161,154 Total liabilities and shareholders' equity $ 406,098 $ 263,830 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ 166 $ 166 License revenue 1,292 1,292 — — Operating expenses: Research and development (31,344) 3,956 (27,388) (33,963) 5,598 (28,365) General and administrative (9,284) (9,284) (7,987) (7,987) Loss on disposal of property and equipment (3,768) (3,768) — — Total operating expenses, net (43,104) 3,956 (39,148) (41,784) 5,598 (36,186) Other income (expense), net 782 782 860 860 Interest income 3,446 3,446 28 28 Interest expense (4,905) (4,905) (1,790) (1,790) Total other expenses, net (677) — (677) (902) — (902) Net loss before income tax (43,781) 3,956 (39,825) (42,686) 5,598 (37,088) Income tax benefit 3,970 (3,956) 14 5,624 (5,598) 26 Net loss attributable to ordinary shareholders (39,811) — (39,811) (37,062) — (37,062) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,641 5,641 (7,455) (7,455) Total comprehensive loss $ (34,170) $ — $ (34,170) $ (44,517) $ — $ (44,517) Basic and diluted net loss per ordinary share $ (0.23) $ — $ (0.23) $ (0.41) $ — $ (0.41) Weighted-average basic and diluted ordinary shares 173,825,825 173,825,825 173,825,825 90,914,175 90,914,175 90,914,175 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue — — — — Operating expenses: Research and development (36,742) 3,510 (33,232) (38,212) 7,418 (30,794) General and administrative (11,122) (11,122) (8,269) (8,269) Loss on disposal of property and equipment (23) (23) — — Total operating expenses, net (47,887) 3,510 (44,377) (46,481) 7,418 (39,063) Other income (expense), net 482 482 (1,331) (1,331) Interest income 3,403 3,403 89 89 Interest expense (5,020) (5,020) (1,810) (1,810) Total other expenses, net (1,135) — (1,135) (3,052) — (3,052) Net loss before income tax (49,022) 3,510 (45,512) (49,533) 7,418 (42,115) Income tax benefit (expense) 3,470 (3,510) (40) 7,474 (7,418) 56 Net loss attributable to ordinary shareholders (45,552) — (45,552) (42,059) — (42,059) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,300 5,300 (17,485) (17,485) Total comprehensive loss $ (40,252) $ — $ (40,252) $ (59,544) $ — $ (59,544) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.46) $ — $ (0.46) Weighted-average basic and diluted ordinary shares 173,860,491 173,860,491 173,860,491 90,931,964 90,931,964 90,931,964 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue 406 406 2,369 2,369 Operating expenses: Research and development (37,237) 4,919 (32,318) (37,632) 6,147 (31,485) General and administrative (10,611) (10,611) (8,231) (8,231) Impairment of operating lease right-of-use assets and related property and equipment (382) (382) — — Total operating expenses, net (47,824) 4,919 (42,905) (43,494) 6,147 (37,347) Other income (expense), net (1,597) (1,597) (3,740) (3,740) Interest income 3,646 3,646 165 165 Interest expense (5,014) (5,014) (1,850) (1,850) Total other expenses, net (2,965) — (2,965) (5,425) — (5,425) Net loss before income tax (50,789) 4,919 (45,870) (48,919) 6,147 (42,772) Income tax benefit 4,940 (4,919) 21 6,152 (6,147) 5 Net loss attributable to ordinary shareholders (45,849) — (45,849) (42,767) — (42,767) Other comprehensive income (loss): Foreign currency exchange translation adjustment (5,837) (5,837) (14,054) (14,054) Total comprehensive loss $ (51,686) $ — $ (51,686) $ (56,821) $ — $ (56,821) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.47) $ — $ (0.47) Weighted-average basic and diluted ordinary shares 173,984,101 173,984,101 173,984,101 91,240,801 91,240,801 91,240,801 |
License revenue
License revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
License revenue | License revenue Revenue comprises of license revenue only for the years ended December 31, 2023, 2022 and 2021: Total revenue by geographical location (in thousands): Year Ended December 31, 2023 2022 2021 License revenue United Kingdom $ 346 $ — $ — United States 1,352 6,194 1,507 Total License revenue $ 1,698 $ 6,194 $ 1,507 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 (the “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 under the Cabaletta Agreement 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 the 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 year ended December 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. Research, Option and License Agreement with an Investee of Syncona Portfolio Limited The Company entered into a license agreement with an investee of Syncona Portfolio Limited on September 2, 2020 relating to the Company's RQR8 technology. The terms of the agreement include a non-refundable license fee, payments based upon achievement of clinical development and regulatory objectives, sales milestones payments and royalties on product sales. Upon the execution of the license agreement, the Company made available the RQR8 licensed know-how to investee of Syncona Portfolio Limited for a non-refundable license fee of $0.3 million. The Company has no further material performance obligations related to the agreement. 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 the investee of Syncona Portfolio Limited. 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 the investee of Syncona Portfolio Limited required 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. Upon execution of the license agreement, the transaction price included only the $0.3 million non-refundable license fee payable to the Company. The Company may receive further payments upon 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. During the year ended December 31, 2023 , Company received variable consideration arising from the achievement of a development milestone amounting to $0.35 million. Consequently, the Company recognized license revenue of $0.35 million (net of foreign exchange differences). Option and License Agreement with Bristol-Myers Squibb: On October 3, 2022, the Company entered into an Option and License Agreement (the “BMS Agreement”) with Bristol-Myer s Squibb Company (“BMS”), pursuant to which the Company granted to BMS a non-exclusive license to research, develop, manufacture, have manufactured, use, and commercialize products incorporating the Company's RQR8 technology. Upon the execution of the BMS Agreement, the Company made available the RQR8 licensed know-how to BMS for a non-refundable upfront license fee of $3.5 million. The Company has no further material performance obligations related to the BMS Agreement, as discussed below. BMS have agreed to pay non-refundable development milestones and low single-digit royalties based on net sales of each product covered by the licensed intellectual property. The Company further granted to BMS the option (the “Target 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 licensed targets upon payment of an option exercise fee (“Option Exercise Fee”). The Company identified the following material promises in the arrangement: the granting of a non-exclusive license for research and preclinical development activities as well as the initial transfer of know-how and information to BMS. The Company determined that the Option Exercise Fee was not offered at a significant and incremental discount. Accordingly, the Commercial Option did not represent a material right and, therefore, was 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 (the “BMS Combined Performance Obligation”). This is because BMS 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 BMS Combined Performance Obligation. The Company further determined that the up-front payment of $3.5 million constituted the entirety of the consideration included in the transaction price at contract inception, which was allocated to the BMS Combined Performance Obligation. The amount of the transaction price allocated to the BMS Combined Performance Obligation is recognized as or when the Company satisfies the performance obligation. The Company determined that the BMS Combined Performance Obligation was recognized at a point-in-time, upon the delivery of the transfer of know-how and research license to BMS. Upon execution of the BMS Agreement, the transaction price included only the $3.5 million up-front payment owed to the Company. The Company may receive further payments upon the exercise of the Target Option, the achievement of certain milestones, as well as royalty payments that reach low-single digit based on future net sales. The Company received an upfront non-refundable cash payment of $3.5 million in November 2022 and recognized license revenue of $3.5 million for the year ended December 31, 2022. Research, Option and License Agreement with Moderna On June 22, 2021, the Company entered into a Research, Option and License Agreement (the “Moderna Agreement”) with Mode rnaTX, Inc. (“Moderna”), pursuant to which the Company granted to Moderna an exclusive research license to perform research and pre-clinical development activities relating to target sequences with respect to certain of the Company’s research targets and products. The Company also granted Moderna on a research target-by-research target basis, the right to obtain an exclusive commercial license upon payment of a commercial option fee of $2.0 million (the “Commercial Option”). Pursuant to the Moderna Agreement, the Company received an upfront non-refundable cash payment of $1.5 million in October 2021 and is entitled to receive development milestones payments per product and in sales milestones payments per product from Moderna if certain clinical, regulatory and sales performance milestones are achieved. The Company is further eligible to receive royalties in the low to mid-single digits on net sales on a product-by-product basis. The Company identified the following material promises in the arrangement: the granting of an exclusive license to research and preclinical development activities as well as the initial transfer of know-how and information to Moderna. The Company determined the Commercial Option fee was not offered at a significant and incremental discount. Accordingly, the Commercial Option did not represent a material right and, therefore, was 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 (the “Moderna Combined Performance Obligation”). This is because Moderna requires the know-how to derive benefit from the research license. Based on these determinations, the Company identified one distinct performance obligation at the inception of the contract: the Moderna Combined Performance Obligation. The Company further determined that the up-front payment of $1.5 million constituted the entirety of the consideration included in the transaction price at contract inception, which was allocated to the Combined Performance Obligation. The amount of the transaction price allocated to the Moderna Combined Performance Obligation is recognized as or when the Company satisfies the performance obligation. The Company determined that the Moderna Combined Performance Obligation was recognized at a point-in-time, upon the delivery of the transfer of know-how and research license to Moderna. Upon execution of the Agreement, the transaction price included only the $1.5 million up-front payment was owed to the Company. The Company may receive further payments upon the exercise of the Commercial Option, the achievement of certain milestones, as detailed above, as well as royalty payments that reach mid-single digits based on future net sales. In September 2022, Moderna exercised its option, pursuant to the terms of the Moderna Agreement, to obtain the commercial license of the Company’s proprietary binders against an undisclosed immuno-oncology target for the development and commercialization of mRNA therapeutics resulting in the Company recognizing $2.0 million of license revenue for the year ended December 31, 2022. The future milestones, which represent variable consideration, were evaluated under the most likely amount method, and were not included in the transaction price, because the amounts were fully constrained as of December 31, 2023 and 2022 , respectively. As part of the Company’s evaluation of the constraint, it considered numerous factors, including that receipt of such milestones is outside the Company’s control. Separately, any consideration related to development milestones, sales-based milestones, as well as royalties on net sales upon commercialization by Cabaletta, BMS, Moderna and the investee of Syncona Portfolio Limited, will be recognized when the related sales occur, and therefore, have also been excluded from the transaction price in accordance with the sales-based royalty exception. The Company will re-evaluate the transaction price in each reporting period, as uncertain events are resolved, or as other changes in circumstances occur. For the years ended December 31, 2023, 2022 and 2021, the Company has not recognized any variable consideration with regards to the development milestones, sales-based milestones which are included in the revenue generating license agreements with Cabaletta, BMS and Moderna. These development milestones are not yet probable and therefore no revenue has been recognized. For the years ended December 31, 2023, 2022 and 2021 the Company has not recognized any royalty revenue from the license agreements that were executed in the current and prior periods. |
Interest Expense
Interest Expense | 12 Months Ended |
Dec. 31, 2023 | |
Banking and Thrift, Interest [Abstract] | |
Interest Expense | Interest expense Interest expense consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Interest expense accrued on liability related to future royalties and sales milestones, net (refer to Note 11) $ 19,892 $ 8,005 $ 1,093 Cumulative catch-up adjustment arising from the liability related to future royalties and sales milestones, net (refer to Note 11) 25,107 879 — Other interest expense 68 21 12 $ 45,067 $ 8,905 $ 1,105 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2023 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash and cash equivalents: Money market funds $ 184,635 $ 184,635 $ — $ — Total $ 184,635 $ 184,635 $ — $ — December 31, 2022 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash and cash equivalents: Money market funds $ 28,593 $ 28,593 $ — $ — Total $ 28,593 $ 28,593 $ — $ — |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 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): December 31, 2023 2022 Research and development claims receivable $ 19,209 $ 24,685 Prepayments 8,638 12,337 VAT receivable 2,771 2,701 Deferred cost 1,787 1,494 Other receivable 1,515 1,435 Lease and lease deposit receivable 938 32 Accounts receivable 109 121 Other assets — 203 Grant income receivable — 2 Total prepaid expenses and other current assets $ 34,967 $ 43,010 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 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): December 31, 2023 2022 Lab equipment $ 32,232 $ 31,188 Office equipment 3,777 3,573 Furniture and fittings 2,360 1,221 Leasehold improvements 12,728 11,688 Assets under construction 12,539 13,186 Less: accumulated depreciation (28,774) (25,647) Total property and equipment, net $ 34,862 $ 35,209 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Intangible assets, net The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands): December 31, 2023 2022 Software licenses $ — $ 258 Less: accumulated amortization — (258) Total intangibles assets, net $ — $ — Software licenses have an estimated useful life of 3 years. Amortization expense for the years ended December 31, 2023, 2022 and 2021 was nil, $65,000 and $90,000, respectively. |
Accrued expenses and other liab
Accrued expenses and other liabilities | 12 Months Ended |
Dec. 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): December 31, 2023 2022 Research and development costs $ 19,825 $ 26,478 Compensation and benefits 14,757 10,181 Professional fees 4,466 3,745 Other liabilities 533 393 Total accrued expenses and other liabilities $ 39,581 $ 40,797 |
Liability related to future roy
Liability related to future royalties and sales milestones, net | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Liability related to future royalties and sales milestones, net | Liability related to future royalties and sales milestones, net Blackstone Agreements On November 6, 2021, the Company concurrently entered into the following agreements with BXLS V - Autobahn L.P, (“Blackstone”) collectively called the “Blackstone Agreements”: (i) Strategic Collaboration and Financing Agreement, (the “Blackstone Collaboration Agreement”); (ii) Securities Purchase Agreement (the “Blackstone Securities Purchase Agreement”) - refer to Note 13. “Shareholders' equity”; (iii) Warrant Agreement (the “Blackstone Warrant”) - refer to Note 12, “Warrants"; and (iv) a Registration Rights Agreement (the “Blackstone Registration Rights Agreement”). The Blackstone Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate. Blackstone Collaboration Agreement Pursuant to the Blackstone Collaboration Agreement, Blackstone agreed to pay the Company up to $150 million to support the c ontinued development of the Company's CD19 CAR T cell investigational therapy product candidate, obecabtagene autoleucel (obe-cel), as well as next generation product therapies of obe-cel in B-cell malignancies. These payments include (i) an upfront payment of $50 million and (ii) up to $100 million payable based on the achievement of certain specified clinical, manufacturing and regulatory milestones (each such payment, a “Blackstone Development Payment” and collectively, the “Blackstone Development Payments”) 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 achievement of the specified regulatory milestone as probable when actually achieved. In exchange for the Blackstone Development Payments, the Company agreed to make payments to Blackstone (the “Revenue Share Payments”) equal to a mid-single digit royalty, subject to the Aggregate Cap (as defined in the Blackstone Collaboration Agreement) on payments under the Blackstone Collaboration Agreement, based on net sales anywhere in the world of (i) Collaboration Products in B-cell malignancies, (ii) subject to certain conditions set forth in the Blackstone Collaboration Agreement, its CD19 and CD22 CAR T cell investigational therapy product candidate known as AUTO3 in B-cell malignancies, and (iii) certain Collaboration Products to the extent developed or commercialized in indications other than a B-cell malignancy (“Obe-cel Franchise Products”). The Company is also obligated to make payments (the “Sales Milestone Payments”), subject to the Aggregate Cap, if certain cumulative net sales levels are achieved. The Company, and all of its subsidiaries have provided, and all of its future subsidiaries will provide, a guaranty to Blackstone of its obligations under the Blackstone Collaboration Agreement. In addition, the Company has granted a security interest in its subsidiary Autolus Limited to Blackstone in (a) intellectual property that is necessary or useful for the development, manufacture, use, commercialization, import, or export of Collaboration Products (the “Autolus IP Collateral”), (b) a segregated and blocked cash collateral account that will be established following regulatory approval of any Collaboration Product, solely for the purpose of receiving remittance of Revenue Share Payments and Sales Milestone Payments and disbursement thereof to Blackstone as provided in the Blackstone Collaboration Agreement, (c) a segregated cash collateral account established solely for the purpose of receiving Blackstone Development Payments and disbursing them for use by the Company in accordance with the terms of the Blackstone Collaboration Agreement, (d) all assets or property of the Company related to or arising from the Collaboration Products in any B-cell malignancy or the obe-cel Franchise Products in any indication other than a B-cell malignancy, and (e) all proceeds and products of each of the foregoing (collectively referred to as the “Collateral”). The security interest will be maintained until the earlier of (i) such time at which cumulative payments made by the Company under the Blackstone Collaboration Agreement equal $150 million and (ii) the first commercial sale in the United States of obe-cel or any other Lead Product (as defined in the Blackstone Collaboration Agreement) selected to replace obe-cel following a Program Failure (as defined in the Blackstone Collaboration Agreement) (such time, the “Release Time”). The Blackstone Collaboration Agreement contains negative covenants that restrict the Company from, among other things, (a) granting liens or otherwise encumbering its assets that constitute Collateral, (b) paying dividends or making distributions on account or, or redeeming, retiring or purchasing any capital stock, (c) other than certain permitted licensing transactions, transferring to third parties rights to commercialize any Collaboration Product or the Autolus IP Collateral anywhere in the world and (d) selling, transferring or assigning any rights to receive payments of royalties, returns on net sales, revenue share or other compensation or license fees with respect to a Collaboration Product in a B-cell malignancy and/or obe-cel Franchise Product in any indication other than a B-cell malignancy. Each of the negative covenants is subject to exceptions and carve outs set forth in the Blackstone Collaboration Agreement. The negative covenants will fall away upon the Release Time. Termination of the Blackstone Collaboration Agreement by Blackstone due to certain breaches of the Blackstone Collaboration Agreement or other actions by the Company will require the Company to make liquidated damage payments to Blackstone in excess of the Blackstone Development Payments. The Company has accounted for the Blackstone Collaboration Agreement as a liability primarily due to the Company's significant continuing involvement in generating the royalty stream. If and when obe-cel is commercialized and royalties or sales milestones become payable, the Company will recognize the portion of royalties paid to Blackstone as a decrease to the Collaboration Agreement liability with a corresponding reduction in cash. The Company concluded the Blackstone Agreements comprised of the following three units of accounting for the consideration received: (i) the Blackstone Collaboration Agreement, (ii) the purchase of ADSs, representing its ordinary shares, and (iii) Blackstone Warrants. The three units of accounting were recorded at relative fair value upon initial recognition and are not subsequently measured at fair value. During 2021, the Company allocated the initial total gross proceeds arising from the Blackstone Collaboration Agreement and the Blackstone Securities Purchase Agreement along with the issuance of the Blackstone Warrant among the three units of accounting on a relative fair value basis at the time of the transaction as follows: Units of Accounting Gross proceeds (in millions) Initial fair value (in millions) Allocated consideration based on relative fair value (in millions) Net allocated consideration based on relative fair value after transaction costs* (in millions) Liability related to future royalties and sales milestones, net (Blackstone Collaboration Agreement) $ 50.0 $ 49.6 $ 46.4 $ 45.9 ADSs, representing ordinary shares 100.0 100.0 93.6 91.6 Warrants — 10.7 10.0 9.9 Total $ 150.0 $ 160.3 $ 150.0 $ 147.4 * In addition, the total shared transaction costs of $1.7 million, relating to the Blackstone Agreement have been allocated to the three units of accounting on a relative fair value basis. The Company allocated the consideration and issuance costs on a relative fair value basis to the Collaboration Agreement, securities purchased and warrants issued to Blackstone which resulted in the Blackstone Collaboration Agreement being initially recognized at $46.4 million (relative fair value of $45.9 million, net of issuance costs). The two Blackstone Development Payments received during the year ended December 31, 2022 were allocated solely to the Blackstone Collaboration Agreement liability. Changes to the Blackstone Collaboration Agreement liability related to future royalties and sales milestones are as follows: Amount in thousands Balance at December 31, 2021 $ 47,016 Proceeds from Blackstone Development Payments received 70,000 Interest expense accrued on liability related to future royalties and sales milestones, net (included interest expense) 8,005 Cumulative catch-up adjustment (included in interest expense) 879 Balance at December 31, 2022 $ 125,900 Interest expense accrued on liability related to future royalties and sales milestones, net (included interest expense) 19,892 Cumulative catch-up adjustment (included in interest expense) 25,107 Balance at December 31, 2023 $ 170,899 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants On November 6, 2021, in connection with the Blackstone Agreement, pursuant to the Blackstone Warrant, the Company issued Blackstone a warrant to purchase up to 3,265,306 ADSs representing 3,265,306 of the Company's ordinary shares, at an exercise price of $7.35 per ADS. The Blackstone Warrant is exercisable in whole or in part until November 6, 2026. The Blackstone Warrant mechanism does not create any obligation to transfer cash to the investor but a fixed amount of ordinary shares upon exercise. Therefore, the Company has accounted for the Blackstone Warrant as equity-classified instruments (recognized within additional paid-in capital), per ASC 815-40. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability or whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. On November 6, 2021, the Blackstone Warrant had a relative fair value of approximately $10.0 million. As a result, the Company recorded a discount on the Blackstone Collaboration Agreement of $3.6 million during the year ended December 31, 2021. In addition, the Company also applied an offset to additional paid-in capital in an amount of $6.4 million related to the issuance of the Company’s ordinary shares arising from the Blackstone Securities Purchase Agreement. Refer to Note 13, “ Shareholders' equity ” . The fair value of each Blackstone Warrant issued was estimated on the date of issuance using the Black-Scholes option pricing model. The assumptions used in the Black Scholes option pricing model relating to the Blackstone Warrant issued in 2021 included the following: Expected volatility. The Company lacks company-specific historical and implied volatility information for our ADSs for expected terms greater than 3.5 years. Therefore, the Company uses a combination of the historical volatility of its ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded security price. ▪ Expected term . The expected term of the Company’s warrants has been determined utilizing the contractual term of the warrants. ▪ Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of granting of the warrant for time periods that are approximately equal to the expected term of the award. ▪ Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. ▪ Fair value of ordinary shares. The fair value of each ordinary share was based on the closing price of the Company's publicly traded ADSs as reported on date of issuance. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants issued to Blackstone as at November 6, 2021 were as follows: Expected warrant life (years) 5 Risk-free interest rate 1.04% Expected volatility 80.23% Expected dividend yield 0% The Company determined the initial fair value of Blackstone Warrant using the Black-Scholes option pricing model to be $10.7 million. |
Shareholders_ equity
