Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 08, 2022 | Jun. 30, 2021 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38520 | ||
Entity Registrant Name | MEIRAGTX HOLDINGS PLC | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1448305 | ||
Entity Address, Address Line One | 450 East 29th Street | ||
Entity Address, Address Line Two | 14th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10016 | ||
City Area Code | 646 | ||
Local Phone Number | 860-7985 | ||
Title of 12(b) Security | Ordinary Shares, $0.00003881 par value per share | ||
Trading Symbol | MGTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 458,612,481 | ||
Entity Common Stock, Shares Outstanding | 44,677,614 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Jericho, New York | ||
Entity Central Index Key | 0001735438 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 137,703 | $ 209,520 |
Accounts receivable - related party | 22,384 | 38,479 |
Prepaid expenses | 8,102 | 7,082 |
Tax incentive receivable | 12,634 | 12,930 |
Other current assets | 2,420 | 4,565 |
Total Current Assets | 183,243 | 272,576 |
Property, plant and equipment, net | 75,860 | 44,042 |
Intangible assets, net | 1,791 | 2,119 |
In-process research and development | 783 | 852 |
Other assets | 1,404 | 1,026 |
Equity method and other investments | 6,656 | |
Right-of-use assets - operating leases, net | 22,782 | 21,486 |
Right-of-use assets - finance leases, net | 27,645 | 21,596 |
TOTAL ASSETS | 320,164 | 363,697 |
CURRENT LIABILITIES: | ||
Accounts payable | 15,348 | 7,134 |
Accrued expenses | 27,586 | 20,861 |
Lease obligations, current | 3,374 | 2,583 |
Deferred revenue - related party, current | 21,820 | 23,545 |
Other current liabilities | 24 | |
Total Current Liabilities | 68,128 | 54,147 |
Deferred revenue - related party | 43,046 | 49,297 |
Lease obligations | 20,359 | 19,666 |
Asset retirement obligations | 2,081 | 1,814 |
Deferred income tax liability | 196 | 214 |
Other long-term liabilities | 953 | |
TOTAL LIABILITIES | 134,763 | 125,138 |
COMMITMENTS (Note 14) | ||
SHAREHOLDERS' EQUITY: | ||
Ordinary Shares, $0.00003881 par value, 1,288,327,750 authorized, 44,548,925 and 44,189,150 shares issued and outstanding at December 31, 2021 and 2020, respectively | 2 | 2 |
Capital in excess of par value | 528,659 | 504,482 |
Accumulated other comprehensive loss | (2,671) | (4,897) |
Accumulated deficit | (340,589) | (261,028) |
Total Shareholders' Equity | 185,401 | 238,559 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 320,164 | $ 363,697 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00003881 | $ 0.00003881 |
Common stock, shares authorized | 1,288,327,750 | 1,288,327,750 |
Common stock, shares issued | 44,548,925 | 44,189,150 |
Common stock, shares outstanding | 44,548,925 | 44,189,150 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
License revenue - related party | $ 37,701 | $ 15,563 |
Operating expenses: | ||
General and administrative | 43,765 | 44,207 |
Research and development | 67,128 | 33,910 |
Total operating expenses | 110,893 | 78,117 |
Loss from operations | (73,192) | (62,554) |
Other non-operating income (expense): | ||
Foreign currency (loss) gain | (6,293) | 3,426 |
Interest income | 212 | 1,275 |
Interest expense | (288) | (139) |
Net loss | (79,561) | (57,992) |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | 2,226 | (3,103) |
Total comprehensive loss | (77,335) | (61,095) |
Net loss | $ (79,561) | $ (57,992) |
Basic net loss per ordinary share | $ (1.80) | $ (1.54) |
Diluted net loss per ordinary share | $ (1.80) | $ (1.54) |
Weighted-average number of ordinary shares outstanding, basic | 44,139,655 | 37,724,189 |
Weighted-average number of ordinary shares outstanding, diluted | 44,139,655 | 37,724,189 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary Shares [Member]Public Placement [Member] | Ordinary Shares [Member]At-the-market offering [Member] | Ordinary Shares [Member]Visiogene License Agreement | Ordinary Shares [Member]Vector Neurosciences Acquisition [Member] | Ordinary Shares [Member]Acquisition of Bullseye Therapeutics Inc [Member] | Ordinary Shares [Member] | Capital in Excess of Par Value [Member]Public Placement [Member] | Capital in Excess of Par Value [Member]At-the-market offering [Member] | Capital in Excess of Par Value [Member]Visiogene License Agreement | Capital in Excess of Par Value [Member]Vector Neurosciences Acquisition [Member] | Capital in Excess of Par Value [Member]Acquisition of Bullseye Therapeutics Inc [Member] | Capital in Excess of Par Value [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Public Placement [Member] | At-the-market offering [Member] | Visiogene License Agreement | Vector Neurosciences Acquisition [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 1 | $ 395,630 | $ (1,794) | $ (203,036) | $ 190,801 | |||||||||||||||
Beginning Balance, Shares at Dec. 31, 2019 | 36,791,906 | |||||||||||||||||||
Exercise of share options | 841 | $ 841 | ||||||||||||||||||
Exercise of share options, shares | 109,296 | 109,296 | ||||||||||||||||||
Share-based compensation | 18,417 | $ 18,417 | ||||||||||||||||||
Issuance of shares in connection with asset acquisitions | $ 7,685 | $ 7,685 | ||||||||||||||||||
Issuance of shares in connection with asset acquisitions, shares | 544,500 | |||||||||||||||||||
Other comprehensive income (loss) | (3,103) | (3,103) | ||||||||||||||||||
Issuance of shares, net of issuance costs | $ 1 | $ 69,252 | $ 12,657 | $ 69,253 | $ 12,657 | |||||||||||||||
Issuance of shares, net of issuance costs, shares | 5,750,000 | 993,448 | ||||||||||||||||||
Net loss | (57,992) | (57,992) | ||||||||||||||||||
Balance at Dec. 31, 2020 | $ 2 | 504,482 | (4,897) | (261,028) | 238,559 | |||||||||||||||
Balance, Shares at Dec. 31, 2020 | 44,189,150 | |||||||||||||||||||
Exercise of share options | 1,709 | $ 1,709 | ||||||||||||||||||
Exercise of share options, shares | 186,638 | 186,638 | ||||||||||||||||||
Share-based compensation | 20,784 | $ 20,784 | ||||||||||||||||||
Issuance of shares in connection with equity method and other investments | $ 1,165 | $ 1,165 | ||||||||||||||||||
Issuance of shares in connection with equity method and other investments, shares | 75,000 | |||||||||||||||||||
Issuance of shares in connection with asset acquisitions | $ 519 | $ 519 | ||||||||||||||||||
Issuance of shares in connection with asset acquisitions, shares | 98,137 | |||||||||||||||||||
Other comprehensive income (loss) | 2,226 | 2,226 | ||||||||||||||||||
Net loss | (79,561) | (79,561) | ||||||||||||||||||
Balance at Dec. 31, 2021 | $ 2 | $ 528,659 | $ (2,671) | $ (340,589) | $ 185,401 | |||||||||||||||
Balance, Shares at Dec. 31, 2021 | 44,548,925 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Stock issuance costs | $ 5,141 |
Public Placement [Member] | |
Stock issuance costs | 4,635 |
Public and Private Placements [Member] | |
Stock issuance costs | $ 506 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (79,561) | $ (57,992) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 20,784 | 18,417 |
Foreign currency loss (gain) | 6,293 | (3,426) |
Depreciation and amortization | 7,873 | 4,172 |
Net change in right-of-use assets and liabilities | 161 | (387) |
Loss on disposal of equipment, furniture and fixtures | 56 | 213 |
Gain on termination of lease liability | (144) | |
Loss on equity method investment | 9 | |
Amortization of interest on asset retirement obligations | 148 | 136 |
Issuance of shares in connection with license agreement | 976 | |
Issuance of shares in connection with asset acquisition | 1,020 | 7,685 |
Fair value adjustment | 434 | |
(Increase) decrease in operating assets: | ||
Accounts receivable - related party | 16,391 | (15,402) |
Prepaid expenses | (1,083) | (2,366) |
Tax incentive receivable | 310 | (715) |
Other current assets | 2,161 | (2,520) |
Other assets | (457) | 164 |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 13,347 | 1,566 |
Accrued expenses | 8,118 | 2,171 |
Other current liabilities | (23) | 24 |
Deferred revenue - related party | (7,487) | (15,563) |
Net cash used in operating activities | (10,530) | (63,967) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (46,351) | (20,924) |
Payment for right-of-use asset | (8,866) | (13,968) |
Purchase of intangible asset | (2,128) | |
Equity method and other investments | (6,500) | |
Net cash used in investing activities | (61,717) | (37,020) |
Cash flows from financing activities: | ||
Payments on lease obligations - financing leases | (1) | (23) |
Exercise of share options | 1,709 | 841 |
Proceeds from the issuance of ordinary shares | 87,051 | |
Issuance costs in connection with ordinary shares | (5,141) | |
Net cash provided by financing activities | 1,708 | 82,728 |
Net decrease in cash and cash equivalents | (70,539) | (18,259) |
Effect of exchange rate changes on cash | (1,278) | 422 |
Cash and cash equivalents at beginning of year | 209,520 | 227,357 |
Cash and cash equivalents at end of year | 137,703 | 209,520 |
Supplemental disclosure of non-cash transactions: | ||
Issuance of shares in connection with equity method and other investments | 1,165 | |
Fixed asset acquisition included in accounts payable and accrued expenses at end of year | 7,178 | 1,615 |
Right-of-use assets obtained in exchange for lease liabilities | 4,424 | 1,889 |
Asset retirement obligations in connection with leases | 120 | |
Issuance of shares in connection with asset acquisition | 519 | 7,685 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 139 | $ 3 |
Principal Business Activity
Principal Business Activity | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principal Business Activity | 1. Principal Business Activity The Company MeiraGTx Holdings plc and subsidiaries (the “Company” or “Meira Holdings”), an exempted company incorporated under the laws of the Cayman Islands, is a vertically integrated, clinical stage gene therapy company with six programs in clinical development and a broad pipeline of preclinical and research programs. The Company has core capabilities in viral vector design and optimization and gene therapy manufacturing, as well as a potentially transformative gene regulation technology. Led by an experienced management team, the Company has taken a portfolio approach by licensing, acquiring and developing technologies that give depth across both product candidates and indications. The Company’s initial focus is on three distinct areas of unmet medical need: ocular diseases, including inherited retinal diseases as well as large degenerative ocular diseases, neurodegenerative diseases and severe forms of xerostomia. Though initially focusing on the eye, central nervous system and salivary gland, the Company intends to expand its focus in the future to develop additional gene therapy treatments for patients suffering from a range of serious diseases. The Company also owns and operates a current good manufacturing practices, or cGMP, multi-product, multi-viral vector manufacturing facility in London, United Kingdom (“UK”), which includes fill and finish capabilities and can supply the Company’s clinical and potential commercial material. Additionally, on August 4, 2020, the Company entered into agreements to acquire the buildings for its second cGMP viral vector manufacturing facility and its first cGMP plasmid and DNA production facility in Shannon, Ireland to expand its manufacturing and supply chain capabilities. The Company closed on the acquisition of the first building in August 2020 and closed on the acquisition of the second building in January 2021. Acquisitions On October 4, 2021, the Company acquired Bullseye Therapeutics, Inc. (“Bullseye”), a company engaged in developing mechanisms to deliver retinal drugs and gene therapies to the eye. Bullseye was renamed MeiraGTx Therapeutics, Inc. On April 9, 2020, the Company acquired Emrys Bio Inc. (“Emrys”), a pre-clinical biopharmaceutical company developing brain-derived neurotrophic factor gene therapy for treatment of genetic obesity disorders, as well as the development of gene therapy product candidates for other central nervous system diseases. Emrys was renamed MeiraGTx Bio, Inc. These acquisitions are part of the Company’s continuing efforts to expand its focus to develop additional gene therapy treatments for patients suffering from a range of serious diseases. (See Note 3 for additional information). Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Liquidity The Company has not yet achieved profitable operations. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of the Company’s product candidates will require significant additional financing. The Company’s accumulated deficit at December 31, 2021 totaled $340.6 million, and management expects to incur substantial losses in future periods. The success of the Company is subject to certain risks and uncertainties, including among others, uncertainty of product development; competition in the Company’s field of use; uncertainty of capital availability; uncertainty in the Company’s ability to enter into agreements with collaborative partners; expanding and protecting the Company’s intellectual property portfolio; dependence on third parties; dependence on key personnel; the COVID-19 pandemic and mitigation measures. For the year ended December 31, 2021, the Company used $10.5 million in cash flows from operations and there are no assurances that the Company will generate positive cash flows in the future. Additionally, there are no assurances that the Company will be successful in obtaining an adequate level of financing for the development and commercialization of its product candidates. As of December 31, 2021, the Company had cash and cash equivalents in the amount of $137.7 million, which consisted of depository and money market accounts. On January 30, 2019, the Company entered into a collaboration, option and license agreement with Janssen Pharmaceuticals, Inc. (“Janssen”), one of the Janssen Pharmaceuticals Companies of Johnson & Johnson (the “Collaboration Agreement”), for the research, development and commercialization of gene therapies for the treatment of inherited retinal diseases (“IRD”). Under the terms of the Collaboration Agreement, the Company received an upfront payment of $100.0 million in March 2019 and a $30.0 million milestone payment in December 2021. The Company also receives funding for certain research, manufacturing, clinical development and commercialization costs, potential additional milestone payments upon the achievement of such milestones and royalties on future net sales of products. The Company estimates that its cash and cash equivalents on hand and accounts receivable – related party at December 31, 2021 will be sufficient to cover its expenses for at least the next twelve months from the date of issuance of these consolidated financial statements. Risks and Uncertainties The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. There are also many uncertainties regarding the pandemic caused by the novel coronavirus, or COVID-19, and the Company continues to monitor the impact of the pandemic on all aspects of its business, including how the pandemic will impact its financial condition, liquidity, operations, clinical studies, employees, vendors, and industry. While the pandemic did not materially affect the Company's financial results and business operations in the year ended December 31, 2021 and 2020, the Company is unable to predict the impact that COVID-19 will have on its financial position and operating results in future periods due to numerous uncertainties. The Company will continue to assess the evolving impact of the COVID-19 pandemic and will make adjustments to its operations as necessary. The Company’s capital resources and operations to date have been funded primarily with the proceeds from the Collaboration Agreement and private and public equity offerings. In the future, the Company may seek to raise additional capital through equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or other sources to enable it to complete the development and potential commercialization of its product candidates. The COVID-19 outbreak and mitigation measures also have had, and may continue to have, an adverse impact on global economic conditions, which could have an adverse effect on the Company’s ability to raise capital when needed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Consolidation The accompanying consolidated financial statements include the accounts of Meira Holdings and its wholly owned subsidiaries: MeiraGTx Limited, a limited company incorporated under the laws of England and Wales; MeiraGTx, LLC, a Delaware limited liability company (“Meira LLC”); MeiraGTx UK II Limited, a limited company incorporated under the laws of England and Wales (“Meira UK II”); MeiraGTx Ireland DAC, a designated activity company incorporated under the laws of Ireland (“Meira Ireland”); MeiraGTx Netherlands B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira Netherlands”); MeiraGTx Belgium, a private company with limited liability incorporated under the laws of Belgium (“Meira Belgium”); BRI-Alzan, Inc., a Delaware corporation (“BRI-Alzan”); MeiraGTx Bio Inc., a Delaware corporation (“Meira Bio”); MeiraGTx B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira B.V.”); MeiraGTx Neurosciences, Inc., a Delaware corporation (“Meira Neuro”); MeiraGTx Therapeutics, Inc., a Delaware corporation (“Meira Therapeutics”); and MeiraGTx UK Limited, a limited company incorporated under the laws of England and Wales (“Meira UK”). All intercompany balances and transactions between the consolidated companies have been eliminated in consolidation. Use of Estimates Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these consolidated financial statements, management used significant estimates in the following areas, among others: collaboration revenue, the accounting for research and development costs, share-based compensation, leases, asset retirement obligations and tax incentive receivable. Additionally, the Company has made estimates of the impact of the COVID-19 pandemic within the consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist of checking and money market accounts that are readily convertible into cash. Financial Instruments The carrying value of accounts receivable-related party, tax incentive receivable, other current assets, and accounts payable reported in the consolidated balance sheets equal or approximate fair value due to their short maturities. Tax Incentive Receivable Meira UK II is eligible to participate in a UK research and development tax incentive programs under which it is eligible to receive a cash refund from Her Majesty’s Revenue & Customs (“HMRC”) for a percentage of the qualified research and development costs expended by Meira UK II under the small and medium sized enterprises (“SME”) program and the research and development expenditures