Shareholders’ equity | 12 Months Ended |
Dec. 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 board of directors and declared by the shareholders. As of December 31, 2023, the Company has not declared any dividends. The Company has obtained shareholder approval to allot additional ordinary shares for a period of five years from June 2022 (being the date on which the Company's shareholders, at the Company's Annual General Meeting of Shareholders, approved an ordinary resolution containing the relevant authorization), up to a maximum nominal amount of $8,400, which authorization will need to be renewed upon expiration ( i.e. , at least every five years) but may be sought more frequently for additional five-year terms (or any shorter period). As of December 31, 2023, the Company’s issued capital share consisted of i) 174,101,361 ordinary shares, with a nominal value of $0.000042 per share, (ii) 34,425 deferred shares, with a nominal value of £0.00001 per share, (iii) 88,893,548 B deferred shares, with a nominal value of £0.00099 per share and (iv) one C deferred share, with a nominal value of £0.000008. Each issued share has been fully paid. Initial Public Offering and Impact of Corporate Reorganization On June 18, 2018, Autolus Therapeutics Limited re-registered as a public limited company and its name was changed from Autolus Therapeutics Limited to Autolus Therapeutics plc. On June 26, 2018, the Company closed its IPO. Upon the closing of the IPO, each separate class of ordinary shares of Autolus Therapeutics plc was converted into a single class of ordinary shares of Autolus Therapeutics plc as described further below. Prior to the Company’s June 2018 reorganization and IPO, the Company had issued series A preferred shares, ordinary B shares, and ordinary C shares to fund its operations and upon the completion of the IPO, the different classes of shares were converted into a single class of ordinary shares on a 3.185-for-1 basis and created various classes of deferred shares. The following deferred share classes were created: Deferred Shares - The 34,425 deferred shares, aggregate nominal value less than $1.00, existed in Autolus Limited and were re-created in Autolus Therapeutics plc as part of the share exchange to place Autolus Therapeutics as the ultimate parent entity. The Company was required to replicate the shares to ensure the existing share has the correct nominal value to ensure stamp duty mirroring relief is available on the subsequent share for share exchange. These deferred shares have no voting rights. Deferred B Shares - The deferred shares were the product of the reorganization of the series A preferred shares and ordinary B shares into ordinary shares. The nominal residual value was utilized by management as the required £50,000 of share capital to re-register Autolus Therapeutics Limited as Autolus Therapeutics plc. The resulting 88,893,548 deferred shares, aggregate nominal value of $118,000, is presented as a separate class of equity on the balance sheet and statement of shareholder’s equity. These deferred B shares have no voting rights. Deferred C Share - The deferred share, nominal value less than $1.00, was created when the shares in the Company were redenominated from pounds sterling to U.S. Dollars as part of the capital reduction to deal with rounding issues that would otherwise have unbalanced the company’s nominal share capital. This deferred C share has no voting rights. February 2021 Public Offering On February 12, 2021, the Company completed an underwritten public offering of 14,285,715 ADSs representing 14,285,715 ordinary shares at a public offering price of $7.00 per ADS. In addition, the underwriters exercised their right to purchase an additional 2,142,857 ADSs representing 2,142,857 ordinary shares, at a public offering price of $7.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $106.9 million. Blackstone Securities Purchase Agreement On November 6, 2021, pursuant to the Securities Purchase Agreement (the “Blackstone Securities Purchase Agreement”), the Company sold 17,985,611 ADSs, representing 17,985,611 ordinary shares, at a private placement price of $5.56 per ADS to Blackstone, resulting in gross proceeds of $100 million. Aggregate net proceeds to the Company after offering expenses, were $98.0 million. Net allocated consideration based on relative fair value after deducting direct and allocated shared transaction costs relating to the issuance of ADSs, were $91.6 million. For further details of the Blackstone Agreements, see Note 11, “Liability related to future royalties and sales milestones, net” and Note 12, “Warrants”. 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. February 2024 Private Placement with BioNTech SE and Underwritten Offering Refer to Note 24, “ Subsequent events ” for further information. Open Market Sale Agreement In September 2020, the Company entered into an Open Market Sale Agreement, or the “Sales Agreement”, with Jefferies LLC, or Jefferies, under which the Company could, at its option, offer and sell ADSs having an aggregate offering price of up to $100.0 million from time to time through Jefferies, acting as sales agent. Any such sales made through Jefferies could be made by any method that is deemed an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act, or in other transactions pursuant to an effective shelf registration statement on Form F-3. The Company agreed to pay Jefferies a commission of 3.0% of the gross proceeds of any sales of ADSs sold pursuant to the Sales Agreement. During the year ended December 31, 2021, the Company issued an aggregate of 3,787,972 ADSs under the Sales Agreement for net proceeds, after underwriting discounts and offering expenses, of $29.6 million. There were no similar sales in 2022 and 2023. The Sales Agreement expired in September 2023. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | Share-based Compensation In February 2017, the Board adopted the 2017 Share Option Plan, or the 2017 Plan. The 2017 Plan was set to expire on February 21, 2027. The 2017 Plan provided for the grant of potentially tax-favored Enterprise Management Incentives, or EMI, options to the Company's UK employees and for the grant of options to its U.S. employees. In June 2018, as part of the Company's reorganization and IPO, the Company’s board of directors and shareholders approved the 2018 Equity Incentive Plan, or the 2018 Plan. The initial maximum number of ordinary shares that may be issued under the 2018 Plan was 3,281,622. This number consists of 3,025,548 new ordinary shares and 256,074 ordinary shares that would have otherwise remained available for future grants under the 2017 Plan. The number of ordinary shares reserved for issuance under the 2018 Plan will automatically increase on October 1st of each year, for a period of not more than ten years, commencing on October 1, 2018 and ending on (and including) October 1, 2027, by an amount equal to the lesser of (i) 4% of the total number of ordinary shares outstanding on September 30th of the same calendar year or (ii) such fewer number of ordinary shares as the board of directors may designate prior to the applicable October 1st date. The updated maximum number of ordinary shares that may be issued under the 2018 Plan is 22,298,243 as of December 31, 2023 . The total shares issued under the 2018 Plan may be authorized but unissued shares, shares purchased on the open market, treasury shares or ADSs. Share options granted under the 2018 Plan and 2017 Plan, as well as restricted shares granted as employee incentives, typically vest over a four-year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three-years, unless the award contains specific performance vesting provisions. Share options granted under the 2018 Plan and 2017 Plan generally expire ten years from the date of grant. For certain senior members of management and directors, the board of directors has approved an alternative vesting schedule. Share Option Valuation The assumptions (see Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, 2023 2022 2021 Expected option life (years) 5.19 to 6.08 5.27 to 6.08 5.27 to 6.08 Risk-free interest rate 3.37% to 4.86% 2.20% to 4.23% 0.62% to 1.34% Expected volatility 83.25% to 85.51% 78.73% to 84.79% 80.05% to 82.03% Expected dividend yield 0% 0% 0% Share Options The table below summarizes Company's share option activity during the year ended December 31, 2023. Number of Weighted- Weighted- Aggregate Intrinsic Value (1) (in thousands) Outstanding as of December 31, 2022 10,310,800 $ 8.90 8.18 $ 96 Granted 8,783,330 2.29 — 36,412 Exercised (10,107) 2.69 — 11 Forfeited (487,607) 4.10 — 1,203 Expired (640,031) 13.60 — 90 Outstanding as of December 31, 2023 17,956,385 $ 5.64 8.35 $ 48,968 Exercisable as of December 31, 2023 6,318,107 $ 10.48 6.95 $ 7,601 Vested and expected to vest as of December 31, 2023 17,956,385 $ 5.64 8.35 $ 48,968 (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those options in the money as of December 31, 2023 The total intrinsic value of options exercised was $0.01 million, $0.4 million, and $1.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s underlying ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s underlying ordinary shares. The total fair value of share options vested (including performance-based share options) amounted to $11.4 million, $11.1 million, and $13.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. The weighted average grant-date fair value of share options granted was $1.69, $2.24 and $4.91 per option for the years ended December 31, 2023, 2022 and 2021 respectively. As of December 31, 2023, the total unrecognized compensation expense related to unvested share options without performance conditions was $12.8 million, which the Company expects to recognize over a weighted average vesting period of 3.25 years. Performance based share options During the year ended December 31, 2021, the Company granted 1,602,500 share options with performance conditions related to specified regulatory milestones, of which 222,500 share options with performance conditions were forfeited. During the year ended December 31, 2021, 80,000 of these share options were modified to remove the performance conditions, thereby accelerating the vesting. During the year ended December 31, 2022, the Company did not grant any share options with performance conditions. However, during the year ended December 31, 2022, 222,500 share options with performance conditions were forfeited. In addition, 120,000 performance-based share options were modified during the year ended December 31, 2022 to remove the performance conditions, thereby accelerating the vesting and resulting in associated share-based compensation expen se of $0.3 million. During the year ended December 31, 2023, the Company granted 107,600 share options with a specified regulatory performance condition. No performance-based share options were forfeited during the year ended December 31, 2023. In addition, during the year ended December 31, 2023, 478,750 performance-based share options vested upon the achievement of the relevant regulatory milestone. As of December 31, 2023, 2022 and 2021, a performance condition related to these performance-based share options was deemed probable. As a result, $1.0 million, $1.1 million and $1.4 million share-based compensation expense was recognized for the years ended December 31, 2023, 2022 and 2021, respectively. As at December 31, 2023, the total unrecognized share-based compensation expense related to unvested share options with performance conditions was $3.1 million, which the Company expects to recognize over a weighted average vesting period of 2.33 years. Restricted Stock Units An RSU award represents the right to receive one of the Company’s ADSs upon vesting of the RSU. The fair value of each RSU award is based on the closing price of the Company’s ADSs on the date of grant. Prior to 2021, the Company historically granted RSU awards with service conditions that vest over a three-year service period with 50% of the award vesting one-and-half years from grant date and the remaining 50% of the award vesting at the end of the third year. In January 2021, the Company awarded RSU awards that contained a performance condition based on a condition related to a specified clinical milestone. These performance-based RSU awards vest upon achievement of the related performance condition. In March 2021, the Company awarded RSU awards with service conditions that vest over a four-year service period with 25% on the first anniversary of the grant date, and the balance vesting quarterly over the remaining three-years. In July 2021, the Company awarded RSU awards with service conditions that vest over a two-year period, with 100% of the award vesting on the second anniversary of the grant date. In 2022, RSUs awarded during the year typically vest over a four-year service period, with 25% of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years. However, in September 2022, the Company awarded RSU awards with service conditions that vest over an 11-month period, with 50% of the award vesting eight months from grant date and the remaining 50% of the award vesting at the end of the eleventh month. In addition, in December 2022, the Company awarded RSU awards with service conditions that vest over a 15 month period, with 50% of the award vesting twelve months from grant date and the remaining 50% of the award vesting at the end of the fifteenth month. In July 2023, the Company granted 90,000 RSU awards with a performance condition related to a specified regulatory milestone. These performance-based RSU awards vest upon achievement of the related performance condition. The following is a summary of the Company's RSU activity for the 2018 Plan for the year ended December 31, 2023: Number of Weighted average Unvested and outstanding at December 31, 2022 403,331 $ 3.50 Granted 90,000 2.54 Vested (351,427) 3.34 Forfeited (25,468) 2.65 Unvested and outstanding at December 31, 2023 116,436 $ 3.43 As of December 31, 2023, there was $0.1 million of unrecognized share-based compensation expense related to unvested RSUs without performance conditions, which are expected to be recognized over a weighted average period of 1.69 years. The total fair value of share RSU awards vested (including performance-based RSU awards) amounted to $1.3 million, $1.5 million, and $1.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Performance-based RSU awards During the year ended December 31, 2021, the Company awarded an aggregate of 1,020,000 RSU awards with a performance condition related to a specified clinical milestone. As of December 31, 2021, the related clinical milestone performance condition was determined to be probable and accordingly, $4.4 million of share-based compensation expense was recognized. During the year ended December 31, 2022, 617,500 of these RSU award s vested due to the achievement of a specified clinical milestone resulting in the recognition of $1.2 million of share-based compensation expense. A further 60,000 of these RSU award s were modified during the year ended December 31, 2022 by removing the performance condition, thereby accelerating the vesting and resulting in related share-based compensation expense of $0.2 million. An aggregate of 152,500 and 222,500 performance based RSU awards with performance conditions were forfeited during the year ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2023, the Company granted 90,000 RSU awards with performance condition related to a specified regulatory milestone. These performance-based RSU awards also vested during the year upon the achievement of the relevant regulatory milestone. This resulted in the recognition $0.2 million share-based compensation expense during the year ended December 31, 2023. As of December 31, 2023 there was no unrecognized share-based compensation expense relating to performance based RSU awards. During the year ended December 31, 2023, 57,624 RSU awards vested but were not issued as of December 31, 2023, and as such are not included in the Company's outstanding shares at December 31, 2023. 57,524 of these RSU awards were issued in February 2024. Share-based compensation expense Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Research and development $ 6,732 $ 7,171 $ 5,241 General and administrative 4,472 4,849 4,696 Capitalized to intangible assets, net / property and equipment 46 (6) — Total share-based compensation expense $ 11,250 $ 12,014 $ 9,937 |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 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): Year Ended December 31, 2023 2022 2021 Numerator Net loss $ (208,383) $ (148,839) $ (142,096) Net loss attributable to ordinary shareholders - basic and diluted $ (208,383) $ (148,839) $ (142,096) Denominator Weighted-average number of ordinary shares used in net loss per share - basic and diluted 173,941,926 94,993,400 72,084,078 Net loss per share - basic and diluted $ (1.20) $ (1.57) $ (1.97) For all periods presented, outstanding but unvested restricted shares, unvested RSUs, share options and warrants 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 are 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: December 31, 2023 2022 2021 Unvested RSUs 116,436 403,331 1,089,650 Share options 17,956,385 10,310,800 7,772,455 Warrants 3,265,306 3,265,306 3,265,306 Total 21,338,127 13,979,437 12,127,411 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
License Agreements [Abstract] | |
License Agreements | License Agreements University College London Business Ltd. (UCLB) License In September 2014, the Company entered into an exclusive license agreement (the “License”) with UCL Business Ltd. (“UCLB”), the technology transfer company of University College London (“UCL”), to obtain licenses to certain technology rights in the field of cancer therapy and diagnosis. In March 2016, the License was amended to include additional rights. As part of the consideration for the License in September 2014, the Company issued 1,497,643 ordinary shares to UCLB. The Company paid upfront fees of £0.3 million and issued an additional 313,971 ordinary shares to UCLB when the License was amended in March 2016. In March 2018, the License was further amended and restated to include a license to the Company's product candidate, obe-cel, for which UCL is conducting Phase 1 clinical trials in pediatric and adult ALL patients. The Company paid an upfront fee of £1.5 million for consideration for the amended and restated License and paid the additional £0.35 million in connection with UCLB's transfer of clinical data to the Company in December 2020. No equity was issued as part of the upfront fee consideration. In October 2020, the License was further amended and restated to reflect the Company's election to have various patent rights assigned to the Company, and to include a license to new technology and further licenses to obe-cel for which UCL is conducting Phase 1 clinical trials in primary CNS Lymphoma patients. Additionally, the Company may be obligated to make payments to UCLB under the amended and restated License upon the initiation of certain clinical activities in an aggregate amount of £0.18 million, the receipt of specified regulatory approvals in an aggregate amount of £37.5 million, the start of commercialization in an aggregate amount of £18.0 million, and the achievement of net sales levels in an aggregate amount of £51.0 million, as well as royalty payments based on possible future sales resulting from the utilization of the licensed technologies. On a per-product basis, these milestone payments range from £1.0 million to £18.5 million, depending on which T cell programming modules are used in the product achieving the milestone. The Company considers the regulatory approval and commercial milestones probable when actually achieved. Under the terms of the license, the Company has the right to grant sub-licenses to third parties, subject to certain restrictions. If the Company receives any income in connection with such sublicenses, it must pay UCLB a percentage of the income allocable to the value of the sublicensed intellectual property rights ranging from the low twenties to mid-single digits percent, decreasing based on the development expenses incurred by us and the passage of time. During the year ended December 31, 2023, $0.2 million was payable to UCLB by the Company relating to the income allocable to the value of the sublicensed intellectual property rights. UCLB has retained the right to use the licensed T cell programming modules for academic research purposes at UCL and with other academic institutions, subject to certain restrictions. Upon commercialization of any of the Company’s products that use the in-licensed patent rights, the Company will be obligated to pay UCLB a flat royalty for each licensed product ranging from the low- to mid-single digits, depending on which technologies are deployed in the licensed product, based on worldwide annual net sales of each licensed product, subject to certain reductions, including for the market entry of competing products and for loss of patent coverage of licensed products. The Company may deduct from the royalties payable to UCLB one-half of any payments made to a third party to obtain a license to such third party’s intellectual property that is necessary to exploit any licensed products. Once net sales of a licensed product have reached a certain specified threshold, the Company may exercise an option to buy out UCLB’s rights to the remaining milestone payments, royalty payments, and sublicensing revenue payments for such licensed product, on terms to be negotiated at the time. The License expires on a product-by-product and country-by-country basis upon the expiration of the royalty term with respect to each product in each country. The Company may unilaterally terminate the license agreement for any reason upon advance notice to UCLB. Either party may terminate the License for the uncured material breach by the other party or for the insolvency of the other party. If UCLB terminates the License following the Company’s insolvency or the Company’s material breach of the License, or if the Company terminates the License unilaterally, all rights and licenses granted to the Company will terminate, and all patent rights and know-how transferred to the Company pursuant to the License will revert back to UCLB, unless and to the extent the Company has exercised its option to acquire ownership of the licensed patent rights. In addition, UCLB has the right to negotiate with the Company for the grant of an exclusive license to the Company’s improvements to the T cell programming modules the Company has licensed on terms to be agreed upon at the time. Noile-Immune Biotech Inc. 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 PRIME technology is designed to improve proliferation and trafficking into solid tumors of both engineered CAR T cells as well as the patient’s own T cells. The Company paid an upfront fee and may be obligated to make additional payments to Noile upon the achievement of development milestones and receipt of regulatory approvals, product sales milestones, as well as royalty payments based on possible future sales resulting from the utilization of the licensed technology. Miltenyi Biotech B.V. & Co. KG |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income tax benefit (expense) is as follows (in thousands): Year Ended December 31, 2023 2022 (As Restated) 2021 (As Restated) UK $ (209,766) $ (149,455) $ (142,736) U.S. 1,082 722 664 Switzerland and Germany 282 166 34 Net loss before income taxes $ (208,402) $ (148,567) $ (142,038) The components of income tax benefit (expense) are as follows (in thousands): Year Ended December 31, 2023 2022 (As Restated) 2021 (As Restated) U.S. Federal $ (859) $ (440) $ (148) State and local (5) (19) (19) UK — — — Switzerland and Germany (104) (26) (1) Total current tax benefit (expense) (968) (485) (168) U.S. Federal 1,002 218 162 State and local (15) (5) (52) UK — — — Switzerland and Germany — — — Total deferred tax benefit (expense) 987 213 110 Total income tax benefit (expense) $ 19 $ (272) $ (58) The Company recorded an income tax benefit (expense) of $19.5 thousand, $0.3 million and $0.1 million, for the years ended December 31, 2023, 2022 and 2021, respectively. A reconciliation of income tax benefit at the U.K statutory corporate income tax rate to the income tax benefit is as follows (in thousands): Year Ended December 31, 2023 2022 (As Restated) 2021 (As Restated) Net loss before taxes $ (208,402) $ (148,567) $ (142,038) UK statutory tax rate 23.5% 19.0% 19.0% Income tax benefit at UK statutory tax rate (48,974) (28,228) (26,987) Tax-exempt reimbursable tax credits included within research and development expense (4,589) (4,681) (4,595) Non-deductible expenses 31,268 16,900 13,984 Adjustments in respect of prior years 96 10 167 Valuation allowance changes affecting the provision for income taxes 21,245 15,670 15,745 Other, net 961 583 1,727 Foreign rate differential (26) 18 17 Total income tax benefit (expense) $ (19) $ 272 $ 58 Current income tax benefit 968 485 168 Deferred income tax benefit (987) (213) (110) Effective rate of income tax —% (0.2)% —% The Company is headquartered in the United Kingdom and has subsidiaries in the United Kingdom, the United States, Germany and Switzerland. The Company incurs tax losses in the United Kingdom. The UK corporate income tax rate for the year ended December 31, 2023 was 23.5%, and was 19% for the years ended December 31, 2022 and 2021, respectively. On April 1, 2023, the U.K government increased and enacted the corporate rate from 19% to 25%. The Company’s subsidiary in the United States has generated taxable profits due to a service agreement between the Company’s subsidiaries in the United States and the United Kingdom. The U.S. federal corporate income tax rate was 21% for the years ended December 31, 2023, 2022 and 2021, respectively. Deferred tax assets and liabilities consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred tax assets: Other differences $ 14,834 $ 13,576 Tax losses 104,534 80,203 Fixed assets 6,653 4,252 Total deferred tax assets 126,021 98,031 Valuation allowances (122,958) (95,955) Net deferred tax asset $ 3,063 $ 2,076 Deferred tax assets resulting from loss carryforwards, fixed assets and retirement benefits, with total deferred tax assets increasing by $1.0 million in 2023. The Company has recorded a valuation allowance against the net deferred tax asset where the recoverability due to future taxable profits is unknown. The $3.1 million deferred tax asset balance is related to the Company's U.S. subsidiary entity. At December 31, 2023, the Company had UK trading losses carryforward of $418.1 million. These losses are carried forward indefinitely under local law, but are subject to numerous utilization criteria and restrictions. As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company operates in multiple jurisdictions with complex tax and regulatory environment and its tax returns are periodically audited or subjected to review by tax authorities. The following table summarizes tax years that remain subject to examination by tax jurisdiction as of December 31, 2023: Jurisdiction Open Tax Years Based on Originally Filed Returns United Kingdom 2021 - 2022 United States 2020 - 2022 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases 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 had 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 different 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, which is included in Other income (expense), net on the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2023, related to the manufacturing suite terminated and exited on March 31, 2023. In addition, during the year ended December 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. As a result of the sublease termination, the Company recognized a $0.2 million gain in other (expense) income in March, 2020. The lease related to this facility is classified as an operating lease. The Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. 