credit (“RDEC”) program. The SME cash refund is available to companies with less than 500 employees and annual aggregate revenue of less than 100.0 million euro or total aggregate assets less than 86.0 million euro during the reimbursable period. The Company’s estimate of the amount of cash refund it expects to receive related to the SME and RDEC programs is included in tax incentive receivable in the accompanying consolidated balance sheets and such amounts are recorded as a reduction of research and development expense in the statements of operations. During the years ended December 31, 2021 and 2020, the Company recorded reductions to research and development expenses of $5.4 million and $5.3 million, respectively. In addition, the Company incurs Value Added Tax (“VAT”) on services provided by UK and EU vendors, which it is entitled to reclaim. The Company’s estimate of the amount of cash refund it expects to receive related to VAT was $1.9 million and $4.0 million as of December 31, 2021 and 2020, respectively, which is included in other current assets in the accompanying consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk. The Company follows ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1: Observable inputs such as quoted prices in active markets for identical assets the reporting entity has the ability to access as of the measurement date; ● Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The table below represents the values of the Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis (in thousands): Fair Value Measurement Using: Significant Significant Other Significant December 31, Observable Inputs Observable Inputs Unobservable Description 2021 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 66,585 $ 66,585 $ — $ — Other long-term liabilities $ 953 $ 953 $ — $ — Fair Value Measurement Using: Significant Significant Other Significant December 31, Observable Inputs Observable Inputs Unobservable Description 2020 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 186,938 $ 186,938 $ — 0 — Equity Method and Other Investments The Company accounts for equity investments under the equity method of accounting when the requirements for consolidation are not met, and the Company has significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss and cash contributions and distributions and are included in equity method and other investments in the accompanying consolidated balance sheets. Equity investments that do not result in consolidation and are not accounted for under the equity method are measured at fair value, with any changes in fair value recognized in net income (loss). For any such investments that do not have readily determinable fair values, the Company elects the measurement alternative to measure the investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. Concentrations of Credit Risk The Company maintains its cash and cash equivalents primarily in depository and money market accounts within two large financial institutions in the United States and one large financial institution in the United Kingdom and Ireland. Cash balances deposited at these major financial banking institutions exceed the insured limit. The Company has not experienced any losses on its bank deposits and believes these deposits do not expose the Company to any significant credit risk. Intangible Assets Intangible assets consist of purchased rights to licensed technology as it relates to the Company’s manufacturing processes and has future alternative use in the Company’s operations. The licensed technology is being amortized on a straight-line basis over Property, Plant and Equipment, Net Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the lesser of their useful lives or the life of the lease (see Note 6). The estimated useful lives of the asset categories are as follows: Asset Category Useful Lives Computer and office equipment 3 years Laboratory equipment 5 years Manufacturing equipment 7 years Furniture and fixtures 5 years Leasehold improvements lesser of useful life or remaining term of lease Expenditures for leasehold improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. ASC Topic 360, Property, Plant and Equipment Leases The Company accounts for leases in accordance with ASC 842. The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the Company has the right to control the use of the identified asset. The Company accounts for the lease and non-lease components as a single lease component. From time to time the Company enters into direct financing lease arrangements that include a lessee obligation to purchase the leased asset at the end of the lease term, a bargain purchase option, or provides for minimum lease payments with a present value of 90% or more of the fair value of the leased asset at the date of lease inception. Operating leases where the Company is the lessee are included in right-of-use (“ROU”) assets and lease obligations are included on the Company’s consolidated balance sheets. The lease obligations are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date and subsequent reporting periods. Finance leases where the Company is the lessee are included in ROU assets – finance leases, net and lease obligations on the Company’s consolidated balance sheets. The lease obligations are initially measured in the same manner as for operating leases and are subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determined (1) the discount rate used to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company’s leases where it is the lessee do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company uses the implicit rate when readily determinable. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that is reasonably certain to be exercised, or an option to extend (or not to terminate) the lease controlled by the lessor. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, minus any accrued lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset, or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. The Company has elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less at lease commencement. Lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term. Asset Retirement Obligations Accounting for asset retirement obligations requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part of the related long-lived asset. In the absence of quoted market prices, the Company estimates the fair value of its asset retirement obligations using Level 3 present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit-adjusted risk-free rate of . Asset retirement obligations currently reported on the Company’s consolidated balance sheets were measured during a period of historically low interest rates. The impact on measurements of new asset retirement obligations using different rates in the future may be significant. The Company uses estimates to determine the asset retirement obligations at the end of the lease term and discounts such asset retirement obligations using an estimated discount rate. Interest on the discounted asset retirement obligation is amortized over the term of the lease using the effective interest method and is recorded as interest expense in the consolidated statements of operations and comprehensive loss. The change in asset retirement obligations is as follows (in thousands): For the Years Ended December 31, 2021 2020 Balance at beginning of period $ 1,814 $ 1,655 Additional asset retirement obligations during the period 120 — Amortization of interest 148 136 Effects of exchange rate (1) 23 Balance at end of period $ 2,081 $ 1,814 Share-Based Compensation Expense Options The Company grants share options to employees, non-employee members of the Company’s board of directors and non-employee consultants as compensation for services performed. Employee and non-employee members of the board of directors’ awards of share-based compensation are accounted for in accordance with ASC 718, Compensation Stock Compensation, . Using this model, fair value is calculated based on assumptions with respect to (i) the fair value of the Company’s ordinary shares on the grant date; (ii) expected volatility of the Company’s ordinary share price, (iii) the periods of time over which the optionees are expected to hold their options prior to exercise (expected term), (iv) expected dividend yield on the Company’s ordinary shares, and (v) risk-free interest rates. As there had been no public market for the Company’s ordinary shares until the Company’s initial public offering (“IPO”) on June 7, 2018, the estimated fair value of the ordinary shares until that time had been determined by the Company’s board of directors as of the date of each option grant, with input from management, considering the most recently available third-party valuations of ordinary shares and the board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used different assumptions or estimates, the fair value of its ordinary shares and its share-based compensation expense could have been materially different. The fair value of ordinary shares after the Company’s IPO was determined based upon the closing share price on the date of grant. Since the Company’s ordinary shares had not been traded on a public exchange prior to the Company’s IPO and have only been traded on a public exchange for a short period of time since the Company’s IPO, the Company believes that it does not have sufficient company-specific information