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. The Company has the option to terminate the lease in November 2026. In August 2021, MediaWorks became the Company's main corporate headquarters. 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. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. The lease agreement includes an option to lease additional space. The lease term is nine years and eleven months with an eighteen-month rent free period at the beginning of the lease term. In January 2019, the Company executed a lease agreement to lease additional office and manufacturing space in Rockville, Maryland. The lease agreement required the Company to enter into a lease provided that the landlord completed the required leasehold improvements described in the agreement. The lease commenced in August 2020 for a term through June 2036. In March 2021, the Company announced plans to move the site of its global manufacturing headquarters to the United Kingdom from the United States. As a part of this strategy, the Company entered into a termination agreement with the landlord of its Rockville, Maryland property to terminate the lease for office and manufacturing space. As a result, the Company recognized a $2.0 million termination fee gain from the landlord, a $2.3 million gain from the removal of the leased right of use asset and corresponding lease liability, and expensed $2.4 million of leasehold improvements for the year ended December 31, 2021 within Other income (expense), net. The $2.0 million termination fee was received from the landlord in April 2021. In February 2019, the Company agreed to enter into a fifteen-year lease for manufacturing space units located in Enfield, United Kingdom, provided that the landlord completed the required leasehold improvements described in the agreement. The Company executed these lease agreements for 3 manufacturing space units, each for fifteen-year lease terms upon such completion. The leases commenced in February 2019, with the 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. These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. The Company reduced the right-of-use asset and lease liability based on the contractual option termination date. The Company expensed $4.1 million of leasehold improvements from assets under construction as of December 31, 2019 as a result of discontinuing the fit-out of the manufacturing facility. In March 2021, one of the units was split in two separate units and the Company surrendered one of those units back to the landlord. Upon the surrender of the unit, 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 were written off during the year ended December 31, 2021. In October 2021, the Company subleased two of the three remaining units to third parties with lease terms ending in February 2029 and October 2026, respectively. Refer to “Sublease agreements” below for further details . The Company completed an asset impairment analysis of the right-of-use lease concluding the undiscounted cash flows exceeded the carrying value as of December 31, 2023. In September 2021, the Company entered into an arrangement for lease with the landlord, Forge Life Sciences Nominee, an affiliate of the Reef Group, for the design, construction and lease of a new 70,000 square foot commercial manufacturing facility in Stevenage, United Kingdom. Under this arrangement, the landlord leased the facility, which is called The Nucleus, to the Company on agreed terms, upon satisfaction of certain conditions and completion of construction. Since November 2022, the landlord has handed over various portions of the facility to the Company until July 31, 2023. The Company was required to pay a pro-rated license fee for each portion of the facility for which the Company was granted access until the execution of a lease agreement. The Company cumulatively contributed $7.5 million as part as of landlord works and tenant contributions towards the lease as of December 31, 2023 resulting in these payments being taken into account in the determination of the right of use asset for this facility. On July 31, 2023, the landlord and its contractors accepted practical completion of The Nucleus. On September 19, 2023, the Company entered into a 20-year lease agreement with the landlord for The Nucleus. The Company made fit-out costs in other areas of the building and may be required to be removed at the end of the lease term. As a result, as of December 31, 2023, the Company has recognized an estimated Asset Retirement Obligation (“ARO”) amounting to $0.2 million. The Company will continue to assess the ARO as more related assets are brought into use. In September 2021, the Company also entered into a lease agreement for 2,762 square feet of laboratory and office space in Gaithersburg, Maryland, with a term until March 2024. In September 2023, the Company extended the original lease term to March 2027. The following table shows the lease balance sheet classification of leases for the years ended December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Assets Operating lease right-of-use assets, net $ 60,791 $ 23,210 Liabilities Current Operating lease liabilities, current 5,053 5,038 Non-current Operating lease liabilities, non-current 47,914 19,218 Total lease liabilities $ 52,967 $ 24,256 The following table shows the lease costs for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year ended December 31, Lease costs Statement of Operations classification 2023 2022 2021 Operating lease costs Operating expenses: research and development $ 6,340 $ 3,733 $ 4,801 Variable costs Operating expenses: research and development 1,041 769 1,144 Short term lease costs Operating expenses: research and development 786 270 193 Operating lease costs Operating expenses: general and administrative 956 984 1,178 Variable costs Operating expenses: general and administrative 51 45 147 Short term lease costs Operating expenses: general and administrative 90 86 12 Total lease costs $ 9,264 $ 5,887 $ 7,475 Year ended December 31, Other information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases (in thousands) $ 10,407 $ 4,575 Weighted-average remaining lease term - operating leases (in years) 16 years 10.40 years Weighted-average discount rate - operating leases 7.44 % 6.77 % Future fixed payments for non-cancellable operating leases in effect as of December 31, 2023 are payable as follows: Operating Leases Maturity of lease liabilities for the years ending December 31, (in thousands) 2024 $ 7,937 2025 6,899 2026 6,667 2027 6,524 2028 5,803 Thereafter 57,038 Total lease payments 90,868 Less: imputed interest (37,901) Present value of lease liabilities $ 52,967 Sublease agreements In October 2021, the Company entered into separate two sublease agreements with two third parties for two manufacturing spaces in Enfield which is currently leased by the Company. The annual lease payments to be received for each of subleased units is £97,000 and £109,000, over lease terms from October 2021 to February 2029 and October 2026, respectively. In October 2021, the Company received $127,000 in rental deposits, arising from the sublease agreements which have been classified as restricted cash as of December 31, 2023 and 2022, respectively. Both sub-leases have been classified as operating leases. The Company recognized the sublease payments on a straight-line basis from the commencement of the sublease agreements. The following table shows the sub-lease rental income for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year ended December 31, Sublease rental income Statement of Operations classification 2023 2022 2021 Sublease rental income Other income (expense), net $ 241 $ 240 $ 49 Total sublease rental income $ 241 $ 240 $ 49 Future fixed receipts for non-cancellable operating subleases in effect as of December 31, 2023 are receivable as follows: Operating Leases (in thousands) 2024 $ 261 2025 261 2026 203 2027 123 2028 106 Total lease payments receivable $ 954 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies License Agreements The Company has entered into an exclusive license agreement, as amended, with U CLB (Refer to Note 16, “ License Agreements ” ). I n connection with the UCLB license agreement, the Company is required to make annual license payments and may be required to make payments upon the achievement of specified milestones. The Company has estimated the probability of the Company achieving each potential milestone in accordance with ASC 450, Contingencies . 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 sales 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 Leukaemia (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. During the year ended December 31, 2023, the Company recognized all contractual milestones relating to this contract which were deemed probable. In August 2022, the Company entered into an agreement with Evercore Partners International LLP (“Evercore”) to act as advisors for the Company. The Company is obligated to make specified payments to Evercore upon the achievement of certain strategic transactions involving the Company. The Company became obligated to make a single low- to mid-million dollar payment upon the completion of the BioNTech Collaboration Agreement. (Refer to Note 24 - “Subsequent events”), which will be paid in the first quarter of 2024. In September 2023, the Company entered into a non-exclusive sublicense agreement with Miltenyi Biotech B.V. & Co. KG (“Miltenyi”) under which the Company will have the right to develop, manufacture and use Miltenyi's or affiliates' sublicensed products. Under the agreement, the Company is obligated to make specified payments to Miltenyi upon the achievement of certain regulatory and clinical milestones. The Company recognized $0.4 million in aggregate relating to an upfront license payment and milestone payments that were deemed probable during the year ended December 31, 2023. In November 2023, the Company entered into an agreement with goetzpartners securities Limited (“goetzpartners”) to act as advisors for the Company. The Company is obligated to make specified payments to goetzpartners upon the achievement of certain strategic transactions involving the Company. The Company became obligated to make a single low to mid million dollar payment upon the completion of the BioNTech Collaboration Agreement (Refer to Note 24 - “Subsequent events”), which was paid in the first quarter of 2024. The Company has estimated the probability of the Company achieving each potential milestone in relation to the license agreements with UCLB, Noile, Miltenyi and agreements with Evercore and goetzpartners in accordance with ASC 450, Contingencies . The Company considers the regulatory approval, commercial milestones and execution of collaboration agreements probable when actually achieved. Furthermore, the Company considers clinical milestones recognizes clinical milestones when deemed probable. The Company concluded that, as of December 31, 2023, there were other no milestones for which the likelihood of achievement was currently probable. 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 December 31, 2023. Capital Commitments As of December 31, 2023, the Company’s unconditional purchase obligations for capital expenditure totaled $4.3 million and include signed orders for capital equipment and capital expenditure for construction and related expenditure relating to its properties in the United Kingdom and the United States, of which the Company expects to incur $0.4 million within one year, and $3.9 million within one to four years. Master Supply Commitments In March 2018, the Company entered into a long-term supply agreement with Miltenyi Biotec GmbH, or Miltenyi, for the supply of Miltenyi’s CliniMACS Prodigy instruments, reagents and disposables for the manufacture of the Company's programmed T cell therapies for preclinical and clinical use and, if approved, for commercial use, as well as support services. The supply agreement sets forth procedures to ensure continuity of supply to the Company of Miltenyi’s products, both during the clinical phase and any future commercial phase of our product candidates. After the initial ten-year term of the agreement, the Company has two separate options to renew the agreement, each for an additional five-year term. The Company has a three-month firm commitment to purchase to reagents and disposables pursuant to the agreement. As of December 31, 2023, the Company’s unconditional purchase obligations for reagents and disposables totaled $0.6 million, which the Company expects to incur within one year. Leases Lease payments under operating leases as of December 31, 2023 and information about the Company’s lease arrangements are disclosed in Note 18, “Leases”. Blackstone Strategic Collaboration and Financing Agreement Refer to Note 11, “Liability related to future royalties and sales milestone, net” for further details about the Blackstone Collaboration Agreement . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans In the United Kingdom and Switzerland, the Company makes contributions to defined contribution pension schemes on behalf of its employees. The Company expensed $2.0 million, $1.7 million and $1.6 million, in the years ended December 31, 2023, 2022 and 2021, respectively. In the United States, the Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches employee contributions up to five percent of the employee’s annual salary. The Company expensed $0.4 million, $0.3 million and $0.3 million in contributions in the years ended in the years ended December 31, 2023, 2022 and 2021, respectively. The Company pays all administrative fees related to the Plan. During January 2021 there was a restructuring program executed by the Company leading to a reduction in workforce and resulting in a corresponding severance charge of $1.2 million, which has been presented on a proportionate basis within research and development expenses and general and administration expenses. There have been no similar severance charges incurred during the year ended December 31, 2023 and 2022. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Operations by geographic area Revenue Revenue recognized by geographic area are disclosed in Note 4, “ Revenue ” . Major customers During the year ended December 31, 2023, 76% and 20% of the Company’s license revenues were generated from Cabaletta, and an investee of Syncona Portfolio Limited, respectively. Long-lived assets Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands): December 31, 2023 2022 United Kingdom $ 94,033 $ 56,379 United States of America 1,620 2,040 Total long-lived assets $ 95,653 $ 58,419 For the year ended December 31, 2023, the Company recognized an impairment of long-lived assets relating to the operating lease right-of-use assets and related property and equipment of $0.4 million related to a leased property in Stevenage, United Kingdom. There was no impairment recognized for the year ended December 31, 2022. |
Severance Plan
Severance Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Severance Plan | Employee Benefit Plans In the United Kingdom and Switzerland, the Company makes contributions to defined contribution pension schemes on behalf of its employees. The Company expensed $2.0 million, $1.7 million and $1.6 million, in the years ended December 31, 2023, 2022 and 2021, respectively. In the United States, the Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches employee contributions up to five percent of the employee’s annual salary. The Company expensed $0.4 million, $0.3 million and $0.3 million in contributions in the years ended in the years ended December 31, 2023, 2022 and 2021, respectively. The Company pays all administrative fees related to the Plan. During January 2021 there was a restructuring program executed by the Company leading to a reduction in workforce and resulting in a corresponding severance charge of $1.2 million, which has been presented on a proportionate basis within research and development expenses and general and administration expenses. There have been no similar severance charges incurred during the year ended December 31, 2023 and 2022. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related Party Transactions Blackstone On November 6, 2021, the Company concurrently entered into the Blackstone Agreements. Refer to Note 11, “Liability relating to future royalties and sales milestones, net”, Note 12, “Warrants” and Note 13, "Shareholders Equity”. Subsequent to the execution of the Blackstone Agreements, Blackstone became a related party as 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 the right to nominate one director to the board of directors of the Company; William Young was appointed to the Company's board of directors as Blackstone’s designee pursuant to this right. As of December 31, 2023, the carrying amount of the Blackstone Collaboration Agreement liability was $170.9 million, which included accrued interest expense and cumulative catch-up adjustment , of $45.0 million, $8.9 million and $1.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. Refer to Note 11, “Liability related to sales of future royalties and sales milestone, net” for further details. Syncona Portfolio Limited Syncona Portfolio Limited is a related party 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, a member of the Company's board of directors was the chair of the ultimate parent company of Syncona Portfolio Limited until November 2023. In the Company's February 2021 public offering, Syncona Portfolio Limited purchased 3,571,428 ADSs, representing 3,571,428 ordinary shares. This purchase was made through the underwriters at the public offering price. December 2022 public offering 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 10% of the Company's share capital. (2) In connection with this transaction, Deep Track Capital, LP became a holder of more than 5% of the Company's share capital. (3) In connection with this transaction, Qatar Investment Authority became a holder of more than 5% of the Company's share capital. (4) In connection with this transaction, Armistice Capital, LLC became a holder of more than 5% of the Company's share capital. (5) Entities affiliated with Blackstone collectively hold more than 10% of the Company's share capital. Investee of Syncona Portfolio Limited The Company entered into a collaboration agreement in 2020 with an investee of Syncona Portfolio Limited, a holder of more than 10% of the Company's share capital. The terms of the agreement include a non-refundable license fee, payments based upon achievement of clinical development and regulatory objectives, and royalties on product sales. During the year ended December 31, 2023 , Company received variable consideration arising from the achievement of a development milestone amounting to $0.4 million. Consequently, the Company recognized license revenue of $0.4 million. The Company did not recognize any license revenue for the year ended December 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through March 21, 2024, the date on which these consolidated financial statements were is sued. On February 6, 2024 (the “Execution Date”), the Company, through its wholly owned subsidiaries, Autolus Limited and Autolus Holdings (UK) Limited entered into a License and Option Agreement (the “License Agreement”) with BioNTech SE (“BioNTech”) pursuant to which the Company granted to BioNTech an exclusive, worldwide, sublicensable license (the “License”) to certain binders and to exploit products that express in vivo such binders (collectively, the “Binder Licensed Products”). In addition to the License, under the License Agreement the Company has granted to BioNTech several time-limited options (the “Options”) to acquire additional rights to specified clinical-stage product candidates, binders and technologies of the Company, described in more detail below. In the event that all Options are fully exercised, the Company would be eligible to receive maximum aggregate payments of up to $582.0 million pursuant to the License Agreement. This maximum amount includes upfront payments, the potential milestone payments for the Binder Licensed Products described below, all option exercise fees and potential milestone payments for licenses to optioned products and technologies, and additional payments that BioNTech may pay to the Company for an increased revenue interest with respect to the Company’s product candidate obe-cel as described below. License and Options In consideration for the License and the Options, BioNTech made an initial payment to the Company of $10.0 million. The Company is eligible to receive milestone payments of up to $32 million in the aggregate upon the achievement of specified clinical development and regulatory milestones for each Binder Licensed Product that achieves such milestones. The Company is also eligible to receive a low single-digit royalty on net sales of Binder Licensed Products, subject to customary reductions, which reductions are subject to specified limits. The royalty will be increased if BioNTech, its affiliates or sublicensees commercialize a Binder Licensed Product in an indication and country in which the Company or its affiliates or licensees also commercializes a product containing the same binders. Under the License Agreement, BioNTech is solely responsible for, and has sole decision-making authority with respect to, at its own expense, the exploitation of Binder Licensed Products. Under the terms of the License Agreement, the Company has agreed to grant BioNTech the following time-limited Options: • an option to obtain exclusive rights to co-fund development costs of the Company’s development-stage programs AUTO1/22 and AUTO6NG, in return for agreed upon economic terms, including an option exercise fee, milestone payments and a profit-sharing arrangement for each such product candidate, with additional options to co-promote or co-commercialize such product candidate; • an option to obtain an exclusive worldwide license to exploit products that express certain additional binders in vivo or, with respect to certain binders, in an antibody drug conjugate (the “Binder Option”); • an option to obtain a co-exclusive worldwide license to exploit products that express in vivo the Company’s modules for activity enhancement, with a non-exclusive right, in certain agreed instances, to exploit products that include Company’s modules for activity enhancement but do not express in vivo such modules (the “Activity Enhancement Option”); and • an option to obtain a non-exclusive worldwide license to exploit products that contain the Company’s safety switches (the “Safety Switch Option” and, together with the Binder Option and the Activity Enhancement Option, the “Technology Options”). The option exercise fee for each Technology Option is a low seven-digit amount. Each of the Activity Enhancement Option and the Safety Switch Option must be exercised with respect to a given biological target or combination of targets. There is a cap on the total option exercise fee if multiple options are exercised with respect to a given target. There is also a cap on milestone payments across all agreements entered into as the result of BioNTech exercising one or more of the Technology Options and a cap on the royalty rate payable on any given product for which multiple Options are exercised. Obe-cel Product Revenue Interest Under the License Agreement, BioNTech has also agreed to financially support the expansion of the clinical development program for, and planned commercialization of obe-cel. In exchange for the grant of rights to future revenues from the sales of obe-cel products, BioNTech made an upfront payment to the Company of $40 million. The Company will pay BioNTech a low single-digit percentage of annual net sales of obe-cel products, which may be increased up to a mid-single digit percentage in exchange for milestone payments of up to $100 million in the aggregate on achievement of certain regulatory events for specific new indications upon BioNTech's election. Manufacturing and Commercial Agreement Under the terms of the BioNTech License Agreement, the Company has agreed to grant BioNTech the option to negotiate a joint manufacturing and commercial services agreement pursuant to which the parties may access and leverage each other’s manufacturing and commercial capabilities, in addition to Autolus’ commercial site network and infrastructure, with respect to certain of each parties’ CAR T products, including BioNTech’s product candidate BNT211 (the “Manufacturing and Commercial Agreement”). The Manufacturing and Commercial Agreement, if entered into, would also grant BioNTech access to the Company’s commercial site network and infrastructure. Securities Purchase Agreement, Registration Rights Agreement and Letter Agreement Concurrently with the execution of the BioNTech License Agreement, the Company and BioNTech entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold to BioNTech American Depositary Shares (“ADSs”), each representing one ordinary share, with a nominal value of $0.000042 per share, of the Company (the “Ordinary Shares”) in a private placement transaction (the “Private Placement”). On February 13, 2024, the Company completed the Private Placement of 33,333,333 ADSs representing 33,333,333 ordinary shares at an offering price of $6.00 per ADS. Aggregate gross proceeds to the Company, before underwriting discounts and offering expenses, were $200.0 million . In the event that BioNTech and the Company enter into a Manufacturing and Commercial Agreement (as defined above) within 18 months of the Initial Closing, BioNTech will purchase additional ADSs (the “Subsequent ADSs” and, together with the Initial ADSs, the “Private Placement ADSs”), not to exceed 15,000,000 ADSs, for an aggregate purchase price of up to $20 million. The total number of Subsequent ADSs that may be issued is subject to additional limitations and restrictions. The Purchase Agreement contains customary representations, warranties, and covenants of each of the Company and BioNTech. Concurrently with entry into the Purchase Agreement, the Company and BioNTech entered into a letter agreement (the “Letter Agreement”) providing BioNTech with certain additional rights and subjecting BioNTech’s investment in the Company to certain restrictions. Pursuant to the Letter Agreement, BioNTech received the right to nominate a director to the Company’s board of directors. If BioNTech acquires beneficial ownership of at least 30% of the issued and outstanding Ordinary Shares of the Company within five years of the Execution Date, BioNTech will have the right to designate an additional director who shall be independent. BioNTech’s director nomination rights under the Letter Agreement shall automatically terminate upon BioNTech’s ownership of Ordinary Shares dropping below certain specified percentages. Additionally, pursuant to the Letter Agreement, BioNTech has the right to purchase equity securities sold by the Company in bona fide financing transactions in amounts that are based on BioNTech maintaining specified ownership thresholds following such financing transactions. Pursuant to the Letter Agreement, subject to specified exceptions, BioNTech may not sell the Private Placement ADSs without the Company’s approval for a period of six months following the applicable closing date for such ADSs. The Letter Agreement terminates upon the earlier of (a) the later of (i) three years from the Execution Date and (ii) such time as no securities of the Company are held by BioNTech or its affiliates and (b) the consummation of a change of control transaction involving the Company. The Company and BioNTech also entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to file a registration statement with the SEC to register the resale of the Private Placement ADSs. The foregoing descriptions of the License Agreement, the Purchase Agreement, the Registration Rights Agreement and the Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. February 2024 Underwritten Offering On February 12, 2024, the Company completed an underwritten offering of 58,333,336 ADSs representing 58,333,336 ordinary shares at an offering price of $6.00 per ADS. Aggregate gross proceeds to the Company, before underwriting discounts and offering expenses, were $350.0 million . |