available to determine the expected term based on its historical data. As a result, the expected term of share options granted to the optionees is determined using the average of the vesting period and contractual life of the option, an accepted method for the Company’s option grants under the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin No. 107 and No. 110, Share-Based Payment. Similarly, the Company believes that its future volatility could differ materially during the expected term from the volatility that would be calculated from its historical share prices to date. Consequently, expected volatility is based on an analysis of guideline companies in accordance with ASC 718. The expected dividend yield is zero as the Company has never paid dividends and does not currently anticipate paying any in the foreseeable future. Risk-free interest rates are based on quoted U.S. Treasury rates for securities with maturities approximating the option’s expected term. Restricted Shares In connection with certain employment, service and research agreements, the Company has granted restricted ordinary shares as compensation. The ordinary shares are recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. Compensation cost relating to share grants with service-based graded vesting schedules is recognized based on the vesting schedule. Restricted Share Units The Company grants restricted share units (“RSUs”) to employees, non-employee members of the Company’s board of directors and non-employee consultants as compensation for services performed. Awards of RSUs are accounted for in accordance with ASC 718, Compensation Stock Compensation, . Collaboration Arrangements The Company evaluates its collaborative arrangements pursuant to ASC 808, Collaborative Arrangements Revenue from Contracts with Customers ASC 808 does not address recognition or measurement matters related to collaborative arrangements. Payments between participants pursuant to a collaborative arrangement that are within the scope of other authoritative accounting literature on income statement classification are accounted for using the relevant provisions of that literature. If the payments are not within the scope of other authoritative accounting literature, the income statement classification for the payments is based on an analogy to authoritative accounting literature or if there is no appropriate analogy, a reasonable, rational and consistently applied accounting policy election. Payments received from a collaboration partner to which this policy applies may include upfront payments in respect of a license of intellectual property, development and commercialization-based milestones, and royalties. Refer to the discussion in Note 12 for further information related to the accounting for the Collaboration Agreement. Revenue Recognition Arrangements with collaborators may include licenses to intellectual property, research and development services, manufacturing services for clinical and commercial supply, and participation on joint steering committees. The Company evaluates the promised goods or services to determine which promises, or group of promises, represent performance obligations. In contemplation of whether a promised good or service meets the criteria required of a performance obligation, the Company considers the stage of development of the underlying intellectual property, the capabilities and expertise of the customer relative to the underlying intellectual property, and whether the promised goods or services are integral to or dependent on other promises in the contract. When accounting for an arrangement that contains multiple performance obligations, the Company must develop judgmental assumptions, which may include market conditions, reimbursement rates for personnel costs, development timelines and probabilities of regulatory success to determine the stand-alone selling price for each performance obligation identified in the contract. When the Company concludes that a contract should be accounted for as a combined performance obligation and recognized over time, the Company must then determine the period over which revenue should be recognized and the method by which to measure revenue. The Company generally recognizes revenue using a cost-based input method. The Collaboration Agreement with Janssen is accounted for under ASC 808, however, as ASC 808 does not address recognition or measurement matters such as determining the appropriate unit of accounting or when the recognition criteria are met, the Company accounts for the consideration received from Janssen in accordance with ASC 606. In accordance with ASC 606, the Company recognizes revenue when its customer or collaborator obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to the performance obligations within the contract; and v. recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be by analogy within the scope of ASC 606, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements typically consist of a license to the Company’s intellectual property and research, development and manufacturing services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation. The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed 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 Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded as deferred revenue. Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s consolidated balance sheet. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – related party, current. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – related party. The Company’s collaboration revenue arrangements include the following: Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when 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 obligation to determine whether the combined performance obligation is 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, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of an agreement that includes research and development milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price. The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most likely amount approach. The Company primarily uses the most likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome. Then, the Company considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty.) The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances. Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales. Research and Development Services: The Company is incurring research and development costs, with Janssen responsible for up to 100% of the costs, depending on the type of research and development services being performed. The Company records costs associated with the development activities as research and development expenses in the consolidated statement of operations and comprehensive loss consistent with ASC 730, Research and Development Research and Development Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel of the Company’s research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical and preclinical studies and for the drug product for the clinical studies and preclinical activities; facilities; supplies; rent, insurance, certain legal fees, share-based compensation, depreciation, other costs associated with clinical and preclinical activities and regulatory operations and acquisition of in process research and development write-offs. Research funding under collaboration agreements and refundable research and development credits / tax credits are recorded as an offset to these costs. Costs for certain development activities, such as Company funded outside research programs, are recognized based on an evaluation of the progress to completion of specific tasks with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expenses, as the case may be. Foreign Currencies The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The financial position and results of operations of Meira UK II, Meira Ireland, Meira Netherlands, Meira Belgium and Meira B.V. are measured using the foreign subsidiaries’ local currency as the functional currency. These entities’ cash accounts holding U.S. dollars are remeasured based upon the exchange rate at the date of remeasurement with the resulting gain or loss included in the consolidated statements of operations and comprehensive loss. Expenses of such subsidiari |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Bullseye Therapeutics, Inc. On October 4, 2021 (the “Bullseye Closing Date”), the Company acquired the stock of Bullseye, a company engaged in developing mechanisms to deliver retinal drugs and gene therapies to the eye. As a result, Bullseye is a wholly-owned subsidiary of the Company and was renamed MeiraGTx Therapeutics, Inc. In connection with the acquisition of Bullseye, the consideration to Bullseye’s selling stockholders consisted of an aggregate of 80,276 of the Company’s ordinary shares of which (i) 12,040 ordinary shares were issued on the Bullseye Closing Date, (ii) 28,097 restricted ordinary shares were issued on the Bullseye Closing Date, with 50% of such restricted ordinary shares scheduled to vest on each of the first and second The Company determined this transaction represented an asset acquisition as substantially all of the value was in the intellectual property as defined by ASC 805, Business Combinations The 40,139 ordinary shares that are to be issued 18 months following the Bullseye Closing Date were recorded as