Restatement of previous-issued
Restatement of previous-issued quarterly condensed consolidated financial statements (unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of previous-issued quarterly condensed consolidated financial statements (unaudited) | Restatement of previously issued consolidated financial statements In connection with the preparation of the Company's consolidated financial statements as of and for the year ended December 31, 2023, the Company discovered that in prior years it incorrectly accounted and presented its U.K SME tax credit in accordance with ASC 740 - Income taxes . The error resulted in an overstatement of both income tax benefit and research and development expense, and therefore total operating expenses, of $24.6 million and $24.0 million for the years ended December 31, 2022 and 2021, respectively. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “ Materiality ”, and SAB No. 108, “ Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ”, the Company evaluated these errors as material to its previously issued consolidated financial statements. As a result, the Company has restated its Consolidated Statement of Operations and Comprehensive Loss. There is no effect on the Company's Consolidated Balance Sheet, Consolidated Statements of Shareholders' Equity, or Consolidated Statements of Cash Flows as of and for the years ended December 31, 2022 or 2021. Furthermore, the error had no effect on the Company's net loss attributable to ordinary shareholders or basic diluted net loss per ordinary share. The following table presents the effect of the restatement adjustments on the Company’s Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year ended December 31, 2022 As previously Reported Restatement adjustments As Restated Research and development expenses $ (141,992) $ 24,638 $ (117,354) Total operating expenses, net (168,046) 24,638 (143,408) Income tax benefit (expense) 24,366 (24,638) (272) Basic and diluted net loss per ordinary share $ (1.57) $ — $ (1.57) Year ended December 31, 2021 As previously Reported Restatement adjustments As Restated Research and development expenses $ (134,789) $ 23,950 $ (110,839) Total operating expenses, net (165,000) $ 23,950 $ (141,050) Income tax benefit (expense) 23,892 (23,950) $ (58) Basic and diluted net loss per ordinary share $ (1.97) $ — $ (1.97) The Company has also restated its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the quarterly periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023. The unaudited Condensed Consolidated Statement Balance Sheet, Condensed Consolidated Statement of Changes in Equity and Condensed Consolidated Statement of Cash Flows for the periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 were not affected by the misstatement. Furthermore, the error had no effect on the Company's unaudited net loss attributable to ordinary shareholders or basic or diluted net loss per ordinary share for each of the above mentioned quarterly periods. Refer to Note 25, “Restatement of previously issued quarterly condensed consolidated financial statements (unaudited)” for further details. The Company has restated its unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the quarterly periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023. The unaudited Condensed Consolidated Statement Balance Sheet, Condensed Consolidated Statement of Changes in Equity and Condensed Consolidated Statement of Cash Flows for the periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 were not affected by the restatement. Furthermore, the error had no effect on the Company's unaudited net loss to ordinary shareholders or basic or diluted net loss per ordinary share for any of the above mentioned quarterly periods. Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) March 31 2023 2022 Assets Current assets: Cash and cash equivalents $ 343,027 $ 268,558 Restricted cash 328 334 Prepaid expenses and other current assets 50,530 40,571 Total current assets 393,885 309,463 Non-current assets: Property and equipment, net 34,667 31,017 Prepaid expenses and other non-current assets 465 2,119 Operating lease right-of-use assets, net 26,861 17,366 Long-term deposits 1,821 1,983 Deferred tax asset 2,272 2,000 Intangible assets, net — 46 Total assets $ 459,971 $ 363,994 Liabilities and shareholders' equity Current liabilities: Accounts payable 353 153 Accrued expenses and other liabilities 34,463 24,513 Operating lease liabilities, current 4,821 4,174 Total current liabilities 39,637 28,840 Non-current liabilities: Operating lease liabilities, non-current 22,495 15,081 Liability related to future royalties and sales milestones, net 130,805 48,806 Other long-term payables 114 124 Total liabilities 193,051 92,851 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 and 200,000,000 shares authorized at March 31, 2023 and 2022, 173,074,510 and 90,907,941 shares issued and outstanding at March 31, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at March 31, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at March 31, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at March 31, 2023 and 2022 — — Additional paid-in capital 1,010,041 845,448 Accumulated other comprehensive loss (33,257) (16,025) Accumulated deficit (709,990) (558,402) Total shareholders' equity 266,920 271,143 Total liabilities and shareholders' equity $ 459,971 $ 363,994 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) June 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 307,500 $ 216,437 Restricted cash 332 325 Prepaid expenses and other current assets 47,533 42,198 Total current assets 355,365 258,960 Non-current assets: Property and equipment, net 36,857 33,794 Prepaid expenses and other non-current assets 295 1,888 Operating lease right-of-use assets, net 54,251 15,230 Long-term deposits 1,864 1,835 Deferred tax asset 2,360 2,244 Intangible assets, net — 25 Total assets $ 450,992 $ 313,976 Liabilities and shareholders' equity Current liabilities: Accounts payable 3,878 162 Accrued expenses and other liabilities 30,954 31,360 Operating lease liabilities, current 6,231 3,995 Total current liabilities 41,063 35,517 Non-current liabilities: Operating lease liabilities, non-current 44,707 13,208 Liability related to future royalties and sales milestones, net 135,764 50,615 Other long-term payables 122 115 Total liabilities 221,656 99,455 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at June 30, 2023 and 2022, 173,680,872 and 90,909,783 shares issued and outstanding at June 30, 202 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at June 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at June 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at June 30, 2023 and 2022 — — Additional paid-in capital 1,012,709 848,370 Accumulated other comprehensive loss (27,957) (33,510) Accumulated deficit (755,542) (600,461) Total shareholders' equity 229,336 214,521 Total liabilities and shareholders' equity $ 450,992 $ 313,976 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) September 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 256,415 $ 163,053 Restricted cash 434 315 Prepaid expenses and other current assets 51,533 48,943 Total current assets 308,382 212,311 Non-current assets: Property and equipment, net 34,637 32,474 Prepaid expenses and other non-current assets 136 1,718 Operating lease right-of-use assets, net 59,403 13,235 Long-term deposits 943 1,688 Deferred tax asset 2,597 2,396 Intangible assets, net — 8 Total assets $ 406,098 $ 263,830 Liabilities and shareholders' equity Current liabilities: Accounts payable 661 334 Accrued expenses and other liabilities 31,388 34,669 Operating lease liabilities, current 5,491 3,815 Total current liabilities 37,540 38,818 Non-current liabilities: Operating lease liabilities, non-current 46,967 11,310 Liability related to future royalties and sales milestones, net 140,778 52,443 Other long-term payables 295 105 Total liabilities 225,580 102,676 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at September 30, 2023 and 2022, 173,936,794 and 91,132,356 shares issued and outstanding at September 30, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at September 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at September 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at September 30, 2023 and 2022 — — Additional paid-in capital 1,015,577 851,824 Accumulated other comprehensive loss (33,794) (47,564) Accumulated deficit (801,391) (643,228) Total shareholders' equity 180,518 161,154 Total liabilities and shareholders' equity $ 406,098 $ 263,830 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ 166 $ 166 License revenue 1,292 1,292 — — Operating expenses: Research and development (31,344) 3,956 (27,388) (33,963) 5,598 (28,365) General and administrative (9,284) (9,284) (7,987) (7,987) Loss on disposal of property and equipment (3,768) (3,768) — — Total operating expenses, net (43,104) 3,956 (39,148) (41,784) 5,598 (36,186) Other income (expense), net 782 782 860 860 Interest income 3,446 3,446 28 28 Interest expense (4,905) (4,905) (1,790) (1,790) Total other expenses, net (677) — (677) (902) — (902) Net loss before income tax (43,781) 3,956 (39,825) (42,686) 5,598 (37,088) Income tax benefit 3,970 (3,956) 14 5,624 (5,598) 26 Net loss attributable to ordinary shareholders (39,811) — (39,811) (37,062) — (37,062) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,641 5,641 (7,455) (7,455) Total comprehensive loss $ (34,170) $ — $ (34,170) $ (44,517) $ — $ (44,517) Basic and diluted net loss per ordinary share $ (0.23) $ — $ (0.23) $ (0.41) $ — $ (0.41) Weighted-average basic and diluted ordinary shares 173,825,825 173,825,825 173,825,825 90,914,175 90,914,175 90,914,175 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue — — — — Operating expenses: Research and development (36,742) 3,510 (33,232) (38,212) 7,418 (30,794) General and administrative (11,122) (11,122) (8,269) (8,269) Loss on disposal of property and equipment (23) (23) — — Total operating expenses, net (47,887) 3,510 (44,377) (46,481) 7,418 (39,063) Other income (expense), net 482 482 (1,331) (1,331) Interest income 3,403 3,403 89 89 Interest expense (5,020) (5,020) (1,810) (1,810) Total other expenses, net (1,135) — (1,135) (3,052) — (3,052) Net loss before income tax (49,022) 3,510 (45,512) (49,533) 7,418 (42,115) Income tax benefit (expense) 3,470 (3,510) (40) 7,474 (7,418) 56 Net loss attributable to ordinary shareholders (45,552) — (45,552) (42,059) — (42,059) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,300 5,300 (17,485) (17,485) Total comprehensive loss $ (40,252) $ — $ (40,252) $ (59,544) $ — $ (59,544) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.46) $ — $ (0.46) Weighted-average basic and diluted ordinary shares 173,860,491 173,860,491 173,860,491 90,931,964 90,931,964 90,931,964 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue 406 406 2,369 2,369 Operating expenses: Research and development (37,237) 4,919 (32,318) (37,632) 6,147 (31,485) General and administrative (10,611) (10,611) (8,231) (8,231) Impairment of operating lease right-of-use assets and related property and equipment (382) (382) — — Total operating expenses, net (47,824) 4,919 (42,905) (43,494) 6,147 (37,347) Other income (expense), net (1,597) (1,597) (3,740) (3,740) Interest income 3,646 3,646 165 165 Interest expense (5,014) (5,014) (1,850) (1,850) Total other expenses, net (2,965) — (2,965) (5,425) — (5,425) Net loss before income tax (50,789) 4,919 (45,870) (48,919) 6,147 (42,772) Income tax benefit 4,940 (4,919) 21 6,152 (6,147) 5 Net loss attributable to ordinary shareholders (45,849) — (45,849) (42,767) — (42,767) Other comprehensive income (loss): Foreign currency exchange translation adjustment (5,837) (5,837) (14,054) (14,054) Total comprehensive loss $ (51,686) $ — $ (51,686) $ (56,821) $ — $ (56,821) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.47) $ — $ (0.47) Weighted-average basic and diluted ordinary shares 173,984,101 173,984,101 173,984,101 91,240,801 91,240,801 91,240,801 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||||||||
Net loss | $ (45,849) | $ (45,552) | $ (39,811) | $ (42,767) | $ (42,059) | $ (37,062) | $ (208,383) | $ (148,839) | $ (142,096) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All intercompany accounts and transactions between the Autolus Therapeutics plc and its subsidiaries have been eliminated upon consolidation. |
Going concern | Going concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, 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 within one year after the date the financial statements are issued. As of December 31, 2023, the Company held cash and cash equivalents of $239.6 million and a net loss attributable to ordinary shareholders for the year the ended December 31, 2023 of $208.4 million. As of December 31, 2023, the Company had an accumulated deficit of $878.6 million. The Company concluded with its existing cash and cash equivalents of $239.6 million together with the total aggregate gross proceeds received post year end of $600.0 million ($250.0 million and $350.0 million received from BioNTech SE and an underwritten offering, respectively as further details described in Note 24 - Subsequent events) that it can fund its operations for at least the next twelve months from the date of issuance of these financial statements and as such has prepared the consolidated financial statements on the going concern basis. As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. Even if the Company's planned regulatory submissions for its products are approved, and the Company is successful in its commercialization efforts, additional funding will be needed before the Company is expected to reach cash breakeven. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, share-based compensation including assessing the probability of meeting performance conditions, income taxes, initial fair value of warrants, and accrued interest expense on liability related to future royalties and sales milestones, net and related cumulative catch-up adjustment, initial lease term of the Company's new manufacturing facility (The Nucleus), and incremental borrowing rates related to the Company's leased properties. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision maker, the Company’s Chief Executive Officer, view the Company’s operations and manages its business as a single operating segment, which is the business of developing and commercializing CAR T therapies. |
Cash and cash equivalents | Cash and cash equivalents The Company considers cash and cash equivalents in the consolidated financial statements to include cash and highly liquid investments at financial institutions. The Company invests in variety of short-term interest-bearing instruments including money market funds, which are subject to an insignificant risk of changes in value. Cash equivalents are primarily accessible on demand and have a weighted average maturity date of less than 95 days. |
Restricted Cash | Restricted Cash |
Fair Value Measurements | Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in of the following levels: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places cash and cash equivalents and restricted cash with established financial institutions with strong credit ratings. The Company holds significant amounts of cash and cash equivalents that are in excess of federally insured limits in various currencies, placed with one or more financial institutions for varying periods according to expected liquidity requirements. The Company's cash and cash equivalents are held with multiple banks and financial institutions. Management monitors the credit rating of those banks and financial institutions on a regular basis. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. |
Implementation Costs in a Cloud Computing Arrangement | Implementation Costs in a Cloud Computing Arrangement The Company’s cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the consolidated balance sheet in prepaid expenses and other assets, current and non-current, and are generally amortized over the fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2023 and 2022, the Company’s property and equipment consisted of office equipment, lab equipment, furniture and fittings, and leasehold improvements. Assets under construction consist of costs incurred with leasehold improvements and, once placed into service, will be depreciated over the shorter of the lease term or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included in the statement of operations and other comprehensive loss. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. The Company routinely evaluates the useful life attributed to its assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Leases | Leases 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. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet, leases with terms of one year or less. Instead, these lease payments are recognized in the statements of operations on a straight-line basis over the lease term. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as incentives received, initial direct costs, or prepayments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in Topic 842, Leases (“ASC 842”), components of a lease should be split into three categories: lease components ( e.g. , land, building, etc.) and non-lease components ( e.g. , common area maintenance, consumables, etc). Many of the Company's leases contain variable non-lease components such as maintenance, taxes, insurance, and similar costs for the spaces it occupies. The Company expenses the variable lease payments in the period in which it incurs the obligation to pay such variable amounts and will be included in variable lease costs in the leases footnote disclosure. Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components. For new and amended leases, the Company has elected the practical expedients to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. The Company determined the underlying lease to be the predominant component, and therefore, the entire agreement was accounted for under ASC 842. The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities during the adoption of ASC 842: • As the Company's leases do not provide an implicit rate, it estimated the incremental borrowing rate for each lease based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of its existing leases and adjusting it for factors that appropriately reflect the profile of secured borrowing over the lease term. For leases existing as of the adoption date, the Company has utilized its incremental borrowing rate based on the remaining lease term as of the adoption date. For leases that commenced after the adoption date, the Company determined the incremental borrowing rate based on the lease term as determined at the commencement date of the lease. • The expected lease terms include both contractual lease periods and, when applicable, cancellable option periods where failure to exercise such options would result in an economic penalty. • Since the Company elected to account for the classes of underlying assets and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization The Company’s intangible assets have been related to acquired software licenses with finite lives which are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount ( i.e. |
Research and Development Costs, UK Research and Developments Tax Credits and Accrued Research and Development Expenses | esearch and Development Costs Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of costs incurred in performing R&D activities, including salaries, share-based compensation and benefits, depreciation expense, third-party license fees, external costs of outside vendors engaged to conduct clinical development activities, clinical trials, costs to manufacture clinical trial materials and certain tax credits associated with research and development activities. UK Research and Developments Tax Credits As a company that carries out extensive R&D activities, the Company benefits from research and development tax credits in the UK. The Company claims UK research and development tax credits under the regimes for small or medium-sized enterprises (“SME R&D tax credit”), and UK Research and Development Expenditure Credit (“RDEC”), to the extent that the Company's projects are grant funded. The UK research and development tax credits are fully refundable to the Company and are not dependent on current or future taxable income. As a result, the Company records the entire benefit from the UK research and development tax credits as a benefit, which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. If, in the future, any UK research and development tax credits generated are needed to offset a corporate income tax liability in the UK, that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded as a reduction of research and development expenses. The benefits from UK research and development tax credits are recognized in the statements of operations and comprehensive loss as a reduction of research and development expenses and represents the sum of the research and development tax credits recoverable in the UK. The SME regime has been particularly beneficial to the Company, as under such program the trading losses that arise from the Company's qualifying R&D activities can be surrendered for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023 and decreasing to 18.6% after April 1, 2023. Additionally, the UK Government has enacted further changes to the SME regime on March 4, 2024 which include the introduction of a new rate for R&D intensive companies of 27% (which the Company may qualify for) and comes into effect for expenditures incurred after April 1, 2024. Qualifying expenditures largely comprise of employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects for which the Company do not receive income. A large proportion of costs in relation to the Company's pipeline research, clinical trials management and manufacturing development activities, all of which are being carried out by its wholly owned subsidiary Autolus Limited, are eligible for inclusion within these tax credit cash rebate claims. Under the RDEC Program, tax credits for qualifying R&D expenditure incurred prior to April 1, 2023 are granted at a headline rate of 13% and can generate cash rebates of up to 10.5% of qualifying R&D expenditure. The headline rate of RDEC increased to 20% on April 1, 2023 and can generate cash rebates of up to 15% on qualifying R&D expenditure incurred from this date. Amendments to the current SME and RDEC programs that are contained in the Finance Bill currently proceeding through the UK Parliament will take effect from periods on or after April 1, 2024 and will (i) (unless limited exceptions apply) introduce restrictions on the tax relief that can be claimed for expenditure incurred on sub-contracted R&D activities or externally provided workers, where such sub-contracted activities are not carried out in the UK or such workers are not subject to UK payroll taxes, and (ii) merge the SME regime and the RDEC regime into a single scheme which would generate net cash benefit of up to 15% of the qualifying expenditure for profit making companies and up to 16.2% for loss making companies. The Company currently meet the conditions of the SME regime, but also can make claims under the RDEC regime to the extent that our projects are grant funded. In addition, the Company may meet the conditions of the R&D intensive scheme and may be able to make claims under merged SME R&D intensive regime. The Company may not be able to continue in the future to qualify as a small or medium-sized enterprise under the SME Regime, based on size criteria concerning employee headcount, turnover and gross assets. If the Company ceases to qualify under the SME regime, the Company may make a claim under the RDEC regime for periods ending December 31, 2024, or the merged R&D regime from period ending December 31, 2025. It should be noted, however, that the types of qualifying expenditure in respect of which the Company may make claims under the RDEC regime are more restricted than under the SME regime (for example, it may be the case that certain subcontracted costs in respect of which claims may be made under the SME regime do not qualify for relief under the RDEC regime). Accrued Research and Development Expenses As part of the process of preparing consolidated financial statements, the Company is required to estimate accruals for research and development expenses. This process involves reviewing and identifying services which have been performed by third parties on the Company’s behalf and determining the value of these services. In addition, the Company makes estimates of costs incurred to date but not yet invoiced, in relation to external clinical research organizations and clinical site costs. The Company analyzes the progress of clinical trials, including levels of patient enrollment; invoices received and contracted costs, when evaluating the adequacy of the accrued liabilities for research and development. The Company makes judgments and estimates in determining the accrued balance in any accounting period. |
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation expense for equity awards based on the grant date fair value of the award. The Company recognizes share-based compensation expense for awards granted to employees and non-employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, the Company recognizes share-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For performance conditions related to regulatory approvals those regulatory approvals are deemed probable when actually achieved. The Company accounts for forfeitures as they occur. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 14, “ Share-based compensation ” , for the Company’s assumptions used in connection with share option grants made during the periods covered by these consolidated financial s tatements. Assumptions used in the option pricing model include the following: ▪ Expected volatility. The Company lacks company-specific historical and implied volatility information for the Company's ADSs for expected terms greater than 5.5 years. Therefore, it uses a combination of the historical volatility of the ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded ADS price. ▪ Expected term . The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. ▪ Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. ▪ Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. ▪ Fair value of ordinary shares. The fair market value of the Company’s ADSs underlying the share option is equal to the closing price of the ADSs on the Nasdaq Global Select Market on the date the grant is approved by the Compensation Committee or delegate of the Compensation Committee. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains its accounting records in its functional currency, which is pound sterling. 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 $2.6 million and $1.8 million for the year ended December 31, 2023 and 2022, respectively, and a foreign exchange loss of $2.3 million for the years ended December 31, 2021. Foreign exchange gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. For financial reporting purposes, the financial statements of the Company have been translated into U.S. dollars. Assets and liabilities have been translated at the exchange rates at the balance sheet dates, while revenue and expenses are translated at the average exchange rates over the reporting period and shareholders’ equity amounts are translated based on historical exchange rates as of the date of each transaction. Translation adjustments are not included in determining net income (loss) but are included in foreign exchange adjustment to other comprehensive loss, a component of shareholders’ equity. |
Patent Costs | Patent Costs The Company expenses patent prosecution and related legal costs as they are incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss. |
Grant Income and Interest Income | Grant Income The Company has received research grants under which it is reimbursed for specific research and development activities. Payments received are recognized as income in the statements of operations and comprehensive loss over the period in which the Company recognizes the related costs. At the time the Company recognizes grant income, it has complied with the conditions attached to it and the receipt of the reimbursement is reasonably assured. The Company has received grants from the UK government, which are repayable under certain circumstances, including breach or noncompliance. For grants with refund provisions, the Company reviews the grant to determine the likelihood of repayment. If the likelihood of repayment of the grant is determined to be remote, then the grant is recognized as grant income. The Company has determined that the likelihood of any repayment events included in its current grants is remote. Interest Income |
License Revenue | License Revenue The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company has no products approved for commercial sale and have not generated any revenue from commercial product sales. The revenue to date has been generated principally from out-licensing agreements with a small number of the Company's customers. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. License Fees and Multiple Element Arrangements If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligations to determine whether the combined performance obligations are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that the Company promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocate the transaction price to material rights based on the relative standalone selling price, which is determined based on any identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Contingent Research Milestone Payments ASC Topic 606 constrains the amount of variable consideration included in the transaction price in that either all, or a portion, of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example. If the consideration in a contract includes a variable amount, the Company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if the Company’s entitlement to the consideration is contingent on the occurrence or non-occurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period. The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenue could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant. U.S. GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinate. The Company considers all relevant factors when assessing whether variable consideration should be constrained Royalty Revenue |
Accounts receivable | Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash used by operating activities in the consolidated statements of cash flows. Accounts receivable are recorded within prepaid expenses and other current assets on the balance sheet. |
Liability Related to Future Royalties and Sales Milestones, net and interest expense accrued on liability related to future royalties and sales milestones, net | Liability Related to Future Royalties and Sales Milestones, net and related interest expense accrued on liability related to future royalties and sales milestones, net and cumulative catch-up adjustment The Company accounted for the Blackstone Collaboration Agreement (as defined in Note 11, “Liability relating to future royalties and sales milestones, net”) as a liability. 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 Payments (as defined in the Blackstone Collaboration Agreement) 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 December 31, 2023, 2022, and 2021, respectively. At each reporting period, the Company assesses the estimated probability, timing and amount of any future royalty and sales milestone payments to be made by the Company and Blackstone Development Payments to be received from Blackstone over the term. 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, 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 Company may use a specialist third party valuation team in the determining the present value of the Blackstone Collaboration Agreement liability at each reporting date. Additionally, the transaction costs associated with the liability will be amortized to accrued interest expense over the estimated term of the agreements. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statements and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax law when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. The Company is subject to income taxes in the United Kingdom, the United States, Germany and Switzerland. The calculation of the Company’s tax provision involves the application of tax law in multiple jurisdictions and requires judgement and estimates. The Company evaluates the realizability of its deferred tax assets at each reporting date, and establishes a valuation allowance when it is more likely than not that all or a portion of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that the Company’s deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company uses a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more likely than not sustainable, based solely on their technical merits, upon examination, and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit or each position as the largest amount that the Company believes is more likely than not realizable. Differences between the amount of tax benefits taken or expected to be taken in the Company’s income tax returns and the amount of tax benefits recognized in its financial statements represent the Company’s unrecognized income tax benefits, which it either records as a liability or reduction of deferred tax assets. |
Comprehensive Loss | Comprehensive Loss The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic 220, Comprehensive Income |
Restructuring Expenses | Restructuring expenses The Company records costs and liabilities associated with exit and disposal activities in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations |
Net Loss per Share | Net Loss per Share |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU modified the disclosure and presentation requirements primarily through enhanced disclosures of significant segment expenses and clarified that single reportable segment entities must apply Topic 280 in its entirety. This guidance is effective for the Company for the year beginning January 1, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statement. The Company is currently assessing the impact of this guidance on its disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted. The amendments should be applied on a prospective basis, with retrospective application permitted. The Company is currently assessing the impact of this guidance on its disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives | The following table provides the range of estimated useful lives used for each asset type: Office equipment 3 years Lab equipment 5 to 10 years Furniture and fittings 5 years Leasehold improvements shorter of the lease term or the estimated useful life of the asset December 31, 2023 2022 Lab equipment $ 32,232 $ 31,188 Office equipment 3,777 3,573 Furniture and fittings 2,360 1,221 Leasehold improvements 12,728 11,688 Assets under construction 12,539 13,186 Less: accumulated depreciation (28,774) (25,647) Total property and equipment, net $ 34,862 $ 35,209 |
Restatement of previously-iss_2
Restatement of previously-issued consolidated financial statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the effect of the restatement adjustments on the Company’s Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year ended December 31, 2022 As previously Reported Restatement adjustments As Restated Research and development expenses $ (141,992) $ 24,638 $ (117,354) Total operating expenses, net (168,046) 24,638 (143,408) Income tax benefit (expense) 24,366 (24,638) (272) Basic and diluted net loss per ordinary share $ (1.57) $ — $ (1.57) Year ended December 31, 2021 As previously Reported Restatement adjustments As Restated Research and development expenses $ (134,789) $ 23,950 $ (110,839) Total operating expenses, net (165,000) $ 23,950 $ (141,050) Income tax benefit (expense) 23,892 (23,950) $ (58) Basic and diluted net loss per ordinary share $ (1.97) $ — $ (1.97) Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) March 31 2023 2022 Assets Current assets: Cash and cash equivalents $ 343,027 $ 268,558 Restricted cash 328 334 Prepaid expenses and other current assets 50,530 40,571 Total current assets 393,885 309,463 Non-current assets: Property and equipment, net 34,667 31,017 Prepaid expenses and other non-current assets 465 2,119 Operating lease right-of-use assets, net 26,861 17,366 Long-term deposits 1,821 1,983 Deferred tax asset 2,272 2,000 Intangible assets, net — 46 Total assets $ 459,971 $ 363,994 Liabilities and shareholders' equity Current liabilities: Accounts payable 353 153 Accrued expenses and other liabilities 34,463 24,513 Operating lease liabilities, current 4,821 4,174 Total current liabilities 39,637 28,840 Non-current liabilities: Operating lease liabilities, non-current 22,495 15,081 Liability related to future royalties and sales milestones, net 130,805 48,806 Other long-term payables 114 124 Total liabilities 193,051 92,851 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 and 200,000,000 shares authorized at March 31, 2023 and 2022, 173,074,510 and 90,907,941 shares issued and outstanding at March 31, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at March 31, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at March 31, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at March 31, 2023 and 2022 — — Additional paid-in capital 1,010,041 845,448 Accumulated other comprehensive loss (33,257) (16,025) Accumulated deficit (709,990) (558,402) Total shareholders' equity 266,920 271,143 Total liabilities and shareholders' equity $ 459,971 $ 363,994 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) June 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 307,500 $ 216,437 Restricted cash 332 325 Prepaid expenses and other current assets 47,533 42,198 Total current assets 355,365 258,960 Non-current assets: Property and equipment, net 36,857 33,794 Prepaid expenses and other non-current assets 295 1,888 Operating lease right-of-use assets, net 54,251 15,230 Long-term deposits 1,864 1,835 Deferred tax asset 2,360 2,244 Intangible assets, net — 25 Total assets $ 450,992 $ 313,976 Liabilities and shareholders' equity Current liabilities: Accounts payable 3,878 162 Accrued expenses and other liabilities 30,954 31,360 Operating lease liabilities, current 6,231 3,995 Total current liabilities 41,063 35,517 Non-current liabilities: Operating lease liabilities, non-current 44,707 13,208 Liability related to future royalties and sales milestones, net 135,764 50,615 Other long-term payables 122 115 Total liabilities 221,656 99,455 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at June 30, 2023 and 2022, 173,680,872 and 90,909,783 shares issued and outstanding at June 30, 202 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at June 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at June 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at June 30, 2023 and 2022 — — Additional paid-in capital 1,012,709 848,370 Accumulated other comprehensive loss (27,957) (33,510) Accumulated deficit (755,542) (600,461) Total shareholders' equity 229,336 214,521 Total liabilities and shareholders' equity $ 450,992 $ 313,976 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) September 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 256,415 $ 163,053 Restricted cash 434 315 Prepaid expenses and other current assets 51,533 48,943 Total current assets 308,382 212,311 Non-current assets: Property and equipment, net 34,637 32,474 Prepaid expenses and other non-current assets 136 1,718 Operating lease right-of-use assets, net 59,403 13,235 Long-term deposits 943 1,688 Deferred tax asset 2,597 2,396 Intangible assets, net — 8 Total assets $ 406,098 $ 263,830 Liabilities and shareholders' equity Current liabilities: Accounts payable 661 334 Accrued expenses and other liabilities 31,388 34,669 Operating lease liabilities, current 5,491 3,815 Total current liabilities 37,540 38,818 Non-current liabilities: Operating lease liabilities, non-current 46,967 11,310 Liability related to future royalties and sales milestones, net 140,778 52,443 Other long-term payables 295 105 Total liabilities 225,580 102,676 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at September 30, 2023 and 2022, 173,936,794 and 91,132,356 shares issued and outstanding at September 30, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at September 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at September 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at September 30, 2023 and 2022 — — Additional paid-in capital 1,015,577 851,824 Accumulated other comprehensive loss (33,794) (47,564) Accumulated deficit (801,391) (643,228) Total shareholders' equity 180,518 161,154 Total liabilities and shareholders' equity $ 406,098 $ 263,830 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ 166 $ 166 License revenue 1,292 1,292 — — Operating expenses: Research and development (31,344) 3,956 (27,388) (33,963) 5,598 (28,365) General and administrative (9,284) (9,284) (7,987) (7,987) Loss on disposal of property and equipment (3,768) (3,768) — — Total operating expenses, net (43,104) 3,956 (39,148) (41,784) 5,598 (36,186) Other income (expense), net 782 782 860 860 Interest income 3,446 3,446 28 28 Interest expense (4,905) (4,905) (1,790) (1,790) Total other expenses, net (677) — (677) (902) — (902) Net loss before income tax (43,781) 3,956 (39,825) (42,686) 5,598 (37,088) Income tax benefit 3,970 (3,956) 14 5,624 (5,598) 26 Net loss attributable to ordinary shareholders (39,811) — (39,811) (37,062) — (37,062) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,641 5,641 (7,455) (7,455) Total comprehensive loss $ (34,170) $ — $ (34,170) $ (44,517) $ — $ (44,517) Basic and diluted net loss per ordinary share $ (0.23) $ — $ (0.23) $ (0.41) $ — $ (0.41) Weighted-average basic and diluted ordinary shares 173,825,825 173,825,825 173,825,825 90,914,175 90,914,175 90,914,175 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue — — — — Operating expenses: Research and development (36,742) 3,510 (33,232) (38,212) 7,418 (30,794) General and administrative (11,122) (11,122) (8,269) (8,269) Loss on disposal of property and equipment (23) (23) — — Total operating expenses, net (47,887) 3,510 (44,377) (46,481) 7,418 (39,063) Other income (expense), net 482 482 (1,331) (1,331) Interest income 3,403 3,403 89 89 Interest expense (5,020) (5,020) (1,810) (1,810) Total other expenses, net (1,135) — (1,135) (3,052) — (3,052) Net loss before income tax (49,022) 3,510 (45,512) (49,533) 7,418 (42,115) Income tax benefit (expense) 3,470 (3,510) (40) 7,474 (7,418) 56 Net loss attributable to ordinary shareholders (45,552) — (45,552) (42,059) — (42,059) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,300 5,300 (17,485) (17,485) Total comprehensive loss $ (40,252) $ — $ (40,252) $ (59,544) $ — $ (59,544) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.46) $ — $ (0.46) Weighted-average basic and diluted ordinary shares 173,860,491 173,860,491 173,860,491 90,931,964 90,931,964 90,931,964 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue 406 406 2,369 2,369 Operating expenses: Research and development (37,237) 4,919 (32,318) (37,632) 6,147 (31,485) General and administrative (10,611) (10,611) (8,231) (8,231) Impairment of operating lease right-of-use assets and related property and equipment (382) (382) — — Total operating expenses, net (47,824) 4,919 (42,905) (43,494) 6,147 (37,347) Other income (expense), net (1,597) (1,597) (3,740) (3,740) Interest income 3,646 3,646 165 165 Interest expense (5,014) (5,014) (1,850) (1,850) Total other expenses, net (2,965) — (2,965) (5,425) — (5,425) Net loss before income tax (50,789) 4,919 (45,870) (48,919) 6,147 (42,772) Income tax benefit 4,940 (4,919) 21 6,152 (6,147) 5 Net loss attributable to ordinary shareholders (45,849) — (45,849) (42,767) — (42,767) Other comprehensive income (loss): Foreign currency exchange translation adjustment (5,837) (5,837) (14,054) (14,054) Total comprehensive loss $ (51,686) $ — $ (51,686) $ (56,821) $ — $ (56,821) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.47) $ — $ (0.47) Weighted-average basic and diluted ordinary shares 173,984,101 173,984,101 173,984,101 91,240,801 91,240,801 91,240,801 |
License revenue (Tables)
License revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Geographic Locations | Total revenue by geographical location (in thousands): Year Ended December 31, 2023 2022 2021 License revenue United Kingdom $ 346 $ — $ — United States 1,352 6,194 1,507 Total License revenue $ 1,698 $ 6,194 $ 1,507 |
Interest Expense (Tables)
Interest Expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Banking and Thrift, Interest [Abstract] | |
Schedule of Interest Expense | Interest expense consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Interest expense accrued on liability related to future royalties and sales milestones, net (refer to Note 11) $ 19,892 $ 8,005 $ 1,093 Cumulative catch-up adjustment arising from the liability related to future royalties and sales milestones, net (refer to Note 11) 25,107 879 — Other interest expense 68 21 12 $ 45,067 $ 8,905 $ 1,105 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2023 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash and cash equivalents: Money market funds $ 184,635 $ 184,635 $ — $ — Total $ 184,635 $ 184,635 $ — $ — December 31, 2022 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash and cash equivalents: Money market funds $ 28,593 $ 28,593 $ — $ — Total $ 28,593 $ 28,593 $ — $ — |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 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): December 31, 2023 2022 Research and development claims receivable $ 19,209 $ 24,685 Prepayments 8,638 12,337 VAT receivable 2,771 2,701 Deferred cost 1,787 1,494 Other receivable 1,515 1,435 Lease and lease deposit receivable 938 32 Accounts receivable 109 121 Other assets — 203 Grant income receivable — 2 Total prepaid expenses and other current assets $ 34,967 $ 43,010 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table provides the range of estimated useful lives used for each asset type: Office equipment 3 years Lab equipment 5 to 10 years Furniture and fittings 5 years Leasehold improvements shorter of the lease term or the estimated useful life of the asset December 31, 2023 2022 Lab equipment $ 32,232 $ 31,188 Office equipment 3,777 3,573 Furniture and fittings 2,360 1,221 Leasehold improvements 12,728 11,688 Assets under construction 12,539 13,186 Less: accumulated depreciation (28,774) (25,647) Total property and equipment, net $ 34,862 $ 35,209 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Finite Lived intangible Asset | The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands): December 31, 2023 2022 Software licenses $ — $ 258 Less: accumulated amortization — (258) Total intangibles assets, net $ — $ — |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2023 2022 Research and development costs $ 19,825 $ 26,478 Compensation and benefits 14,757 10,181 Professional fees 4,466 3,745 Other liabilities 533 393 Total accrued expenses and other liabilities $ 39,581 $ 40,797 |
Liability related to future r_2
Liability related to future royalties and sales milestones, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Units of Accounting from Blackstone Agreement | During 2021, the Company allocated the initial total gross proceeds arising from the Blackstone Collaboration Agreement and the Blackstone Securities Purchase Agreement along with the issuance of the Blackstone Warrant among the three units of accounting on a relative fair value basis at the time of the transaction as follows: Units of Accounting Gross proceeds (in millions) Initial fair value (in millions) Allocated consideration based on relative fair value (in millions) Net allocated consideration based on relative fair value after transaction costs* (in millions) Liability related to future royalties and sales milestones, net (Blackstone Collaboration Agreement) $ 50.0 $ 49.6 $ 46.4 $ 45.9 ADSs, representing ordinary shares 100.0 100.0 93.6 91.6 Warrants — 10.7 10.0 9.9 Total $ 150.0 $ 160.3 $ 150.0 $ 147.4 * In addition, the total shared transaction costs of $1.7 million, relating to the Blackstone Agreement have been allocated to the three units of accounting on a relative fair value basis. |
Liability Related Debt Arising Financial Agreement | Changes to the Blackstone Collaboration Agreement liability related to future royalties and sales milestones are as follows: Amount in thousands Balance at December 31, 2021 $ 47,016 Proceeds from Blackstone Development Payments received 70,000 Interest expense accrued on liability related to future royalties and sales milestones, net (included interest expense) 8,005 Cumulative catch-up adjustment (included in interest expense) 879 Balance at December 31, 2022 $ 125,900 Interest expense accrued on liability related to future royalties and sales milestones, net (included interest expense) 19,892 Cumulative catch-up adjustment (included in interest expense) 25,107 Balance at December 31, 2023 $ 170,899 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Black-Scholes Option Pricing Model for Warrants | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants issued to Blackstone as at November 6, 2021 were as follows: Expected warrant life (years) 5 Risk-free interest rate 1.04% Expected volatility 80.23% Expected dividend yield 0% |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Valuation Assumptions | The assumptions (see Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, 2023 2022 2021 Expected option life (years) 5.19 to 6.08 5.27 to 6.08 5.27 to 6.08 Risk-free interest rate 3.37% to 4.86% 2.20% to 4.23% 0.62% to 1.34% Expected volatility 83.25% to 85.51% 78.73% to 84.79% 80.05% to 82.03% Expected dividend yield 0% 0% 0% |
Stock Option Rollforward | The table below summarizes Company's share option activity during the year ended December 31, 2023. Number of Weighted- Weighted- Aggregate Intrinsic Value (1) (in thousands) Outstanding as of December 31, 2022 10,310,800 $ 8.90 8.18 $ 96 Granted 8,783,330 2.29 — 36,412 Exercised (10,107) 2.69 — 11 Forfeited (487,607) 4.10 — 1,203 Expired (640,031) 13.60 — 90 Outstanding as of December 31, 2023 17,956,385 $ 5.64 8.35 $ 48,968 Exercisable as of December 31, 2023 6,318,107 $ 10.48 6.95 $ 7,601 Vested and expected to vest as of December 31, 2023 17,956,385 $ 5.64 8.35 $ 48,968 (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those options in the money as of December 31, 2023 |
Schedule of Nonvested Share Activity | The following is a summary of the Company's RSU activity for the 2018 Plan for the year ended December 31, 2023: Number of Weighted average Unvested and outstanding at December 31, 2022 403,331 $ 3.50 Granted 90,000 2.54 Vested (351,427) 3.34 Forfeited (25,468) 2.65 Unvested and outstanding at December 31, 2023 116,436 $ 3.43 |
Schedule of Allocated Share Based Compensation | Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Research and development $ 6,732 $ 7,171 $ 5,241 General and administrative 4,472 4,849 4,696 Capitalized to intangible assets, net / property and equipment 46 (6) — Total share-based compensation expense $ 11,250 $ 12,014 $ 9,937 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2023 2022 2021 Numerator Net loss $ (208,383) $ (148,839) $ (142,096) Net loss attributable to ordinary shareholders - basic and diluted $ (208,383) $ (148,839) $ (142,096) Denominator Weighted-average number of ordinary shares used in net loss per share - basic and diluted 173,941,926 94,993,400 72,084,078 Net loss per share - basic and diluted $ (1.20) $ (1.57) $ (1.97) |
Schedule of Antidilutive Securities | The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: December 31, 2023 2022 2021 Unvested RSUs 116,436 403,331 1,089,650 Share options 17,956,385 10,310,800 7,772,455 Warrants 3,265,306 3,265,306 3,265,306 Total 21,338,127 13,979,437 12,127,411 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Loss before income tax benefit (expense) is as follows (in thousands): Year Ended December 31, 2023 2022 (As Restated) 2021 (As Restated) UK $ (209,766) $ (149,455) $ (142,736) U.S. 1,082 722 664 Switzerland and Germany 282 166 34 Net loss before income taxes $ (208,402) $ (148,567) $ (142,038) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax benefit (expense) are as follows (in thousands): Year Ended December 31, 2023 2022 (As Restated) 2021 (As Restated) U.S. Federal $ (859) $ (440) $ (148) State and local (5) (19) (19) UK — — — Switzerland and Germany (104) (26) (1) Total current tax benefit (expense) (968) (485) (168) U.S. Federal 1,002 218 162 State and local (15) (5) (52) UK — — — Switzerland and Germany — — — Total deferred tax benefit (expense) 987 213 110 Total income tax benefit (expense) $ 19 $ (272) $ (58) |