a liability at a fair value of $0.5 million on the Bullseye Closing Date. At December 31, 2021, the liability was revalued to per share on December 31, 2021. The Emrys Bio Inc. On April 9, 2020 (the “Emrys Closing Date”), the Company acquired Emrys, a pre-clinical biopharmaceutical company developing brain-derived neurotrophic factor gene therapy for treatment of genetic obesity disorders, as well as the development of gene therapy product candidates for other central nervous system diseases. The Company acquired Emrys pursuant to an Agreement and Plan of Merger (the “Emrys Merger Agreement”), dated as of April 9, 2020, by and among the Company, Emrys, and EB Acquisition, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), the Emrys stockholders and the Emrys stockholder representative, pursuant to which Merger Sub was merged with and into Emrys, with Emrys being the surviving corporation (the “Emrys Merger”). As a result of the Emrys Merger, Emrys became a wholly-owned subsidiary of the Company and was renamed MeiraGTx Bio Inc. As part of the entry into the Emrys Merger Agreement, the parties to the Agreement and Plan of Merger (the “Vector Merger Agreement”), dated October 5, 2018, entered into an Amendment and Waiver to the Vector Merger Agreement by and among the Company, VN Acquisition, Inc., VN Acquisition 2, Inc., the former Vector Neurosciences Inc. (“Vector”) stockholders and the Vector stockholder representative, to terminate and waive all milestone payments payable under the Vector Merger Agreement that were otherwise required if specified regulatory milestones were met, and to terminate and waive all royalty payments that were otherwise required to be paid under the Vector Merger Agreement. Several of the selling Emrys stockholders were also stockholders of Vector. In connection with the acquisition of Emrys and the termination and waiver of the milestone and royalty payments otherwise required under the Vector Merger Agreement, the consideration to Emrys selling stockholders consisted of an aggregate of 580,000 of the Company’s ordinary shares of which (i) 232,000 ordinary shares were issued on the Emrys Closing Date, (ii) 290,000 restricted ordinary shares were issued on the Emrys Closing Date, with 50% of such restricted ordinary shares scheduled to vest on each of the first and second The Company determined this transaction represented an asset acquisition as substantially all of the value was in the intellectual property as defined by ASC 805, Business Combinations |
Equity Method and Other Investm
Equity Method and Other Investments | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Investments [Abstract] | |
Equity Method and Other Investments | 4. Equity Method and Other Investments The Company’s investments consist of the following (in thousands): December 31, 2021 Investee Investment Type Ownership Percentage Carrying Value Cost Basis Visiogene LLC Equity Method Investment 25 % $ 5,156 $ 5,165 Other Equity Investment 3 % 1,500 1,500 Total equity method and other investments $ 6,656 $ 6,665 Visiogene LLC On January 4, 2021, the Company and Visiogene LLC (“Visiogene”) entered into a License and Investment Agreement (“Visiogene License Agreement”) for an exclusive, worldwide license to certain of Visiogene’s intellectual property relating to ocular gene therapy. Concurrently, the Company and Visiogene entered into a Preferred Unit Purchase Agreement (“Visiogene Unit Agreement”) pursuant to which the Company purchased 3,000,000 Visiogene preferred units. In connection with the two Visiogene agreements, the Company paid $5.0 million in cash and issued to Visiogene 75,000 ordinary shares of the Company with a fair market value of $1.2 million based on the closing price of the Company’s ordinary shares on the date of closing. The Company accounted for the payments under the Visiogene License Agreement and Visiogene Unit Agreement as a basket transaction and allocated $1.0 million to the Visiogene License Agreement and the remaining $5.2 million was allocated to the Visiogene preferred units. The $1.0 million allocated to the Visiogene License Agreement was expensed as acquired in-process research and development as the Company determined there was no alternative future use. The Company accounts for this investment using the equity method of accounting. During the year ended December 31, 2021, the Company recorded research and development expenses in the amount of $0.01 million related to the Company’s share of Visiogene’s losses. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Prepaid Expenses | 5. Prepaid Expenses Prepaid expenses at December 31, 2021 and 2020 consist of the following (in thousands): December 31, December 31, 2021 2020 Clinical trial costs $ 2,322 $ 1,625 Insurance 2,122 2,903 Dues and license fees 1,185 515 Research and development 991 164 Manufacturing costs 624 1,395 Rent and facilities costs 455 169 Other 403 311 $ 8,102 $ 7,082 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 6. Property, Plant and Equipment, net Property, plant and equipment, net at December 31, 2021 and 2020 consist of the following (in thousands): December 31, December 31, 2021 2020 Leasehold improvements $ 60,878 $ 33,777 Manufacturing equipment 12,156 7,021 Laboratory equipment 10,868 7,350 Computer and office equipment 5,750 3,713 Furniture and fixtures 687 568 90,339 52,429 Less: Accumulated depreciation (14,479) (8,387) $ 75,860 $ 44,042 In connection with certain operating leases, the Company has determined that it has asset retirement obligations in the aggregate amount of $4.1 million at the end of those leases. The Company discounted the asset retirement obligations using an 8% discount rate and recorded an asset retirement obligation in the aggregate amount of $1.9 million, which is included in leasehold improvements and is being depreciated over the term of the respective leases. Depreciation expense related to property, plant and equipment was $6.3 million and $3.7 million for the years ended December 31, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets In November 2020, the Company entered into a non-exclusive, royalty-free technology license agreement that required the Company to pay an upfront payment to the licensor of $2.1 million. The Company accounted for the transaction as an asset acquisition and recorded an intangible asset as it was determined to have alternative future uses in connection with the Company’s manufacturing capabilities. The following table presents the details of the Company’s intangible assets as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Licensed Technology $ 2,119 $ 2,145 Less: Accumulated amortization (328) (26) $ 1,791 $ 2,119 The intangible asset will be amortized over a period of seven years. Amortization expense of $0.3 million and $0.02 million was recorded as a component of research and development expenses for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the expected amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Expense 2022 $ 306 2023 306 2024 306 2025 306 2026 306 Thereafter 261 Total amortization $ 1,791 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses at December 31, 2021 and 2020 were comprised of the following (in thousands): December 31, December 31, 2021 2020 Clinical trial costs $ 12,524 $ 10,261 Compensation and benefits 6,029 3,791 Manufacturing costs 2,889 1,886 Fixed assets 2,077 949 Research and development 1,735 893 Professional fees 1,018 1,219 Consulting 858 1,047 Other 456 815 $ 27,586 $ 20,861 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 9. Share-Based Compensation Equity Incentive Plans The Company’s 2018 Incentive Award Plan and 2016 Equity Incentive Plan (collectively, the “Plans”), were adopted by the Company’s board of directors and shareholders. Under the Plans, the Company has granted share options and restricted share units (“RSUs”) to selected officers, employees, non-employee members of the Company’s board of directors and non-employee consultants. The Company’s board of directors or a committee thereof administers the Plans. Upon the adoption of the 2018 Incentive Award Plan, the Company ceased issuing awards under the 2016 Equity Incentive Plan. The number of shares available for issuance under the 2018 Incentive Award Plan are increased on January 1 of each calendar year beginning in 2019 and ending in and including 2028, by an amount equal to the lesser of (A) 4% of the ordinary shares outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares determined by the Company's board of directors. Under the 2018 Incentive Award Plan the Company initially reserved up to 3,054,996 shares for issuance, which has been increased to 7,388,448 as of December 31, 2021. As of December 31, 2021, 1,195,477 shares remain available for future issuance. In January 2022, the number of shares available for issuance under the 2018 Incentive Award Plan increased by 1,778,500 shares. Also, in January 2022, the Company granted 2,186,200 options and restricted share Options A summary of the Company’s share option activity related to employees, non-employee members of the board of directors and non-employee consultants as of and for the years ended December 31, 2021 and 2020 is as follows (in thousands, except share and per share amounts): Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Options Price Life (years) Outstanding at December 31, 2019 3,645,360 $ 9.31 Granted 1,666,500 $ 15.91 Exercised (109,296) $ 7.69 