Schedule of Reconciliation of Income Tax Expense (Benefit) | A reconciliation of income tax benefit at the U.K statutory corporate income tax rate to the income tax benefit is as follows (in thousands): Year Ended December 31, 2023 2022 (As Restated) 2021 (As Restated) Net loss before taxes $ (208,402) $ (148,567) $ (142,038) UK statutory tax rate 23.5% 19.0% 19.0% Income tax benefit at UK statutory tax rate (48,974) (28,228) (26,987) Tax-exempt reimbursable tax credits included within research and development expense (4,589) (4,681) (4,595) Non-deductible expenses 31,268 16,900 13,984 Adjustments in respect of prior years 96 10 167 Valuation allowance changes affecting the provision for income taxes 21,245 15,670 15,745 Other, net 961 583 1,727 Foreign rate differential (26) 18 17 Total income tax benefit (expense) $ (19) $ 272 $ 58 Current income tax benefit 968 485 168 Deferred income tax benefit (987) (213) (110) Effective rate of income tax —% (0.2)% —% |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consisted of the following at December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred tax assets: Other differences $ 14,834 $ 13,576 Tax losses 104,534 80,203 Fixed assets 6,653 4,252 Total deferred tax assets 126,021 98,031 Valuation allowances (122,958) (95,955) Net deferred tax asset $ 3,063 $ 2,076 |
Schedule of Tax Years Subject to Jurisdiction | The following table summarizes tax years that remain subject to examination by tax jurisdiction as of December 31, 2023: Jurisdiction Open Tax Years Based on Originally Filed Returns United Kingdom 2021 - 2022 United States 2020 - 2022 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Cost | The following table shows the lease balance sheet classification of leases for the years ended December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Assets Operating lease right-of-use assets, net $ 60,791 $ 23,210 Liabilities Current Operating lease liabilities, current 5,053 5,038 Non-current Operating lease liabilities, non-current 47,914 19,218 Total lease liabilities $ 52,967 $ 24,256 The following table shows the lease costs for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year ended December 31, Lease costs Statement of Operations classification 2023 2022 2021 Operating lease costs Operating expenses: research and development $ 6,340 $ 3,733 $ 4,801 Variable costs Operating expenses: research and development 1,041 769 1,144 Short term lease costs Operating expenses: research and development 786 270 193 Operating lease costs Operating expenses: general and administrative 956 984 1,178 Variable costs Operating expenses: general and administrative 51 45 147 Short term lease costs Operating expenses: general and administrative 90 86 12 Total lease costs $ 9,264 $ 5,887 $ 7,475 Year ended December 31, Other information 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases (in thousands) $ 10,407 $ 4,575 Weighted-average remaining lease term - operating leases (in years) 16 years 10.40 years Weighted-average discount rate - operating leases 7.44 % 6.77 % |
Lease Maturity Schedule | Future fixed payments for non-cancellable operating leases in effect as of December 31, 2023 are payable as follows: Operating Leases Maturity of lease liabilities for the years ending December 31, (in thousands) 2024 $ 7,937 2025 6,899 2026 6,667 2027 6,524 2028 5,803 Thereafter 57,038 Total lease payments 90,868 Less: imputed interest (37,901) Present value of lease liabilities $ 52,967 Future fixed receipts for non-cancellable operating subleases in effect as of December 31, 2023 are receivable as follows: Operating Leases (in thousands) 2024 $ 261 2025 261 2026 203 2027 123 2028 106 Total lease payments receivable $ 954 |
Lease Income | The following table shows the sub-lease rental income for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year ended December 31, Sublease rental income Statement of Operations classification 2023 2022 2021 Sublease rental income Other income (expense), net $ 241 $ 240 $ 49 Total sublease rental income $ 241 $ 240 $ 49 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Long-lived assets by geographic location | Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands): December 31, 2023 2022 United Kingdom $ 94,033 $ 56,379 United States of America 1,620 2,040 Total long-lived assets $ 95,653 $ 58,419 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | 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 10% of the Company's share capital. (2) In connection with this transaction, Deep Track Capital, LP became a holder of more than 5% of the Company's share capital. (3) In connection with this transaction, Qatar Investment Authority became a holder of more than 5% of the Company's share capital. (4) In connection with this transaction, Armistice Capital, LLC became a holder of more than 5% of the Company's share capital. (5) Entities affiliated with Blackstone collectively hold more than 10% of the Company's share capital. |
Restatement of previous-issue_2
Restatement of previous-issued quarterly condensed consolidated financial statements (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the effect of the restatement adjustments on the Company’s Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021 (in thousands, except share and per share amounts): Year ended December 31, 2022 As previously Reported Restatement adjustments As Restated Research and development expenses $ (141,992) $ 24,638 $ (117,354) Total operating expenses, net (168,046) 24,638 (143,408) Income tax benefit (expense) 24,366 (24,638) (272) Basic and diluted net loss per ordinary share $ (1.57) $ — $ (1.57) Year ended December 31, 2021 As previously Reported Restatement adjustments As Restated Research and development expenses $ (134,789) $ 23,950 $ (110,839) Total operating expenses, net (165,000) $ 23,950 $ (141,050) Income tax benefit (expense) 23,892 (23,950) $ (58) Basic and diluted net loss per ordinary share $ (1.97) $ — $ (1.97) Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) March 31 2023 2022 Assets Current assets: Cash and cash equivalents $ 343,027 $ 268,558 Restricted cash 328 334 Prepaid expenses and other current assets 50,530 40,571 Total current assets 393,885 309,463 Non-current assets: Property and equipment, net 34,667 31,017 Prepaid expenses and other non-current assets 465 2,119 Operating lease right-of-use assets, net 26,861 17,366 Long-term deposits 1,821 1,983 Deferred tax asset 2,272 2,000 Intangible assets, net — 46 Total assets $ 459,971 $ 363,994 Liabilities and shareholders' equity Current liabilities: Accounts payable 353 153 Accrued expenses and other liabilities 34,463 24,513 Operating lease liabilities, current 4,821 4,174 Total current liabilities 39,637 28,840 Non-current liabilities: Operating lease liabilities, non-current 22,495 15,081 Liability related to future royalties and sales milestones, net 130,805 48,806 Other long-term payables 114 124 Total liabilities 193,051 92,851 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 and 200,000,000 shares authorized at March 31, 2023 and 2022, 173,074,510 and 90,907,941 shares issued and outstanding at March 31, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at March 31, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at March 31, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at March 31, 2023 and 2022 — — Additional paid-in capital 1,010,041 845,448 Accumulated other comprehensive loss (33,257) (16,025) Accumulated deficit (709,990) (558,402) Total shareholders' equity 266,920 271,143 Total liabilities and shareholders' equity $ 459,971 $ 363,994 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) June 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 307,500 $ 216,437 Restricted cash 332 325 Prepaid expenses and other current assets 47,533 42,198 Total current assets 355,365 258,960 Non-current assets: Property and equipment, net 36,857 33,794 Prepaid expenses and other non-current assets 295 1,888 Operating lease right-of-use assets, net 54,251 15,230 Long-term deposits 1,864 1,835 Deferred tax asset 2,360 2,244 Intangible assets, net — 25 Total assets $ 450,992 $ 313,976 Liabilities and shareholders' equity Current liabilities: Accounts payable 3,878 162 Accrued expenses and other liabilities 30,954 31,360 Operating lease liabilities, current 6,231 3,995 Total current liabilities 41,063 35,517 Non-current liabilities: Operating lease liabilities, non-current 44,707 13,208 Liability related to future royalties and sales milestones, net 135,764 50,615 Other long-term payables 122 115 Total liabilities 221,656 99,455 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at June 30, 2023 and 2022, 173,680,872 and 90,909,783 shares issued and outstanding at June 30, 202 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at June 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at June 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at June 30, 2023 and 2022 — — Additional paid-in capital 1,012,709 848,370 Accumulated other comprehensive loss (27,957) (33,510) Accumulated deficit (755,542) (600,461) Total shareholders' equity 229,336 214,521 Total liabilities and shareholders' equity $ 450,992 $ 313,976 Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) September 30 Condensed Consolidated Balance Sheets (Unaudited) 2023 2022 Assets Current assets: Cash and cash equivalents $ 256,415 $ 163,053 Restricted cash 434 315 Prepaid expenses and other current assets 51,533 48,943 Total current assets 308,382 212,311 Non-current assets: Property and equipment, net 34,637 32,474 Prepaid expenses and other non-current assets 136 1,718 Operating lease right-of-use assets, net 59,403 13,235 Long-term deposits 943 1,688 Deferred tax asset 2,597 2,396 Intangible assets, net — 8 Total assets $ 406,098 $ 263,830 Liabilities and shareholders' equity Current liabilities: Accounts payable 661 334 Accrued expenses and other liabilities 31,388 34,669 Operating lease liabilities, current 5,491 3,815 Total current liabilities 37,540 38,818 Non-current liabilities: Operating lease liabilities, non-current 46,967 11,310 Liability related to future royalties and sales milestones, net 140,778 52,443 Other long-term payables 295 105 Total liabilities 225,580 102,676 Commitments and contingencies Shareholders' equity: Ordinary shares, $0.000042 par value; 290,909,783 shares authorized at September 30, 2023 and 2022, 173,936,794 and 91,132,356 shares issued and outstanding at September 30, 2023 and 2022 8 4 Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at September 30, 2023 and 2022 — — Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at September 30, 2023 and 2022 118 118 Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at September 30, 2023 and 2022 — — Additional paid-in capital 1,015,577 851,824 Accumulated other comprehensive loss (33,794) (47,564) Accumulated deficit (801,391) (643,228) Total shareholders' equity 180,518 161,154 Total liabilities and shareholders' equity $ 406,098 $ 263,830 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ 166 $ 166 License revenue 1,292 1,292 — — Operating expenses: Research and development (31,344) 3,956 (27,388) (33,963) 5,598 (28,365) General and administrative (9,284) (9,284) (7,987) (7,987) Loss on disposal of property and equipment (3,768) (3,768) — — Total operating expenses, net (43,104) 3,956 (39,148) (41,784) 5,598 (36,186) Other income (expense), net 782 782 860 860 Interest income 3,446 3,446 28 28 Interest expense (4,905) (4,905) (1,790) (1,790) Total other expenses, net (677) — (677) (902) — (902) Net loss before income tax (43,781) 3,956 (39,825) (42,686) 5,598 (37,088) Income tax benefit 3,970 (3,956) 14 5,624 (5,598) 26 Net loss attributable to ordinary shareholders (39,811) — (39,811) (37,062) — (37,062) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,641 5,641 (7,455) (7,455) Total comprehensive loss $ (34,170) $ — $ (34,170) $ (44,517) $ — $ (44,517) Basic and diluted net loss per ordinary share $ (0.23) $ — $ (0.23) $ (0.41) $ — $ (0.41) Weighted-average basic and diluted ordinary shares 173,825,825 173,825,825 173,825,825 90,914,175 90,914,175 90,914,175 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue — — — — Operating expenses: Research and development (36,742) 3,510 (33,232) (38,212) 7,418 (30,794) General and administrative (11,122) (11,122) (8,269) (8,269) Loss on disposal of property and equipment (23) (23) — — Total operating expenses, net (47,887) 3,510 (44,377) (46,481) 7,418 (39,063) Other income (expense), net 482 482 (1,331) (1,331) Interest income 3,403 3,403 89 89 Interest expense (5,020) (5,020) (1,810) (1,810) Total other expenses, net (1,135) — (1,135) (3,052) — (3,052) Net loss before income tax (49,022) 3,510 (45,512) (49,533) 7,418 (42,115) Income tax benefit (expense) 3,470 (3,510) (40) 7,474 (7,418) 56 Net loss attributable to ordinary shareholders (45,552) — (45,552) (42,059) — (42,059) Other comprehensive income (loss): Foreign currency exchange translation adjustment 5,300 5,300 (17,485) (17,485) Total comprehensive loss $ (40,252) $ — $ (40,252) $ (59,544) $ — $ (59,544) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.46) $ — $ (0.46) Weighted-average basic and diluted ordinary shares 173,860,491 173,860,491 173,860,491 90,931,964 90,931,964 90,931,964 Restated Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 As previously reported Impact of adjustment As Restated As previously reported Impact of adjustment As Restated Grant income $ — $ — $ — $ — License revenue 406 406 2,369 2,369 Operating expenses: Research and development (37,237) 4,919 (32,318) (37,632) 6,147 (31,485) General and administrative (10,611) (10,611) (8,231) (8,231) Impairment of operating lease right-of-use assets and related property and equipment (382) (382) — — Total operating expenses, net (47,824) 4,919 (42,905) (43,494) 6,147 (37,347) Other income (expense), net (1,597) (1,597) (3,740) (3,740) Interest income 3,646 3,646 165 165 Interest expense (5,014) (5,014) (1,850) (1,850) Total other expenses, net (2,965) — (2,965) (5,425) — (5,425) Net loss before income tax (50,789) 4,919 (45,870) (48,919) 6,147 (42,772) Income tax benefit 4,940 (4,919) 21 6,152 (6,147) 5 Net loss attributable to ordinary shareholders (45,849) — (45,849) (42,767) — (42,767) Other comprehensive income (loss): Foreign currency exchange translation adjustment (5,837) (5,837) (14,054) (14,054) Total comprehensive loss $ (51,686) $ — $ (51,686) $ (56,821) $ — $ (56,821) Basic and diluted net loss per ordinary share $ (0.26) $ — $ (0.26) $ (0.47) $ — $ (0.47) Weighted-average basic and diluted ordinary shares 173,984,101 173,984,101 173,984,101 91,240,801 91,240,801 91,240,801 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 14, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Cash and cash equivalents | $ 256,415 | $ 307,500 | $ 343,027 | $ 163,053 | $ 216,437 | $ 268,558 | $ 239,566 | $ 382,436 | $ 310,338 | |
Net loss | (45,849) | (45,552) | (39,811) | (42,767) | (42,059) | (37,062) | (208,383) | (148,839) | $ (142,096) | |
Accumulated deficit | $ (801,391) | $ (755,542) | $ (709,990) | $ (643,228) | $ (600,461) | $ (558,402) | $ (878,562) | (670,179) | ||
Proceeds from sale of stock | $ 29,600 | |||||||||
Subsequent Events | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Proceeds from sale of stock | $ 600,000 | |||||||||
BioNTech | Subsequent Events | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Proceeds from sale of stock | 250,000 | |||||||||
Direct Registered Offering | Subsequent Events | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Proceeds from sale of stock | $ 350,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restricted Cash (Details) $ in Thousands | 1 Months Ended | |||||||||
Oct. 31, 2021 USD ($) contract | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Restricted Cash and Cash Equivalents Items | ||||||||||
Restricted cash | $ 769 | $ 434 | $ 332 | $ 328 | $ 325 | $ 315 | $ 325 | $ 334 | $ 338 | |
Number of contracts | contract | 2 | |||||||||
Proceeds from deposits from customers | $ 127 | |||||||||
Security deposit | ||||||||||
Restricted Cash and Cash Equivalents Items | ||||||||||
Restricted cash | $ 600 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Useful Lives (Details) | Dec. 31, 2023 |
Office equipment | |
Property, Plant and Equipment | |
Property, plant and equipment useful life (in years) | 3 years |
Lab equipment | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment useful life (in years) | 5 years |
Lab equipment | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment useful life (in years) | 10 years |
Furniture and fittings | |
Property, Plant and Equipment | |
Property, plant and equipment useful life (in years) | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Impairment of Long-lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Impairment of long-lived assets | $ 400,000 | $ 0 | $ 0 |
Impairment Long Lived Asset Held For Use Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | impairment of long-lived asset | impairment of long-lived asset | impairment of long-lived asset |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Research and development, income tax credits | $ 19.5 | $ 24.6 | $ 24 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Share-Based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Minimum | ADS | Measurement Input, Expected Term | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected option life (years) | 5 years 6 months | 3 years 6 months |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Foreign currency transaction gain (loss) | $ 2.6 | $ 1.8 | $ (2.3) |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Liability Related To Future Royalties and Sales Milestones (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Strategic Collaboration and Financing Agreement | |||
Debt Instrument [Line Items] | |||
Effective percentage | 15.80% | 15.80% | 15.80% |
Restatement of previously-iss_3
Restatement of previously-issued consolidated financial statements - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Total income tax benefit (expense) | $ (21,000) | $ 40,000 | $ (14,000) | $ (5,000) | $ (56,000) | $ (26,000) | $ (19,500) | $ 272,000 | $ 58,000 |
Total operating expenses, net | (42,905,000) | (44,377,000) | (39,148,000) | (37,347,000) | (39,063,000) | (36,186,000) | (179,701,000) | (143,408,000) | (141,050,000) |
Research and development expenses | 32,318,000 | 33,232,000 | 27,388,000 | 31,485,000 | 30,794,000 | 28,365,000 | $ 130,481,000 | 117,354,000 | 110,839,000 |
Restatement adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Total income tax benefit (expense) | 4,919,000 | 3,510,000 | 3,956,000 | 6,147,000 | 7,418,000 | 5,598,000 | 24,638,000 | 23,950,000 | |
Total operating expenses, net | 4,919,000 | 3,510,000 | 3,956,000 | 6,147,000 | 7,418,000 | 5,598,000 | (24,638,000) | (23,950,000) | |
Research and development expenses | $ (4,919,000) | $ (3,510,000) | $ (3,956,000) | $ (6,147,000) | $ (7,418,000) | $ (5,598,000) | $ (24,638,000) | $ (23,950,000) |
Restatement of previously-iss_4
Restatement of previously-issued consolidated financial statements - Schedule of Restatement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Research and development | $ (32,318,000) | $ (33,232,000) | $ (27,388,000) | $ (31,485,000) | $ (30,794,000) | $ (28,365,000) | $ (130,481,000) | $ (117,354,000) | $ (110,839,000) |
Total operating expenses, net | (42,905,000) | (44,377,000) | (39,148,000) | (37,347,000) | (39,063,000) | (36,186,000) | (179,701,000) | (143,408,000) | (141,050,000) |
Income tax benefit (expense) | $ 21,000 | $ (40,000) | $ 14,000 | $ 5,000 | $ 56,000 | $ 26,000 | $ 19,500 | $ (272,000) | $ (58,000) |
Diluted net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
Basic net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
As previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Research and development | $ (37,237,000) | $ (36,742,000) | $ (31,344,000) | $ (37,632,000) | $ (38,212,000) | $ (33,963,000) | $ (141,992,000) | $ (134,789,000) | |
Total operating expenses, net | (47,824,000) | (47,887,000) | (43,104,000) | (43,494,000) | (46,481,000) | (41,784,000) | (168,046,000) | (165,000,000) | |
Income tax benefit (expense) | $ 4,940,000 | $ 3,470,000 | $ 3,970,000 | $ 6,152,000 | $ 7,474,000 | $ 5,624,000 | $ 24,366,000 | $ 23,892,000 | |
Diluted net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.57) | $ (1.97) | |
Basic net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.57) | $ (1.97) | |
Restatement adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Research and development | $ 4,919,000 | $ 3,510,000 | $ 3,956,000 | $ 6,147,000 | $ 7,418,000 | $ 5,598,000 | $ 24,638,000 | $ 23,950,000 | |
Total operating expenses, net | 4,919,000 | 3,510,000 | 3,956,000 | 6,147,000 | 7,418,000 | 5,598,000 | (24,638,000) | (23,950,000) | |
Income tax benefit (expense) | $ (4,919,000) | $ (3,510,000) | $ (3,956,000) | $ (6,147,000) | $ (7,418,000) | $ (5,598,000) | $ (24,638,000) | $ (23,950,000) | |
Diluted net loss per ordinary share (in usd per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Basic net loss per ordinary share (in usd per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
License revenue - Disaggregatio
License revenue - Disaggregation of Revenue (Details) - License - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total License revenue | $ 1,698 | $ 6,194 | $ 1,507 |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Total License revenue | 346 | 0 | 0 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total License revenue | $ 1,352 | $ 6,194 | $ 1,507 |
License revenue - Narrative (De
License revenue - Narrative (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 09, 2023 USD ($) | Oct. 03, 2022 USD ($) | Sep. 02, 2020 USD ($) | Nov. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) performanceObligation | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||||||
Distinct performance obligation | performanceObligation | 1 | ||||||||
License | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue from contract with customer | $ 1,698,000 | $ 6,194,000 | $ 1,507,000 | ||||||
Remaining performance obligation, variable consideration amount | $ 0 | 0 | 0 | 0 | |||||
License | Moderna | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Proceeds from license fees received | $ 2,000,000 | ||||||||
Upfront non-refundable payment | $ 1,500,000 | ||||||||
License | Bristol-Myers Squibb Company (“BMS”) | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue from contract with customer | $ 3,500,000 | 3,500,000 | |||||||
Upfront non-refundable payment | $ 3,500,000 | ||||||||
License | Cabaletta Bio Inc. (“Cabaletta”) | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue from contract with customer | $ 1,200,000 | 1,200,000 | |||||||
License | Investee Of Syncona | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue from contract with customer | $ 300,000 | 400,000 | 0 | 0 | |||||
Remaining performance obligation, variable consideration amount | 350,000 | ||||||||
Royalty | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Revenue from contract with customer | $ 0 | 0 | $ 0 | ||||||
Development And Commercialization Of mRNA | Moderna | Moderna | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Variable consideration | $ 2,000,000 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Banking and Thrift, Interest [Abstract] | |||||||||
Interest expense accrued on liability related to future royalties and sales milestones, net (refer to Note 11) | $ 19,892 | $ 8,005 | $ 1,093 | ||||||
Cumulative catch-up adjustment arising from the liability related to future royalties and sales milestones, net (refer to Note 11) | 25,107 | 879 | 0 | ||||||
Other interest expense | 68 | 21 | 12 | ||||||
Interest Expense | $ 5,014 | $ 5,020 | $ 4,905 | $ 1,850 | $ 1,810 | $ 1,790 | $ 45,067 | $ 8,905 | $ 1,105 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | $ 184,635 | $ 28,593 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 184,635 | 28,593 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 184,635 | 28,593 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 184,635 | 28,593 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents: | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Research and development claims receivable | $ 19,209 | $ 24,685 | ||||||
Prepayments | 8,638 | 12,337 | ||||||
VAT receivable | 2,771 | 2,701 | ||||||
Deferred cost | 1,787 | 1,494 | ||||||
Other receivable | 1,515 | 1,435 | ||||||
Lease and lease deposit receivable | 938 | 32 | ||||||
Accounts receivable | 109 | 121 | ||||||
Other assets | 0 | 203 | ||||||
Grant income receivable | 0 | 2 | ||||||
Total prepaid expenses and other current assets | $ 34,967 | $ 51,533 | $ 47,533 | $ 50,530 | $ 43,010 | $ 48,943 | $ 42,198 | $ 40,571 |
Property and equipment, net - S
Property and equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment | ||||||||
Less: accumulated depreciation | $ (28,774) | $ (25,647) | ||||||
Total property and equipment, net | 34,862 | $ 34,637 | $ 36,857 | $ 34,667 | 35,209 | $ 32,474 | $ 33,794 | $ 31,017 |
Lab equipment | ||||||||
Property, Plant and Equipment | ||||||||
Property and equipment, gross | 32,232 | 31,188 | ||||||
Office equipment | ||||||||
Property, Plant and Equipment | ||||||||
Property and equipment, gross | 3,777 | 3,573 | ||||||
Furniture and fittings | ||||||||
Property, Plant and Equipment | ||||||||
Property and equipment, gross | 2,360 | 1,221 | ||||||
Leasehold improvements | ||||||||
Property, Plant and Equipment | ||||||||
Property and equipment, gross | 12,728 | 11,688 | ||||||
Assets under construction | ||||||||
Property, Plant and Equipment | ||||||||
Property and equipment, gross | $ 12,539 | $ 13,186 |
Property and equipment, net - N
Property and equipment, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 6.6 | $ 7.3 | $ 8.6 |
Intangible assets, net - Schedu
Intangible assets, net - Schedule of Carrying Amount of Intangible Assets (Details) - Licensing Agreements - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets | ||
Software licenses | $ 0 | $ 258 |
Less: accumulated amortization | 0 | (258) |
Total intangibles assets, net | $ 0 | $ 0 |
Intangible assets, net - Narrat
Intangible assets, net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets | |||
Amortization expense | $ 0 | $ 65,000 | $ 90,000 |
Licensing Agreements | |||
Finite-Lived Intangible Assets | |||
Estimated useful life (in years) | 3 years |
Accrued expenses and other li_3
Accrued expenses and other liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||||||||
Research and development costs | $ 19,825 | $ 26,478 | ||||||
Compensation and benefits | 14,757 | 10,181 | ||||||
Professional fees | 4,466 | 3,745 | ||||||
Other liabilities | 533 | 393 | ||||||
Total accrued expenses and other liabilities | $ 39,581 | $ 31,388 | $ 30,954 | $ 34,463 | $ 40,797 | $ 34,669 | $ 31,360 | $ 24,513 |
Liability related to future r_3
Liability related to future royalties and sales milestones, net - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 06, 2021 USD ($) | Dec. 31, 2022 USD ($) payment | Nov. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) unit | |
Class of Warrant or Right [Line Items] | ||||
Number of development payments | payment | 2 | |||
Debt financing commitment, maximum amount to be received | $ 150 | |||
Number of units of accounting | unit | 3 | |||
Blackstone | ||||
Class of Warrant or Right [Line Items] | ||||
Variable consideration amount, agreement inception | $ 150 | |||
Blackstone | Estimate of Fair Value Measurement | Investor | ||||
Class of Warrant or Right [Line Items] | ||||
Related Party Transaction, Amounts Of Transaction, Allocated Based On Relative Fair Value | 150 | |||
Net allocated consideration based on relative fair value after transaction costs | 147.4 | |||
Affiliated Entity | Blackstone | ||||
Class of Warrant or Right [Line Items] | ||||
Liability related to the sale of future royalties and sales milestones, net (Blackstone Financing Agreement), gross proceeds | $ 50 | |||
Remaining performance obligation, variable consideration amount | $ 100 | $ 30 | ||
Liability related to future royalties and sales milestones, net | $ 35 | |||
Liability Related To The Sale Of Future Royalties And Sales Milestones, Net | Blackstone | Estimate of Fair Value Measurement | Investor | ||||
Class of Warrant or Right [Line Items] | ||||
Related Party Transaction, Amounts Of Transaction, Allocated Based On Relative Fair Value | 46.4 | |||
Net allocated consideration based on relative fair value after transaction costs | $ 45.9 |
Liability related to future r_4
Liability related to future royalties and sales milestones, net - Units of Accounting (Details) $ in Millions | 12 Months Ended | |
Nov. 06, 2021 USD ($) | Dec. 31, 2023 USD ($) unit | |
Class of Stock | ||
Number of units of accounting | unit | 3 | |
Blackstone | ||
Class of Stock | ||
Payments of equity issuance costs | $ (1.7) | |
Blackstone | Investor | ||
Class of Stock | ||
Amounts of related party transaction | $ 150 | |
Blackstone | Liability Related To The Sale Of Future Royalties And Sales Milestones, Net | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 50 | |
Blackstone | ADSs, Representing Ordinary Shares [Member] | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 100 | |
Blackstone | Warrants | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 0 | |
Net allocated consideration based on relative fair value after transaction costs | 10.7 | |
Blackstone | Estimate of Fair Value Measurement | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 160.3 | |
Related Party Transaction, Amounts Of Transaction, Allocated Based On Relative Fair Value | 150 | |
Net allocated consideration based on relative fair value after transaction costs | 147.4 | |
Blackstone | Estimate of Fair Value Measurement | Liability Related To The Sale Of Future Royalties And Sales Milestones, Net | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 49.6 | |
Related Party Transaction, Amounts Of Transaction, Allocated Based On Relative Fair Value | 46.4 | |
Net allocated consideration based on relative fair value after transaction costs | 45.9 | |
Blackstone | Estimate of Fair Value Measurement | ADSs, Representing Ordinary Shares [Member] | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 100 | |
Related Party Transaction, Amounts Of Transaction, Allocated Based On Relative Fair Value | 93.6 | |
Net allocated consideration based on relative fair value after transaction costs | 91.6 | |
Blackstone | Estimate of Fair Value Measurement | Warrants | Investor | ||
Class of Stock | ||
Amounts of related party transaction | 10.7 | |
Related Party Transaction, Amounts Of Transaction, Allocated Based On Relative Fair Value | 10 | |
Net allocated consideration based on relative fair value after transaction costs | $ 9.9 |
Liability related to future r_5
Liability related to future royalties and sales milestones, net - Schedule of Liability Related to Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liability, Future Revenue, Rollforward [Abstract] | |||
Interest expense accrued on liability related to future royalties and sales milestones, net (included interest expense) | $ 19,892 | $ 8,005 | $ 1,093 |
Cumulative catch-up adjustment (included in interest expense) | 25,107 | 879 | 0 |
Blackstone Collaboration Agreement | |||
Liability, Future Revenue, Rollforward [Abstract] | |||
Beginning Balance | 125,900 | 47,016 | |
Proceeds from Blackstone Development Payments received | 70,000 | ||
Interest expense accrued on liability related to future royalties and sales milestones, net (included interest expense) | 19,892 | 8,005 | |
Cumulative catch-up adjustment (included in interest expense) | 25,107 | 879 | |
Ending Balance | $ 170,899 | $ 125,900 | $ 47,016 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2021 | Nov. 06, 2021 | |
Class of Warrant or Right [Line Items] | |||
Exercise price, per warrant or right (in usd per share) | $ 7.35 | ||
Warrant fair value | $ 113,000 | $ 10,000 | |
Issuance of warrants, net of transaction costs | $ 9,868 | ||
Expected volatility | 80.23% | ||
Blackstone | Warrants | Investor | |||
Class of Warrant or Right [Line Items] | |||
Net allocated consideration based on relative fair value after transaction costs | $ 10,700 | ||
American Depositary Shares Under Blackstone Agreement | |||
Class of Warrant or Right [Line Items] | |||
Securities called by warrants (in shares) | 3,265,306 | ||
Minimum | ADS | Measurement Input, Expected Term | |||
Class of Warrant or Right [Line Items] | |||
Expected option life (years) | 5 years 6 months | 3 years 6 months | |
Ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Warrant discount | $ 3,600 | ||
Issuance of warrants, net of transaction costs | $ 6,400 | ||
Expected volatility | 0% | ||
Ordinary shares | Ordinary Shares Represented by ADSs Under Blackstone Agreement | |||
Class of Warrant or Right [Line Items] | |||
Securities called by warrants (in shares) | 3,265,306 |
Warrants - Warrant Pricing Mode
Warrants - Warrant Pricing Model (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Expected warrant life (years) | 5 years |
Risk-free interest rate | 1.04% |
Expected volatility | 80.23% |
Expected dividend yield | 0% |
Shareholders_ equity - Ordinary
Shareholders’ equity - Ordinary Shares (Details) | 12 Months Ended | |||||||||||||||
Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 £ / shares shares | Sep. 30, 2023 $ / shares shares | Sep. 30, 2023 £ / shares shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2023 £ / shares shares | Mar. 31, 2023 $ / shares shares | Mar. 31, 2023 £ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 £ / shares shares | Sep. 30, 2022 $ / shares shares | Sep. 30, 2022 £ / shares shares | Jun. 30, 2022 £ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | Mar. 31, 2022 £ / shares shares | |
Ordinary shares | ||||||||||||||||
Class of Stock | ||||||||||||||||
Authorized grant, life (in years) | 5 years | |||||||||||||||
Maximum nominal shares authorized for grant | $ | $ 8,400 | |||||||||||||||
Common stock, shares, issued (shares) | 174,101,361 | 174,101,361 | 173,936,794 | 173,936,794 | 173,680,872 | 173,680,872 | 173,074,510 | 173,074,510 | 173,074,510 | 173,074,510 | 91,132,356 | 91,132,356 | 90,909,783 | 90,907,941 | 90,907,941 | |
Common stock, par value (usd/gbp per share) | $ / shares | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | ||||||||
Deferred Shares | ||||||||||||||||
Class of Stock | ||||||||||||||||
Common stock, shares, issued (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | |
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | |||||||||
Shares outstanding (shares) | 34,425 | 34,425 | ||||||||||||||
Deferred B shares | ||||||||||||||||
Class of Stock | ||||||||||||||||
Common stock, shares, issued (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | |||
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | £ 0.00099 | ||||||||
Deferred C shares | ||||||||||||||||
Class of Stock | ||||||||||||||||
Common stock, shares, issued (shares) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |
Common stock, par value (usd/gbp per share) | £ / shares | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 |
Shareholders_ equity - Initial
Shareholders’ equity - Initial Public Offering and Impact of Corporate Reorganization (Details) $ / shares in Units, £ in Thousands | 12 Months Ended | ||||||||||
Nov. 06, 2021 $ / shares shares | Jun. 26, 2018 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Jun. 26, 2018 GBP (£) | |
Class of Stock | |||||||||||
Equity conversion ratio | 3.185 | ||||||||||
Ordinary shares | |||||||||||
Class of Stock | |||||||||||
Number of shares issued in transaction (shares) | 17,985,611 | 3,787,972 | |||||||||
Per share price of issuance (usd per share) | $ / shares | $ 5.56 | ||||||||||
Aggregate nominal amount (less than for Deferred A and C Shares) | $ | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 4,000 | $ 4,000 | $ 4,000 | |||
Common stock, shares, issued (shares) | 173,074,510 | 174,101,361 | 173,936,794 | 173,680,872 | 173,074,510 | 91,132,356 | 90,909,783 | 90,907,941 | |||
Common stock, shares outstanding (shares) | 173,074,510 | 174,101,361 | 173,936,794 | 173,680,872 | 173,074,510 | 91,132,356 | 90,909,783 | 90,907,941 | |||
Common stock, shares authorized (shares) | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 200,000,000 | |||
Deferred Shares | |||||||||||
Class of Stock | |||||||||||
Shares outstanding (shares) | 34,425 | ||||||||||
Aggregate nominal amount (less than for Deferred A and C Shares) | $ | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Common stock, shares, issued (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | |||
Common stock, shares outstanding (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | |||
Common stock, shares authorized (shares) | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | |||
Deferred B shares | |||||||||||
Class of Stock | |||||||||||
Aggregate nominal amount (less than for Deferred A and C Shares) | $ | 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | ||
Share capital registration threshold | £ | £ 50 | ||||||||||
Common stock, shares, issued (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||||
Common stock, shares outstanding (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||||
Common stock, shares authorized (shares) | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||||
Deferred C shares | |||||||||||
Class of Stock | |||||||||||
Aggregate nominal amount (less than for Deferred A and C Shares) | $ | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Common stock, shares, issued (shares) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||
Common stock, shares outstanding (shares) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||
Common stock, shares authorized (shares) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
Shareholders_ equity - Public O
Shareholders’ equity - Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Nov. 06, 2021 | Feb. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Class of Stock | |||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 29.6 | ||||
Ordinary shares | |||||
Class of Stock | |||||
Number of shares issued in transaction (shares) | 17,985,611 | 3,787,972 | |||
Per share price of issuance (usd per share) | $ 5.56 | ||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98 | ||||
Ordinary shares | Public Stock Offering | |||||
Class of Stock | |||||
Number of shares issued in transaction (shares) | 14,285,715 | 81,927,012 | |||
Per share price of issuance (usd per share) | $ 7 | $ 2 | |||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 106.9 | $ 152.4 | |||
Ordinary shares | Over-Allotment Option | |||||
Class of Stock | |||||
Number of shares issued in transaction (shares) | 2,142,857 | 6,927,012 |
Shareholders_ equity - Blacksto
Shareholders’ equity - Blackstone Securities Purchase agreement (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Nov. 06, 2021 | Dec. 31, 2022 | |
Class of Stock | ||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 29.6 | |
Ordinary shares | ||
Class of Stock | ||
Number of shares issued in transaction (shares) | 17,985,611 | 3,787,972 |
Per share price of issuance (usd per share) | $ 5.56 | |
Gross proceeds from sale of stock | $ 100 | |
Proceeds of issuance of ordinary shares, net of issuance costs | 98 | |
ADS | ||
Class of Stock | ||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 91.6 |
Shareholders_ equity - Open Mar
Shareholders’ equity - Open Market Sales Agreement (Details) $ in Millions | 12 Months Ended | ||
Nov. 06, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2020 USD ($) | |
Class of Stock | |||
Sale of stock, authorized amount | $ 100 | ||
Commission, percentage of gross sales price (in percent) | 0.030 | ||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 29.6 | ||
Ordinary shares | |||
Class of Stock | |||
Number of shares issued in transaction (shares) | shares | 17,985,611 | 3,787,972 | |
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98 |
Share Based Compensation - 2018
Share Based Compensation - 2018 Equity Incentive Plan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total share-based compensation expense | $ 11,250 | $ 12,014 | $ 9,937 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share based compensation term (years) | 10 years | |||
Vesting Group One | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period (years) | 4 years | |||
Award vesting percentage (in percent) | 25% | |||
Vesting Group Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period (years) | 3 years | |||
2018 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Increase in reserved shares term (in years) | 10 years | |||
Periodical increase in authorized shares (percentage) | 4% | |||
2018 Equity Incentive Plan | Ordinary shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares authorized for distribution (shares) | 3,281,622 | |||
2018 Equity Incentive Plan - New | Ordinary shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares authorized for distribution (shares) | 3,025,548 | 22,298,243 | ||
2018 Equity Incentive Plan - Shares Available Under 2017 Plan | Ordinary shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares authorized for distribution (shares) | 256,074 |
Share Based Compensation - Opti
Share Based Compensation - Options Valuation Assumptions (Details) - Stock options | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Risk-free interest rate minimum (percentage) | 3.37% | 2.20% | 0.62% |
Risk-free interest rate maximum (percentage) | 4.86% | 4.23% | 1.34% |
Expected volatility minimum (percentage) | 83.25% | 78.73% | 80.05% |
Expected volatility maximum (percentage) | 85.51% | 84.79% | 82.03% |
Expected dividend yield (percentage) | 0% | 0% | 0% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Expected term (in years) | 5 years 2 months 8 days | 5 years 3 months 7 days | 5 years 3 months 7 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Share Based Compensation - Shar
Share Based Compensation - Share Options Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | |||
Beginning balance (shares) | 10,310,800 | ||
Granted (shares) | 8,783,330 | ||
Exercised (shares) | (10,107) | ||
Forfeited (in shares) | (487,607) | ||
Expired (in shares) | (640,031) | ||
Ending balance (shares) | 17,956,385 | 10,310,800 | |
Exercisable (shares) | 6,318,107 | ||
Vested and expected to vest (shares) | 17,956,385 | ||
Weighted- Average Exercise Price per share | |||
Beginning balance (usd per share) | $ 8.90 | ||
Granted (usd per share) | 2.29 | ||
Exercised (usd per share) | 2.69 | ||
Forfeited (usd per share) | 4.10 | ||
Expired (usd per share) | 13.60 | ||
Ending balance (usd per share) | 5.64 | $ 8.90 | |
Exercisable (usd per share) | 10.48 | ||
Vested and expected to vest (usd per share) | $ 5.64 | ||
Weighted- Average Remaining Contractual Term (Years) | |||
Options outstanding (weighted- average remaining contractual term years) | 8 years 4 months 6 days | 8 years 2 months 4 days | |
Exercisable (weighted average remaining contractual term years) | 6 years 11 months 12 days | ||
Vested and expected to vest (weighted- average remaining contractual term years) | 8 years 4 months 6 days | ||
Aggregate Intrinsic Value (1) (in thousands) | |||
Options outstanding (aggregate intrinsic value) | $ 48,968 | $ 96 | |
Options exercised (aggregate intrinsic value) | 11 | $ 400 | $ 1,200 |
Options forfeited (aggregate intrinsic value) | 1,203 | ||
Options expired (aggregate intrinsic value) | 90 | ||
Options exercisable (aggregate intrinsic value) | 7,601 | ||
Options vested and expected to vest (aggregate intrinsic value) | $ 48,968 |
Share Based Compensation - Sh_2
Share Based Compensation - Share Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Options exercised (aggregate intrinsic value) | $ 11 | $ 400 | $ 1,200 |
Fair value of share options vested | $ 11,400 | 11,100 | 13,000 |
Granted (shares) | 8,783,330 | ||
Vested and expected to vest (shares) | 17,956,385 | ||
Compensation expense | $ 11,250 | $ 12,014 | $ 9,937 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted average grant date fair value (usd per share) | $ 1.69 | $ 2.24 | $ 4.91 |
Unrecognized stock based compensation | $ 12,800 | ||
Weighted average vesting period (in years) | 3 years 3 months | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Unrecognized stock based compensation | $ 3,100 | ||
Weighted average vesting period (in years) | 2 years 3 months 29 days | ||
Granted (shares) | 107,600 | 1,602,500 | |
Options forfeited (shares) | 0 | 222,500 | 222,500 |
Vested and expected to vest (shares) | 120,000 | 80,000 | |
Accelerated expense | $ 300 | ||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares (in shares) | 478,750 | ||
Compensation expense | $ 1,000 | $ 1,100 | $ 1,400 |
Share Based Compensation - Rest
Share Based Compensation - Restricted Stock Units Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Feb. 29, 2024 | Jul. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Compensation expense | $ 11,250,000 | $ 12,014,000 | $ 9,937,000 | |||||
Vesting Group One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 4 years | |||||||
Award vesting percentage (in percent) | 25% | |||||||
Vesting Group Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 3 years | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 15 months | 11 months | 3 years | |||||
Award vesting percentage (in percent) | 100% | |||||||
Unrecognized stock based compensation | $ 100,000 | |||||||
Weighted average vesting period (in years) | 1 year 8 months 8 days | |||||||
Vesting of restricted stock (shares) | 351,427 | |||||||
RSUs vested, not issued (in shares) | 57,624 | |||||||
Granted (shares) | 90,000 | 90,000 | ||||||
Restricted stock units | Subsequent Events | Forecast | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Granted (shares) | 57,524 | |||||||
Restricted stock units | Vesting Group One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 12 months | 8 months | 4 years | 4 years | 1 year 6 months | |||
Award vesting percentage (in percent) | 50% | 50% | 25% | 25% | 50% | |||
Restricted stock units | Vesting Group Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 15 months | 11 months | 3 years | 3 years | ||||
Award vesting percentage (in percent) | 50% | 50% | 50% | |||||
Restricted stock units | Vesting Group Three | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period (years) | 2 years | |||||||
Restricted stock units with performance conditions | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Unrecognized stock based compensation | $ 0 | $ 0 | $ 0 | |||||
RSUs awarded (in shares) | 1,020,000 | |||||||
Compensation expense | 200,000 | $ 1,200,000 | $ 4,400,000 | |||||
Vesting of restricted stock (shares) | 617,500 | |||||||
RSUs forfeited (in shares) | 152,500 | 222,500 | ||||||
Restricted stock units with performance conditions removed | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Compensation expense | $ 200,000 | |||||||
RSUs vested (in shares) | 60,000 | 60,000 | ||||||
Restricted stock units and restricted stock unites with performance conditions | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Fair value of awards vested | $ 1,300,000 | $ 1,500,000 | $ 1,500,000 |
Share Based Compensation - Re_2
Share Based Compensation - Restricted Stock Units Rollforward (Details) - Restricted stock units - $ / shares | 1 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested and outstanding beginning balance (shares) | 403,331 | |
Granted (shares) | 90,000 | 90,000 |
Vested (shares) | (351,427) | |
Forfeited (shares) | (25,468) | |
Unvested and outstanding ending balance (shares) | 116,436 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested and outstanding beginning balance (usd per share) | $ 3.50 | |
Granted (usd per share) | 2.54 | |
Vested (usd per share) | 3.34 | |
Forfeited (usd per share) | 2.65 | |
Unvested and outstanding ending balance (usd per share) | $ 3.43 |
Share Based Compensation - Comp
Share Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | $ 11,250 | $ 12,014 | $ 9,937 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | 6,732 | 7,171 | 5,241 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | 4,472 | 4,849 | 4,696 |
Capitalized to intangible assets, net / property and equipment | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Total share-based compensation expense | $ 46 | $ (6) | $ 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 | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||||||||
Net loss | $ (45,849) | $ (45,552) | $ (39,811) | $ (42,767) | $ (42,059) | $ (37,062) | $ (208,383) | $ (148,839) | $ (142,096) |
Net loss attributable to ordinary shareholders - basic | (208,383) | (148,839) | (142,096) | ||||||
Net loss attributable to ordinary shareholders - diluted | $ (208,383) | $ (148,839) | $ (142,096) | ||||||
Denominator | |||||||||
Weighted-average number of ordinary shares used in net loss per share - basic (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | 173,941,926 | 94,993,400 | 72,084,078 |
Weighted-average number of ordinary shares used in net loss per share - diluted (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | 173,941,926 | 94,993,400 | 72,084,078 |
Earnings Per Share | |||||||||
Earnings per share, basic (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
Earnings per share, diluted (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
Net loss per share - Schedule_2
Net loss per share - Schedule of Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 21,338,127 | 13,979,437 | 12,127,411 |
Unvested RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 116,436 | 403,331 | 1,089,650 |
Share options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 17,956,385 | 10,310,800 | 7,772,455 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive shares (shares) | 3,265,306 | 3,265,306 | 3,265,306 |
License Agreements (Details)
License Agreements (Details) £ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 GBP (£) | Mar. 31, 2016 GBP (£) shares | Sep. 30, 2014 shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2020 GBP (£) | |
Schedule Of License Agreements | ||||||
Shares issued (shares) | shares | 313,971 | |||||
Accrued license fees payable | £ 180 | £ 350 | ||||
Deduction of royalties payable | 0.5 | |||||
Product Sales | Minimum | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | £ 1,000 | |||||
Product Sales | Maximum | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | 18,500 | |||||
UCLB | ||||||
Schedule Of License Agreements | ||||||
Shares issued (shares) | shares | 1,497,643 | |||||
Payment of upfront fees | £ 1,500 | £ 300 | ||||
Payments for accrued license fees | $ | $ 0.2 | |||||
UCLB | Regulatory Approval | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | 37,500 | |||||
UCLB | Product Sales | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | 18,000 | |||||
UCLB | Net Sales Levels | ||||||
Schedule Of License Agreements | ||||||
Conditional payment | £ 51,000 | |||||
Miltenyi Biotech B.V. & Co. KG ("Miltenyi") | ||||||
Schedule Of License Agreements | ||||||
Upfront license payment | $ | $ 0.4 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Income Before Income Taxes [Line Items] | |||||||||
Net loss before income taxes, domestic | $ (209,766) | $ (149,455) | $ (142,736) | ||||||
Net loss before income tax | $ (45,870) | $ (45,512) | $ (39,825) | $ (42,772) | $ (42,115) | $ (37,088) | (208,402) | (148,567) | (142,038) |
United States | |||||||||
Disaggregation of Income Before Income Taxes [Line Items] | |||||||||
Net loss before income taxes, foreign | 1,082 | 722 | 664 | ||||||
Switzerland and Germany | |||||||||
Disaggregation of Income Before Income Taxes [Line Items] | |||||||||
Net loss before income taxes, foreign | $ 282 | $ 166 | $ 34 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Expense) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||||||||
Federal | $ (859,000) | $ (440,000) | $ (148,000) | ||||||
State and local | (5,000) | (19,000) | (19,000) | ||||||
UK | 0 | 0 | 0 | ||||||
Switzerland and Germany | (104,000) | (26,000) | (1,000) | ||||||
Current income tax benefit | (968,000) | (485,000) | (168,000) | ||||||
Deferred | |||||||||
Federal | 1,002,000 | 218,000 | 162,000 | ||||||
State and local | (15,000) | (5,000) | (52,000) | ||||||
UK | 0 | 0 | 0 | ||||||
Switzerland and Germany | 0 | 0 | 0 | ||||||
Total deferred tax benefit (expense) | 987,000 | 213,000 | 110,000 | ||||||
Income tax benefit (expense) | $ 21,000 | $ (40,000) | $ 14,000 | $ 5,000 | $ 56,000 | $ 26,000 | $ 19,500 | $ (272,000) | $ (58,000) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||||||
Total income tax benefit (expense) | $ (21,000) | $ 40,000 | $ (14,000) | $ (5,000) | $ (56,000) | $ (26,000) | $ (19,500) | $ 272,000 | $ 58,000 |
Increase in deferred tax assets | (1,000,000) | ||||||||
Deferred tax asset | 3,063,000 | 2,076,000 | |||||||
Operating loss carryforward, foreign | 418,100,000 | ||||||||
Deferred tax asset valuation allowances | $ 122,958,000 | $ 95,955,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||||||
Net loss before taxes | $ (45,870,000) | $ (45,512,000) | $ (39,825,000) | $ (42,772,000) | $ (42,115,000) | $ (37,088,000) | $ (208,402,000) | $ (148,567,000) | $ (142,038,000) |
UK statutory tax rate | 23.50% | 19% | 19% | ||||||
Income tax benefit at UK statutory tax rate | $ (48,974,000) | $ (28,228,000) | $ (26,987,000) | ||||||
Tax-exempt reimbursable tax credits included within research and development expense | (4,589,000) | (4,681,000) | (4,595,000) | ||||||
Non-deductible expenses | 31,268,000 | 16,900,000 | 13,984,000 | ||||||
Adjustments in respect of prior years | 96,000 | 10,000 | 167,000 | ||||||
Valuation allowance changes affecting the provision for income taxes | 21,245,000 | 15,670,000 | 15,745,000 | ||||||
Other, net | 961,000 | 583,000 | 1,727,000 | ||||||
Foreign rate differential | (26,000) | 18,000 | 17,000 | ||||||
Total income tax benefit (expense) | $ (21,000) | $ 40,000 | $ (14,000) | $ (5,000) | $ (56,000) | $ (26,000) | (19,500) | 272,000 | 58,000 |
Current income tax benefit | 968,000 | 485,000 | 168,000 | ||||||
Deferred income tax benefit | $ (987,000) | $ (213,000) | $ (110,000) | ||||||
Effective rate of income tax | 0% | (0.20%) | 0% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Other differences | $ 14,834 | $ 13,576 |
Tax losses | 104,534 | 80,203 |
Fixed assets | 6,653 | 4,252 |
Total deferred tax assets | 126,021 | 98,031 |
Valuation allowances | (122,958) | (95,955) |
Net deferred tax asset | $ 3,063 | $ 2,076 |
Leases - Narrative (Details)
Leases - Narrative (Details) £ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Oct. 31, 2021 USD ($) contract unit thirdParty | Aug. 31, 2021 | Apr. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) unit | Sep. 30, 2017 | Mar. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) manufacturingSuite | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Sep. 19, 2023 | Oct. 31, 2021 GBP (£) | Sep. 30, 2021 ft² | Feb. 28, 2019 unit | Oct. 31, 2018 | |
Lessor, Lease, Description [Line Items] | |||||||||||||||
Number of manufacturing suites with extended lease term | manufacturingSuite | 1 | ||||||||||||||
Gain (loss) on termination of lease | $ (95) | $ 0 | $ 0 | ||||||||||||
Number of contracts | contract | 2 | ||||||||||||||
Landlord works and tenant contributions | $ 7,500 | ||||||||||||||
Asset retirement obligation | 200 | ||||||||||||||
Number of third parties | thirdParty | 2 | ||||||||||||||
Number of manufacturing properties | contract | 2 | ||||||||||||||
Lease payments to be received | 954 | ||||||||||||||
Proceeds from deposits from customers | $ 127 | ||||||||||||||
Sublease, Lease Term One | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Lease payments to be received | £ | £ 97 | ||||||||||||||
Sublease, Lease Term 2 | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Lease payments to be received | £ | £ 109 | ||||||||||||||
MediaWorks Corporate Headquarters | Additional Space | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Operating lease rent free period (in months) | 18 months | ||||||||||||||
Lease term (in years) | 9 years 11 months | ||||||||||||||
Manufacturing Space in Enfield, United Kingdom | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Gain (loss) on termination of lease | $ 100 | ||||||||||||||
Lease termination fee expense | $ 200 | ||||||||||||||
Manufacturing Space in Enfield, United Kingdom | Building | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Lease term (in years) | 15 years | ||||||||||||||
Number of units (units) | unit | 3 | ||||||||||||||
Leasehold Improvements | $ 4,100 | ||||||||||||||
Number of properties surrendered | unit | 1 | ||||||||||||||
Number of contracts | unit | 2 | ||||||||||||||
Office Space in Rockville, Maryland | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Gain (loss) on termination of lease | 2,000 | ||||||||||||||
Office Space in Rockville, Maryland | Building | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Gain (loss) on termination of lease | $ 200 | ||||||||||||||
Lease term (in years) | 5 years | ||||||||||||||
Office And Manufacturing Space in Rockville, Maryland | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Gain (loss) on termination of lease | $ 2,000 | ||||||||||||||
Impairment of leasehold | 2,400 | ||||||||||||||
Gain on sale of leased right of use asset | $ 2,300 | ||||||||||||||
Manufacturing Suite in Stevenage, United Kingdom | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Gain (loss) on termination of lease | (100) | ||||||||||||||
Impairment of leasehold | $ 3,800 | ||||||||||||||
Lease term (in years) | 20 years | ||||||||||||||
Manufacturing Suite in Stevenage, United Kingdom | Manufacturing Facility | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Operating lease rent free period (in months) | 6 months | ||||||||||||||
Manufacturing Space In Stevenage, United Kingdom | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Number of square feet | ft² | 70,000 | ||||||||||||||
Laboratory And Office Space In Gaithersburg, Maryland | |||||||||||||||
Lessor, Lease, Description [Line Items] | |||||||||||||||
Number of square feet | ft² | 2,762 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Assets | |||||||||
Operating lease right-of-use assets, net | $ 60,791 | $ 23,210 | $ 59,403 | $ 54,251 | $ 26,861 | $ 13,235 | $ 15,230 | $ 17,366 | |
Current liabilities: | |||||||||
Operating lease liabilities, current | 5,053 | 5,038 | 5,491 | 6,231 | 4,821 | 3,815 | 3,995 | 4,174 | |
Non-current liabilities: | |||||||||
Operating lease liabilities, non-current | 47,914 | 19,218 | $ 46,967 | $ 44,707 | $ 22,495 | $ 11,310 | $ 13,208 | $ 15,081 | |
Total lease liabilities | 52,967 | 24,256 | |||||||
Lease costs | |||||||||
Total lease costs | 9,264 | 5,887 | $ 7,475 | ||||||
Operating cash outflows from operating leases (in thousands) | $ 10,407 | $ 4,575 | |||||||
Weighted-average remaining lease term - operating leases (in years) | 16 years | 10 years 4 months 24 days | |||||||
Weighted-average discount rate — operating leases (percent) | 7.44% | 6.77% | |||||||
Research and development | |||||||||
Lease costs | |||||||||
Operating lease costs | $ 6,340 | $ 3,733 | 4,801 | ||||||
Variable costs | 1,041 | 769 | 1,144 | ||||||
Short term lease costs | 786 | 270 | 193 | ||||||
General and administrative | |||||||||
Lease costs | |||||||||
Operating lease costs | 956 | 984 | 1,178 | ||||||
Variable costs | 51 | 45 | 147 | ||||||
Short term lease costs | $ 90 | $ 86 | $ 12 |
Leases - Schedule of Maturity (
Leases - Schedule of Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 7,937 | |
2025 | 6,899 | |
2026 | 6,667 | |
2027 | 6,524 | |
2028 | 5,803 | |
Thereafter | 57,038 | |
Total lease payments | 90,868 | |
Less: imputed interest | (37,901) | |
Present value of lease liabilities | $ 52,967 | $ 24,256 |
Leases - Sublease Classificatio
Leases - Sublease Classification (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Total sublease rental income | $ 241 | $ 240 | $ 49 |
Leases - Sublease Income Maturi
Leases - Sublease Income Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 261 |
2025 | 261 |
2026 | 203 |
2027 | 123 |
2028 | 106 |
Total lease payments receivable | $ 954 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) renewalOption | |
Loss Contingencies | |
Number of options to renew agreement | renewalOption | 2 |
Long-term supply agreement, period (in years) | 10 years |
Long-term supply agreement, renewal period (in years) | 5 years |
Capital Addition Purchase Commitments | |
Loss Contingencies | |
Unrecorded unconditional purchase obligation | $ 4.3 |
Unrecorded unconditional purchase obligation, to be paid, year one | 0.4 |
Unrecorded unconditional purchase obligation, to be paid, in year one to year four | 3.9 |
Reagents and Disposables | |
Loss Contingencies | |
Unrecorded unconditional purchase obligation | 0.6 |
Miltenyi Biotech B.V. & Co. KG ("Miltenyi") | |
Loss Contingencies | |
Upfront license payment | $ 0.4 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Employer contributions to defined benefit pension schemes | $ 2 | $ 1.7 | $ 1.6 |
Employer contribution (percent) | 5% | ||
Employer contributions | $ 0.4 | $ 0.3 | $ 0.3 |
Geographic Information - Narrat
Geographic Information - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Impairment of operating lease right-of-use assets and related property and equipment | $ 382,000 | $ 0 | $ 0 |
Revenue Benchmark | Customer Concentration Risk | Cabaletta Bio Inc. (“Cabaletta”) | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in percent) | 76% | ||
Revenue Benchmark | Customer Concentration Risk | Investee of Syncona Portfolio Limited | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in percent) | 20% |
Geographic Information - Schedu
Geographic Information - Schedule of Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 95,653 | $ 58,419 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 94,033 | 56,379 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 1,620 | $ 2,040 |
Severance Plan (Details)
Severance Plan (Details) $ in Millions | 1 Months Ended |
Jan. 31, 2021 USD ($) | |
Retirement Benefits [Abstract] | |
Severance costs | $ 1.2 |
Related party transactions - Na
Related party transactions - Narrative (Details) | 12 Months Ended | |||||
Sep. 02, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Nov. 06, 2021 director $ / shares | Feb. 28, 2021 shares | |
Related Party Transaction | ||||||
Number of directors | director | 1 | |||||
Exercise price, per warrant or right (in usd per share) | $ / shares | $ 7.35 | |||||
Blackstone Collaboration Agreement | ||||||
Related Party Transaction | ||||||
Total carrying amount of Blackstone Collaboration Agreement liability | $ 170,899,000 | $ 125,900,000 | $ 47,016,000 | |||
Collaboration agreement, non-cash interest expense including cumulative catch-up adjustment | 45,000,000 | 8,900,000 | 1,100,000 | |||
License | ||||||
Related Party Transaction | ||||||
Revenue from contract with customer | 1,698,000 | 6,194,000 | 1,507,000 | |||
License | Investee Of Syncona | ||||||
Related Party Transaction | ||||||
Revenue from contract with customer | $ 300,000 | $ 400,000 | $ 0 | $ 0 | ||
Autolus | Blackstone | ||||||
Related Party Transaction | ||||||
Ownership percent, more than (in percent) | 10% | |||||
Autolus | License | Investee of Syncona Portfolio Limited | ||||||
Related Party Transaction | ||||||
Ownership percent, more than (in percent) | 10% | |||||
Syncona LLP | Public Stock Offering | ||||||
Related Party Transaction | ||||||
Warrants granted (in shares) | shares | 3,571,428 | |||||
Exercise price, per warrant or right (in usd per share) | $ / shares | $ 2 | |||||
Ordinary shares | Syncona LLP | Public Stock Offering | ||||||
Related Party Transaction | ||||||
Warrants granted (in shares) | shares | 3,571,428 |
Related party transactions - Su
Related party transactions - Summary of ADS Purchases (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Nov. 06, 2021 |
Related Party Transaction | ||
ADSs Purchased (in shares) | 56,500,000 | |
Warrant fair value | $ 113 | $ 10 |
Syncona LLP | ||
Related Party Transaction | ||
ADSs Purchased (in shares) | 14,000,000 | |
Warrant fair value | $ 28 | |
Deep Track Capital, LP | ||
Related Party Transaction | ||
ADSs Purchased (in shares) | 15,000,000 | |
Warrant fair value | $ 30 | |
Qatar Investment Authority | ||
Related Party Transaction | ||
ADSs Purchased (in shares) | 15,000,000 | |
Warrant fair value | $ 30 | |
Armistice Capital, LLC | ||
Related Party Transaction | ||
ADSs Purchased (in shares) | 10,000,000 | |
Warrant fair value | $ 20 | |
Blackstone | ||
Related Party Transaction | ||
ADSs Purchased (in shares) | 2,500,000 | |
Warrant fair value | $ 5 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||
Feb. 13, 2024 USD ($) $ / shares shares | Feb. 12, 2024 USD ($) $ / shares shares | Feb. 06, 2024 USD ($) $ / shares shares | Nov. 06, 2021 USD ($) $ / shares shares | Feb. 12, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 14, 2024 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares | Sep. 30, 2023 $ / shares | Jun. 30, 2023 $ / shares | Mar. 31, 2023 $ / shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 $ / shares | |
Subsequent Event | |||||||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 29.6 | ||||||||||||||
Ordinary shares | |||||||||||||||
Subsequent Event | |||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | ||||||
Number of shares issued in transaction (shares) | shares | 17,985,611 | 3,787,972 | |||||||||||||
Per share price of issuance (usd per share) | $ / shares | $ 5.56 | ||||||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 98 | ||||||||||||||
Ordinary shares | Public Stock Offering | |||||||||||||||
Subsequent Event | |||||||||||||||
Number of shares issued in transaction (shares) | shares | 14,285,715 | 81,927,012 | |||||||||||||
Per share price of issuance (usd per share) | $ / shares | $ 7 | $ 2 | |||||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 106.9 | $ 152.4 | |||||||||||||
Subsequent Events | |||||||||||||||
Subsequent Event | |||||||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 600 | ||||||||||||||
Subsequent Events | Ordinary shares | |||||||||||||||
Subsequent Event | |||||||||||||||
Number of shares issued in transaction (shares) | shares | 33,333,333 | ||||||||||||||
Per share price of issuance (usd per share) | $ / shares | $ 6 | ||||||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 200 | ||||||||||||||
Subsequent Events | Ordinary shares | Public Stock Offering | |||||||||||||||
Subsequent Event | |||||||||||||||
Number of shares issued in transaction (shares) | shares | 58,333,336 | ||||||||||||||
Per share price of issuance (usd per share) | $ / shares | $ 6 | ||||||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 350 | ||||||||||||||
Subsequent Events | BioNTech | |||||||||||||||
Subsequent Event | |||||||||||||||
Proceeds of issuance of ordinary shares, net of issuance costs | $ 250 | ||||||||||||||
Period to enter agreement from initial closing date (in months) | 18 months | ||||||||||||||
Period sale of stock is prohibited without registrant's approval (in months) | 6 months | ||||||||||||||
Termination of agreement, period from execution date (in years) | 3 years | ||||||||||||||
Subsequent Events | BioNTech | Ordinary shares | |||||||||||||||
Subsequent Event | |||||||||||||||
Stockholders' equity, common stock, conversion ratio (in shares) | shares | 1 | ||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.000042 | ||||||||||||||
Subsequent Events | BioNTech | |||||||||||||||
Subsequent Event | |||||||||||||||
Period to acquire beneficial ownership from execution date (in years) | 5 years | ||||||||||||||
Subsequent Events | BioNTech | Ordinary shares | |||||||||||||||
Subsequent Event | |||||||||||||||
Collaborative arrangement, rights and obligations, maximum share purchase requirement, shares (in shares) | shares | 15,000,000 | ||||||||||||||
Collaborative arrangement, rights and obligations, maximum share purchase requirement, value | $ 20 | ||||||||||||||
Beneficial ownership percentage, threshold (in percent) | 0.30 | ||||||||||||||
Subsequent Events | License And Options | BioNTech | |||||||||||||||
Subsequent Event | |||||||||||||||
Revenue, remaining performance obligation, maximum consideration, amount | $ 582 | ||||||||||||||
Liability related to future royalties and sales milestones, net | 10 | ||||||||||||||
Remaining performance obligation, variable consideration amount | 32 | ||||||||||||||
Subsequent Events | Obe-cel Product | BioNTech | |||||||||||||||
Subsequent Event | |||||||||||||||
Liability related to future royalties and sales milestones, net | 40 | ||||||||||||||
Remaining performance obligation, variable consideration amount | $ 100 |
Restatement of previous-issue_3
Restatement of previous-issued quarterly condensed consolidated financial statements (unaudited) - Balance Sheet (Details) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 £ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 £ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 £ / shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 £ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 £ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 £ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 £ / shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 £ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 26, 2018 USD ($) |
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ 239,566,000 | $ 256,415,000 | $ 307,500,000 | $ 343,027,000 | $ 382,436,000 | $ 163,053,000 | $ 216,437,000 | $ 268,558,000 | $ 310,338,000 | ||||||||||
Restricted cash | 769,000 | 434,000 | 332,000 | 328,000 | 325,000 | 315,000 | 325,000 | 334,000 | 338,000 | ||||||||||
Prepaid expenses and other current assets | 34,967,000 | 51,533,000 | 47,533,000 | 50,530,000 | 43,010,000 | 48,943,000 | 42,198,000 | 40,571,000 | |||||||||||
Total current assets | 275,302,000 | 308,382,000 | 355,365,000 | 393,885,000 | 425,771,000 | 212,311,000 | 258,960,000 | 309,463,000 | |||||||||||
Non-current assets: | |||||||||||||||||||
Property and equipment, net | 34,862,000 | 34,637,000 | 36,857,000 | 34,667,000 | 35,209,000 | 32,474,000 | 33,794,000 | 31,017,000 | |||||||||||
Prepaid expenses and other non-current assets | 380,000 | 136,000 | 295,000 | 465,000 | 2,176,000 | 1,718,000 | 1,888,000 | 2,119,000 | |||||||||||
Operating lease right-of-use assets, net | 60,791,000 | 59,403,000 | 54,251,000 | 26,861,000 | 23,210,000 | 13,235,000 | 15,230,000 | 17,366,000 | |||||||||||
Long-term deposits | 983,000 | 943,000 | 1,864,000 | 1,821,000 | 1,832,000 | 1,688,000 | 1,835,000 | 1,983,000 | |||||||||||
Deferred tax asset | 3,063,000 | 2,597,000 | 2,360,000 | 2,272,000 | 2,076,000 | 2,396,000 | 2,244,000 | 2,000,000 | |||||||||||
Intangible assets, net | 0 | 0 | 0 | 8,000 | 25,000 | 46,000 | |||||||||||||
Total assets | 375,381,000 | 406,098,000 | 450,992,000 | 459,971,000 | 490,274,000 | 263,830,000 | 313,976,000 | 363,994,000 | |||||||||||
Current liabilities: | |||||||||||||||||||
Accounts payable | 103,000 | 661,000 | 3,878,000 | 353,000 | 531,000 | 334,000 | 162,000 | 153,000 | |||||||||||
Accrued expenses and other liabilities | 39,581,000 | 31,388,000 | 30,954,000 | 34,463,000 | 40,797,000 | 34,669,000 | 31,360,000 | 24,513,000 | |||||||||||
Operating lease liabilities, current | 5,053,000 | 5,491,000 | 6,231,000 | 4,821,000 | 5,038,000 | 3,815,000 | 3,995,000 | 4,174,000 | |||||||||||
Total current liabilities | 44,737,000 | 37,540,000 | 41,063,000 | 39,637,000 | 46,366,000 | 38,818,000 | 35,517,000 | 28,840,000 | |||||||||||
Non-current liabilities: | |||||||||||||||||||
Operating lease liabilities, non-current | 47,914,000 | 46,967,000 | 44,707,000 | 22,495,000 | 19,218,000 | 11,310,000 | 13,208,000 | 15,081,000 | |||||||||||
Liability related to future royalties and sales milestones, net | 170,899,000 | 140,778,000 | 135,764,000 | 130,805,000 | 125,900,000 | 52,443,000 | 50,615,000 | 48,806,000 | |||||||||||
Other long-term payables | 357,000 | 295,000 | 122,000 | 114,000 | 116,000 | 105,000 | 115,000 | 124,000 | |||||||||||
Total liabilities | 263,907,000 | 225,580,000 | 221,656,000 | 193,051,000 | 191,600,000 | 102,676,000 | 99,455,000 | 92,851,000 | |||||||||||
Commitments and contingencies | |||||||||||||||||||
Shareholders' equity: | |||||||||||||||||||
Additional paid-in capital | 1,018,902,000 | 1,015,577,000 | 1,012,709,000 | 1,010,041,000 | 1,007,625,000 | 851,824,000 | 848,370,000 | 845,448,000 | |||||||||||
Accumulated other comprehensive loss | (28,992,000) | (33,794,000) | (27,957,000) | (33,257,000) | (38,898,000) | (47,564,000) | (33,510,000) | (16,025,000) | |||||||||||
Accumulated deficit | (878,562,000) | (801,391,000) | (755,542,000) | (709,990,000) | (670,179,000) | (643,228,000) | (600,461,000) | (558,402,000) | |||||||||||
Total shareholders' equity | 111,474,000 | 180,518,000 | 229,336,000 | 266,920,000 | 298,674,000 | 161,154,000 | 214,521,000 | 271,143,000 | $ 313,320,000 | $ 210,032,000 | |||||||||
Total liabilities and shareholders' equity | 375,381,000 | 406,098,000 | 450,992,000 | 459,971,000 | 490,274,000 | 263,830,000 | 313,976,000 | 363,994,000 | |||||||||||
Ordinary shares | |||||||||||||||||||
Shareholders' equity: | |||||||||||||||||||
Ordinary and Deferred shares | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 8,000 | $ 4,000 | $ 4,000 | $ 4,000 | |||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | $ 0.000042 | |||||||||||
Common stock, shares authorized (shares) | shares | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 290,909,783 | 200,000,000 | |||||||||||
Common stock, shares, issued (shares) | shares | 174,101,361 | 173,936,794 | 173,680,872 | 173,074,510 | 173,074,510 | 91,132,356 | 90,909,783 | 90,907,941 | |||||||||||
Common stock, shares outstanding (shares) | shares | 174,101,361 | 173,936,794 | 173,680,872 | 173,074,510 | 173,074,510 | 91,132,356 | 90,909,783 | 90,907,941 | |||||||||||
Deferred Shares | |||||||||||||||||||
Shareholders' equity: | |||||||||||||||||||
Ordinary and Deferred shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 | ||||||||||
Common stock, par value (in usd per share) | £ / shares | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | £ 0.00001 | ||||||||||||
Common stock, shares authorized (shares) | shares | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | |||||||||||
Common stock, shares, issued (shares) | shares | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | |||||||||||
Common stock, shares outstanding (shares) | shares | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | 34,425 | |||||||||||
Deferred B shares | |||||||||||||||||||
Shareholders' equity: | |||||||||||||||||||
Ordinary and Deferred shares | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | 118,000 | ||||||||||
Common stock, par value (in usd per share) | £ / shares | 0.00099 | 0.00099 | 0.00099 | 0.00099 | 0.00099 | 0.00099 | £ 0.00099 | 0.00099 | |||||||||||
Common stock, shares authorized (shares) | shares | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||||||||||||
Common stock, shares, issued (shares) | shares | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||||||||||||
Common stock, shares outstanding (shares) | shares | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | 88,893,548 | ||||||||||||
Deferred C shares | |||||||||||||||||||
Shareholders' equity: | |||||||||||||||||||
Ordinary and Deferred shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 | ||||||||||
Common stock, par value (in usd per share) | £ / shares | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | £ 0.000008 | |||||||||||
Common stock, shares authorized (shares) | shares | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||
Common stock, shares, issued (shares) | shares | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||
Common stock, shares outstanding (shares) | shares | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
Restatement of previous-issue_4
Restatement of previous-issued quarterly condensed consolidated financial statements (unaudited) - Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | |||||||||
Research and development | $ (32,318,000) | $ (33,232,000) | $ (27,388,000) | $ (31,485,000) | $ (30,794,000) | $ (28,365,000) | $ (130,481,000) | $ (117,354,000) | $ (110,839,000) |
General and administrative | (10,611,000) | (11,122,000) | (9,284,000) | (8,231,000) | (8,269,000) | (7,987,000) | (46,745,000) | (31,899,000) | (31,865,000) |
Loss on disposal of property and equipment | (382,000) | (23,000) | (3,768,000) | 0 | 0 | 0 | (3,791,000) | (515,000) | (676,000) |
Total operating expenses, net | (42,905,000) | (44,377,000) | (39,148,000) | (37,347,000) | (39,063,000) | (36,186,000) | (179,701,000) | (143,408,000) | (141,050,000) |
Other income (expense): | |||||||||
Other income (expense), net | (1,597,000) | 482,000 | 782,000 | (3,740,000) | (1,331,000) | 860,000 | 2,861,000 | 2,038,000 | (145,000) |
Interest income | 3,646,000 | 3,403,000 | 3,446,000 | 165,000 | 89,000 | 28,000 | 13,505,000 | 1,708,000 | 262,000 |
Interest expense | (5,014,000) | (5,020,000) | (4,905,000) | (1,850,000) | (1,810,000) | (1,790,000) | (45,067,000) | (8,905,000) | (1,105,000) |
Total other expenses, net | (2,965,000) | (1,135,000) | (677,000) | (5,425,000) | (3,052,000) | (902,000) | (28,701,000) | (5,159,000) | (988,000) |
Net loss before income tax | (45,870,000) | (45,512,000) | (39,825,000) | (42,772,000) | (42,115,000) | (37,088,000) | (208,402,000) | (148,567,000) | (142,038,000) |
Income tax benefit (expense) | 21,000 | (40,000) | 14,000 | 5,000 | 56,000 | 26,000 | 19,500 | (272,000) | (58,000) |
Net loss attributable to ordinary shareholders | (45,849,000) | (45,552,000) | (39,811,000) | (42,767,000) | (42,059,000) | (37,062,000) | (208,383,000) | (148,839,000) | (142,096,000) |
Other comprehensive income (loss): | |||||||||
Foreign currency exchange translation adjustment | (5,837,000) | 5,300,000 | 5,641,000 | (14,054,000) | (17,485,000) | (7,455,000) | 9,906,000 | (30,328,000) | (2,709,000) |
Total comprehensive loss | $ (51,686,000) | $ (40,252,000) | $ (34,170,000) | $ (56,821,000) | $ (59,544,000) | $ (44,517,000) | $ (198,477,000) | $ (179,167,000) | $ (144,805,000) |
Basic net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
Diluted net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.20) | $ (1.57) | $ (1.97) |
Weighted-average basic ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | 173,941,926 | 94,993,400 | 72,084,078 |
Weighted-average diluted ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | 173,941,926 | 94,993,400 | 72,084,078 |
As previously Reported | |||||||||
Operating expenses: | |||||||||
Research and development | $ (37,237,000) | $ (36,742,000) | $ (31,344,000) | $ (37,632,000) | $ (38,212,000) | $ (33,963,000) | $ (141,992,000) | $ (134,789,000) | |
General and administrative | (10,611,000) | (11,122,000) | (9,284,000) | (8,231,000) | (8,269,000) | (7,987,000) | |||
Loss on disposal of property and equipment | (382,000) | (23,000) | (3,768,000) | 0 | 0 | 0 | |||
Total operating expenses, net | (47,824,000) | (47,887,000) | (43,104,000) | (43,494,000) | (46,481,000) | (41,784,000) | (168,046,000) | (165,000,000) | |
Other income (expense): | |||||||||
Other income (expense), net | (1,597,000) | 482,000 | 782,000 | (3,740,000) | (1,331,000) | 860,000 | |||
Interest income | 3,646,000 | 3,403,000 | 3,446,000 | 165,000 | 89,000 | 28,000 | |||
Interest expense | (5,014,000) | (5,020,000) | (4,905,000) | (1,850,000) | (1,810,000) | (1,790,000) | |||
Total other expenses, net | (2,965,000) | (1,135,000) | (677,000) | (5,425,000) | (3,052,000) | (902,000) | |||
Net loss before income tax | (50,789,000) | (49,022,000) | (43,781,000) | (48,919,000) | (49,533,000) | (42,686,000) | |||
Income tax benefit (expense) | 4,940,000 | 3,470,000 | 3,970,000 | 6,152,000 | 7,474,000 | 5,624,000 | $ 24,366,000 | $ 23,892,000 | |
Net loss attributable to ordinary shareholders | (45,849,000) | (45,552,000) | (39,811,000) | (42,767,000) | (42,059,000) | (37,062,000) | |||
Other comprehensive income (loss): | |||||||||
Foreign currency exchange translation adjustment | (5,837,000) | 5,300,000 | 5,641,000 | (14,054,000) | (17,485,000) | (7,455,000) | |||
Total comprehensive loss | $ (51,686,000) | $ (40,252,000) | $ (34,170,000) | $ (56,821,000) | $ (59,544,000) | $ (44,517,000) | |||
Basic net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.57) | $ (1.97) | |
Diluted net loss per ordinary share (in usd per share) | $ (0.26) | $ (0.26) | $ (0.23) | $ (0.47) | $ (0.46) | $ (0.41) | $ (1.57) | $ (1.97) | |
Weighted-average basic ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | |||
Weighted-average diluted ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | |||
Restatement adjustments | |||||||||
Operating expenses: | |||||||||
Research and development | $ 4,919,000 | $ 3,510,000 | $ 3,956,000 | $ 6,147,000 | $ 7,418,000 | $ 5,598,000 | $ 24,638,000 | $ 23,950,000 | |
General and administrative | |||||||||
Loss on disposal of property and equipment | |||||||||
Total operating expenses, net | 4,919,000 | 3,510,000 | 3,956,000 | 6,147,000 | 7,418,000 | 5,598,000 | (24,638,000) | (23,950,000) | |
Other income (expense): | |||||||||
Other income (expense), net | |||||||||
Interest income | |||||||||
Interest expense | |||||||||
Total other expenses, net | 0 | 0 | 0 | 0 | 0 | 0 | |||
Net loss before income tax | 4,919,000 | 3,510,000 | 3,956,000 | 6,147,000 | 7,418,000 | 5,598,000 | |||
Income tax benefit (expense) | (4,919,000) | (3,510,000) | (3,956,000) | (6,147,000) | (7,418,000) | (5,598,000) | $ (24,638,000) | $ (23,950,000) | |
Net loss attributable to ordinary shareholders | 0 | 0 | 0 | 0 | 0 | 0 | |||
Other comprehensive income (loss): | |||||||||
Foreign currency exchange translation adjustment | |||||||||
Total comprehensive loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Basic net loss per ordinary share (in usd per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Diluted net loss per ordinary share (in usd per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Weighted-average basic ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | |||
Weighted-average diluted ordinary shares (in shares) | 173,984,101 | 173,860,491 | 173,825,825 | 91,240,801 | 90,931,964 | 90,914,175 | |||
Grant | |||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 166,000 | $ 0 | $ 166,000 | $ 823,000 |
Grant | As previously Reported | |||||||||
Revenues | 0 | 0 | 0 | 0 | 0 | 166,000 | |||
Grant | Restatement adjustments | |||||||||
Revenues | |||||||||
License | |||||||||
Revenues | 406,000 | 0 | 1,292,000 | 2,369,000 | 0 | 0 | $ 1,698,000 | $ 6,194,000 | $ 1,507,000 |
License | As previously Reported | |||||||||
Revenues | 406,000 | 0 | 1,292,000 | 2,369,000 | 0 | 0 | |||
License | Restatement adjustments | |||||||||
Revenues |