Expired — $ — Forfeited (377,793) $ 15.71 Outstanding at December 31, 2020 4,824,771 $ 11.85 7.67 years Granted 1,667,700 $ 15.53 Exercised (186,638) $ 9.16 Expired — $ — Forfeited (381,143) $ 12.22 Outstanding at December 31, 2021 5,924,690 $ 13.16 7.40 years Options exercisable at December 31, 2021 3,275,644 $ 10.95 6.48 years Aggregate intrinsic value of options outstanding as of December 31, 2021 $ 62,702 Aggregate intrinsic value of options exercisable as of December 31, 2021 $ 41,884 Options granted under the Plans have a maximum contractual term of ten years. Options granted generally vest 25% on the first anniversary of the date of grant and the balance ratably over the next 36 months. Options granted to directors when they join the board generally vest in 36 equal monthly installments following the date of grant, and annual options granted to directors generally vest on the earlier of the first anniversary of the date of grant or the day before the Company’s next annual meeting of shareholders after the date of grant. The total share-based compensation expense recorded in connection with the options was $14.8 million and $12.9 million, of which $6.2 million and $7.0 million was recorded as general and administrative expense and $8.6 million and $5.9 million was recorded as research and development expense during the years ended December 31, 2021 and 2020, respectively. The total fair value of options vested during the years ended December 31, 2021 and 2020 was $14.4 million The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $11.44 and $11.87, respectively. The grant date fair values of the share options granted were estimated using the Black-Scholes option valuation model with the following ranges of assumptions (see Note 2): 2021 2020 Risk-free interest rate 0.62 - 1.39% 0.32 - 2.56% Expected volatility 90% 90% Expected dividend yield 0% 0% Expected life (in years) 5.5 - 6.1 5.5 - 6.1 As of December 31, 2021, the total compensation expense relating to unvested options granted that had not yet been recognized was $26.1 million, which is expected to be realized over a period of 4.0 Restricted Share Units A summary of the Company’s RSU activity related to employees, non-employee members of the board of directors and non-employee consultants for the years ended December 31, 2021 and 2020 is as follows: Weighted- Number of Average Restricted Grant Date Share Units Fair Value Outstanding at December 31, 2019 — $ — Granted 545,000 $ 20.02 Vested — $ — Forfeited — $ — Outstanding at December 31, 2020 545,000 $ 20.02 Granted 870,000 $ 15.36 Vested — $ — Forfeited — $ — Outstanding at December 31, 2021 1,415,000 $ 17.16 RSUs granted generally vest 50% on the second anniversary of the date of grant and 25% on the third and fourth included in general and administrative and research and development expenses, as applicable, in the consolidated statements of operations and comprehensive loss. Total share-based compensation expense recorded in connection with the RSUs was $6.0 million and $2.6 million, of which $4.9 million and $2.5 million was recorded as general and administrative expense and $1.1 million and $0.1 million was recorded as research and development expense during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the total compensation expense relating to unvested RSUs granted that had not yet been recognized was $15.6 million, which is expected to be realized over a period of 3.7 years. Restricted Ordinary Shares On June 7, 2018, 1,306,348 restricted ordinary shares, which represented 5% of the fully-diluted outstanding shares of the Company as of such date, were issued to certain members of senior management in accordance with their employment agreements. One-third These restricted ordinary shares were fully vested as of June 2020. Total compensation expense in connection with the issuance of those restricted ordinary shares, in the amount of $6.5 million, of which $2.9 million was share-based and $3.6 million was paid in cash, was recorded as general and administrative expense during the year ended December 31, 2020. During the years ended December 31, 2021 and 2020 the Company recognized total share-based compensation expense in the accompanying consolidated statements of operations and comprehensive loss as follows (in thousands): 2021 2020 Research and development $ 9,685 $ 6,026 General and administrative 11,099 12,391 Total share-based compensation $ 20,784 $ 18,417 The Company does not expect to realize any tax benefits from its share option activity or the recognition of share-based compensation expense because the Company currently has net operating losses and has a full valuation allowance against its deferred tax assets. Accordingly, no amounts related to excess tax benefits have been reported in cash flows from operations or cash flows from financing activities for the years ended December 31, 2021 and 2020. |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Ordinary Shares | 10. Ordinary Shares 2021 Equity Method and Other Investments As discussed in Note 3, on January 4, 2021, the Company issued 75,000 ordinary shares in connection with the Visiogene transaction in the amount of $1.2 million. Acquisitions As discussed in Note 3, on October 4, 2021 the Company issued 12,040 ordinary shares in connection with the Bullseye acquisition. Also discussed in Note 3, on October 9, 2021, the Company issued 58,000 ordinary shares in connection with the Emrys acquisition. 2020 Public Offering In November 2020, the Company issued 5,000,000 ordinary shares in a public offering for gross proceeds of $64.3 million. In December 2020, the underwriter exercised its overallotment provision and the Company issued an additional 750,000 ordinary shares for gross proceeds of $9.6 million. Offering costs in connection with both issuances were approximately $4.6 million. At-the-Market Offering In July 2019, the Company entered into an “at-the-market” sales agreement with Chardan Capital Markets, LLC, or Chardan, pursuant to which the Company may sell from time to time, ordinary shares having an aggregate offering price of up to $75.0 million through Chardan, acting as our agent. During the year ended December 31, 2020, the Company raised gross proceeds of $13.2 million, through the sale of 993,448 ordinary shares pursuant to an “at-the-market” equity offering program. Offering costs were approximately $0.5 million. In November 2020, the Company terminated the at-the-market equity program. Acquisitions In April 2020, the Company issued 522,000 ordinary shares in connection with the acquisition of Emrys. In October 2020, the Company issued 22,500 ordinary shares, which represented the holdback shares from a previous acquisition. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes For the years ended December 31, 2021 and 2020, the Company recognized a tax benefit of $0. As of December 31, 2021, the Company had U.S. federal and state net operating losses (“NOLs”) and foreign carryforward tax losses which are available to reduce future taxable income of (in thousands): Federal State/City United Kingdom $ 164,288 $ — United States $ 73,568 $ 73,308 Other $ 35,296 $ — The U.S. federal and state NOLs incurred prior to January 1, 2018 in the amount of approximately $6.8 million and $6.7 million, respectively, will begin to expire in 2036. The U.S. NOLs incurred after December 31, 2017 and the UK carryforward tax losses will be indefinitely carried forward. Also, as of December 31, 2021, the Company had orphan drug and research and development credits in the U.S. in the amount of $6.7 million which will begin to expire 2036 and research and development credits of $1.5 million in the UK which can be carried forward indefinitely. The U.S. NOLs and UK carryforward tax losses may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders, as defined under Section 382 Internal Revenue Code, as well as UK tax rules. This could limit the amount of NOLs and carryforward tax losses that the Company can utilize annually to offset future taxable income or tax liabilities. As of December 31, 2020, the Company had performed such an analysis and determined that there were no limitations in the UK. However, for U.S. purposes, the Company determined that a change of ownership occurred in April 2016 and again in June 2018. The Company is still in the process of determining the annual limitation on losses that occurred prior to June 2018. The Company's pre-tax earnings are as follows (in thousands): December 31, 2021 December 31, 2020 United Kingdom $ (17,056) $ (41,373) United States (49,223) (13,472) Other (13,282) (3,147) $ (79,561) $ (57,992) The Company is subject to the corporate tax rate in the UK as a limited UK corporation. The following table summarizes a reconciliation of income tax benefit compared with the amounts at the UK statutory income tax rate (in thousands): December 31, 2021 December 31, 2020 Statutory rate (15,117) 19.00 % (11,019) 19.00 % Permanent differences - other 934 (1.17) % 1,976 (3.41) % RTP and other adjustment (2,735) 3.44 % (2,136) 3.68 % State and local rate, net of federal tax (5,850) 7.35 % (1,478) 2.55 % U.K. tax credit (1,464) 1.84 % 574 (0.99) % U.S. tax credit (1,491) 1.87 % (1,242) 2.14 % Foreign tax rate differential (540) 0.68 % (254) 0.44 % UK rate change (19% & 25% at expected DTA turn) (10,247) 12.88 % (2,234) 3.85 % US state rate change (447) 0.56 % 25 (0.04) % Change in valuation allowance 36,957 (46.45) % 15,788 (27.22) % Actual income tax benefit effective tax rate — 0.00 % — 0.00 % The Expense/(Benefit) for income taxes from continuing operations consists of the following (in thousands): December 31, 2021 December 31, 2020 Current Tax Expense/(Benefit) United Kingdom — — United States — — Other — — Total Current — — Deferred Tax Expense/(Benefit) United Kingdom (16,079) (9,197) United States (17,369) (5,852) Other (3,509) (739) Total Deferred (36,957) (15,788) Change in Valuation Allowance 36,957 15,788 Total Income Tax Expense/(Benefit) — — Deferred Tax Assets/(Liabilities) (in thousands): December 31, 2021 December 31, 2020 Deferred Tax Assets: Net operating loss carryforwards $ 74,007 $ 43,831 Share-based compensation 10,314 5,392 R&D credit 7,498 5,819 Lease liability 7,040 6,150 Other 1,481 298 Deferred tax assets 100,340 61,490 Deferred Tax Liabilities: Indefinite-lived intangibles (196) (173) Depreciation (3,339) (2,252) Right of use assets (6,733) (5,929) Less: valuation allowance (90,268) (53,311) Net deferred tax liability $ (196) $ (175) ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance, after consideration of the reversal of the deferred tax liabilities for the ROU assets and fixed assets, against its deferred tax assets at December 31, 2021 and 2020 because the Company's management has determined that is it more likely than not that these assets will not be fully realized. Changes to the UK corporation tax rates have been announced which will impact future accounting periods. Finance Act 2021 increases the UK corporation tax rate from 19% to 25% effective April 1, 2023 for companies with profits in excess of GBP 250,000. As the Company does not expect to be able to utilize its carryforward tax losses in the UK until after April 2023, the deferred tax has been calculated using a tax rate of 25%. As of December 31, 2021 and 2020, the Company recorded unrecognized tax positions of $0.7 and $0.5 million respectively. The unrecognized tax positions are netted with deferred tax assets above with full valuation allowance. The changes to unrecognized tax positions for 2021 and 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Unrecognized tax benefits as of January 1 $ 513 $ — Gross increases/(decreases) related to current year 165 138 Gross increases/(decreases) related to prior years (12) 375 Foreign currency translation — — Unrecognized tax positions as of December 31 $ 666 $ 513 The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's statements of operations and comprehensive loss. The Company files income tax returns in the United States, UK, various foreign jurisdictions and various U.S. state jurisdictions. In the U.S., all years remain subject to examination. The earliest year subject to the statute of limitations in the UK is 2019. MeiraGTx Holdings plc is a UK tax resident with no earnings in its foreign subsidiaries and the Company does not expect any temporary basis difference in its investment in these subsidiaries to reverse in the foreseeable future. Therefore, the Company has not recorded deferred taxes on the outside basis difference in its foreign subsidiaries. It is not probable to compute the amounts, if any. New Tax Legislation Many governments have enacted or are currently contemplating economic stimulus and financial aid measures. Many of these measures include deferring the due dates for tax payments, including both income tax and other taxes. The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020 in the United States to address the economic impacts of the COVID-19 pandemic. The CARES Act includes corporate income tax, payroll tax, and other provisions. While the Company may receive financial, tax, or other benefits under the bill, this legislation did not impact the Company during the year ended December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Collaboration and License Agreements Janssen Pharmaceuticals, Inc. On January 30, 2019, the Company entered into a Collaboration Agreement with Janssen for the research, development and commercialization of gene therapies for the treatment of IRD. Under the agreement, Janssen paid the Company a non-refundable upfront fee of $100.0 million. Janssen and the Company will collaborate to develop the Company’s current clinical programs in retinitis pigmentosa and two genetic forms of achromatopsia and Janssen has the exclusive right to commercialize these three product candidates (“Clinical IRD Product Candidates”) globally. Pursuant to the Collaboration Agreement, the Company and Janssen also agreed on a research collaboration to develop a pipeline of preclinical inherited retinal disease gene therapy candidates (“Research IRD Product Candidates”). The parties will select and prioritize the Research IRD Product Candidates and Janssen has the right to opt-in for a fee for each of the specified targets (each an “Option Target”) to obtain certain development, manufacturing and commercialization rights for the Research IRD Product Candidates. Unless terminated earlier under certain termination clauses, the Collaboration Agreement will continue in effect, on a product-by-product and country-by-country basis, until such time as the royalty terms expire in such country. The Company has determined enforceable rights exist in the Collaboration Agreement as the termination clauses are substantive termination penalties by way of the non-refundable upfront fee and the reversion of any licensed intellectual property granted to Janssen upon the termination of the agreement. On February 27, 2019, in connection with a private placement, the Company issued 2,898,550 ordinary shares to Johnson & Johnson Innovation – JJDC, Inc. (“JJDC”), the investment arm of Johnson & Johnson and owner of Janssen, on the same terms and conditions as the other investors in the offering. After the offering, JJDC became a related party. Clinical IRD Product Candidates Under the Collaboration Agreement, the Company and Janssen will jointly develop Clinical IRD Product Candidates to permit Janssen to commercialize such Clinical IRD Product Candidates under an exclusive license from the Company. In general, the Company will have the primary responsibility to develop each Clinical IRD Product Candidate in accordance with the development plan for each Clinical IRD Product Candidate, including where applicable, conducting any necessary research in order to submit the applicable regulatory filings to regulatory authorities. The Company will manufacture these products in its cGMP manufacturing facilities for both clinical and commercial supply. Janssen will pay 100% of the clinical and commercialization costs of the products and the Company is eligible to receive untiered 20% royalties on net sales of products and additional development and commercialization milestones up to $340.0 million. The Company received its first milestone payment of Research IRD Product Candidates Under the Collaboration Agreement, the Company and Janssen will collaborate to develop Research IRD Product Candidates, with Janssen paying for the majority of the research costs. Janssen has the right to exclusively license any product coming out of the collaboration at the time of an investigational new drug application for an additional fee for each Research IRD Product Candidate. Janssen will then pay 100% of the clinical and commercialization costs for these Research IRD Product Candidates and the Company will receive an untiered royalty on net sales in the high teens as well as development milestones for each Research IRD Product Candidate. Revenue Recognition under the Collaboration Agreement The Collaboration Agreement is accounted for under ASC 808, however, ASC 808 does not address recognition or measurement matters. Therefore, the Company will account for the recognition and measurement of consideration under ASC 606. In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performed the following steps: (i) identified the promised goods or services in the contract; (ii) determined 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; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company evaluated the potential performance obligations in the contract, which included the exclusive license to Clinical IRD Product Candidates, the research, development and manufacturing services (“the services”), and the participation in various joint committees and determined that none of the performance obligations by themselves were distinct. Goods and services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. The services, when combined with the licenses, represent a bundle and should be accounted for as a single performance obligation due to the relevance of the services to the value of the early-stage license and the potential for the intellectual property to be significantly modified during the services period. The Company also evaluated whether or not the right to purchase exclusive option rights for specified Research IRD Product Candidates represents future performance obligations and concluded that these represent a separate buyer decision at market rates, rather than a material right performance obligation. As such, these options have been excluded from the initial allocation of transaction price and the Company will account for these options as separate contracts when and if Janssen elects to exercise the options. Under ASC 606, the Company recognized collaboration revenue using the cost-to-cost input method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost input method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the combined performance obligation by the potential product candidate. Under this method, revenue is being recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. Under ASC 606, the estimated transaction price includes variable consideration subject to constraints. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will occur when any uncertainty associated with the variable consideration is resolved. The estimate of the Company’s measure of progress and estimate of variable consideration to be included in the transaction price will be updated at each reporting date as a change in estimate. The amount related to the unsatisfied portion will be recognized as that portion is satisfied over time. Under ASC 606 the Company accounts for (i) the licenses it conveyed with respect to the Clinical IRD Product Candidates and (ii) its obligations to perform services as a single performance obligation under the Collaboration Agreement with Janssen on a product candidate basis. Janssen’s right to purchase exclusive options to obtain certain development, manufacturing and commercialization rights are accounted for separately as they do not represent material rights, based on the criteria of ASC 606. Upon the exercise of any purchased option by Janssen, the contract promises associated with an Option Target would use a separate cost-to-cost model for purposes of revenue recognition under ASC 606. During the year ended December 31, 2019, the Company received a $100.0 million non-refundable upfront fee from Janssen and during the year ended December 31, 2021, the Company received a $30.0 million milestone payment. The Company allocated these amounts plus other variable consideration not subject to constraint to each identified performance obligation using a combination of methods allowable under ASC 606. The Company applies the practical expedient in Topic 606 and does not include disclosures regarding amounts for variable consideration allocated to wholly-unsatisfied performance obligations or wholly-unsatisfied distinct goods that form part of a single performance obligation, if any. This variable consideration includes expected reimbursement of research and development costs. During the years ended December 31, 2021 and 2020, the Company recognized $37.7 million and $15.6 million, respectively, of the deferred revenue – related party as license revenue. The Company also recognized $69.0 million and $57.4 million during the years ended December 31, 2021 and 2020, respectively, related to the reimbursement of research and development expenses. As of December 31, 2021, the Company expects to recognize the remaining $64.9 million in deferred revenue associated with the non-refundable upfront fee and milestone payment over the estimated research and development period using the cost-to-cost input method over an estimated period of approximately 3.5 years. A summary of the deferred revenue recognition is as follows (in thousands): Deferred revenue at December 31, 2019 $ 86,214 Deferred revenue recognized as license revenue during the year ended December 31, 2020 (15,563) Effects of exchange rate 2,191 Deferred revenue at December 31, 2020 72,842 Milestone payment from Janssen 30,000 Deferred revenue recognized as license revenue during the year ended December 31, 2021 (37,701) Effects of exchange rate (275) Deferred revenue at December 31, 2021 $ 64,866 Leases ARE Lease Effective July 1, 2016, the Company entered into a non-cancellable operating lease (the ”ARE Lease”) for laboratory and related office facilities in New York with ARE-East River Science Park, LLC (“ARE”), an entity that is under common control by an entity that is a minority shareholder of the Company and whose executive chairman and founder is a director of the Company. The ARE Lease provided for monthly base rent and property management fees, including rent escalations and rent holidays, plus operating expenses during the lease term, which was scheduled to expire on December 31, 2021. The Company recorded monthly rent expense on a straight-line basis from July 1, 2016 through February 29, 2020, the date the ARE Lease was terminated as described below. On January 28, 2020, the Company and ARE mutually agreed to terminate the lease with no further obligation for either party effective as of February 29, 2020. Accordingly, the remaining right of use asset and operating lease liability in the amount of Total rent expense under this operating lease was $0 and $0.1 million for the years ended December 31, 2021 and 2020, respectively. ARE Vivarium Lease Effective May 1, 2019, the Company entered into an operating lease for vivarium space with ARE, which was subsequently amended to add additional space within the vivarium. The initial lease had a term of twelve months which automatically renews on an annual basis. The rent expense under this operating lease was $0.09 million and $0.02 million for the years ended December 31, 2021 and 2020, respectively, which are included in loss from operations. The Company made cash payments to ARE in connection with this operating lease in the amount of $0.09 million and $0.02 million during the years ended December 31, 2021 and 2020, respectively. There were no amounts due to ARE under this operating lease at December 31, 2021 and 2020. As of December 31, 2021, the Company’s lease commitment is approximately $0.09 million. Kadmon Lease The Company leased office space on a month-to-month basis from Kadmon Corporation, LLC (“Kadmon”). During the years ended December 31, 2021 and 2020, the Company incurred and paid rent charges from Kadmon in the amount of $0.5 million and $0.6 million, respectively, which are included in loss from operations. This lease was terminated effective November 12, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 13. Leases The Company has commitments under operating leases for laboratory, warehouse, clinical trial sites and office space. The Company also has finance leases for manufacturing space and office equipment. The Company’s leases have initial lease terms ranging from 3 years to 191 years. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments. Total rent expense recorded under these leases was $5.0 million and $3.3 million for the years ended December 31, 2021 and 2020, respectively. On August 4, 2020, Meira Ireland entered into two agreements (the “Agreements”) with Shannon Commercial Enterprises DAC trading as Shannon Commercial Properties, to acquire two properties in the Shannon Free Zone in Shannon, Ireland for an aggregate price of €18 million, or approximately $21.2 million. These properties will serve as the Company’s second cGMP viral vector manufacturing facility and its first cGMP plasmid and DNA production facility. The closing for the first building occurred in August 2020 and the closing for the second building occurred in January 2021. The total cost of the first and second buildings, including taxes and legal fees, was €11.9 million and €7.5 million, or approximately $13.8 million and $8.9 million, respectively, and have been recorded as right of use assets in the consolidated balance sheets as of December 31, 2021. There is no corresponding lease liability as the Company paid the full cost on the date of the closings. At the closings, Meira Ireland entered into a lease for each property providing for a long leasehold interest of approximately 191 years. The leases also include customary terms and conditions, with a nominal annual lease cost and annual maintenance fees of approximately €0.3 million, or approximately $0.4 million, in the aggregate, which amount is subject to change depending on the annual maintenance costs within the Shannon Free Zone development. During the year ended December 31, 2021, the Company recognized seven operating leases for locations in connection with its clinical trials for its IRD product candidates with initial lease terms between 5 years and 6 years . Certain lease agreements contain provisions for tenant allowances and future rent increases. Payments due under the lease contracts include fixed payments. In conjunction with these operating leases, the Company recognized initial operating lease right-of-use assets in the amount of $2.2 million and corresponding lease liabilities in the amount of $2.3 million which are included in the right-of-use assets and lease obligations in the consolidated balance sheets as of December 31, 2021. The components of lease cost for the years ended December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,227 $ 519 Interest on lease liabilities 2 3 Total finance lease cost 1,229 522 Operating lease cost 5,002 3,423 Short-term lease cost 751 714 Total lease cost $ 6,982 $ 4,659 Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, 2021 2020 Operating leases Right-of-use asset $ 22,782 $ 21,486 Capitalized lease obligations $ 23,721 $ 22,221 Finance leases Right-of-use asset $ 27,645 $ 21,596 Capitalized lease obligations $ 12 $ 28 Weighted-average remaining lease term Operating leases 6.5 years 7.0 years Finance leases 176.7 years 175.1 years Weighted-average discount rate Operating leases 8.5 % 8.6 % Finance leases 8.0 % 8.0 % Other information related to leases as of the years ended December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 16 $ 22 Operating cash flows from operating leases $ 4,969 $ 3,791 Financing cash flows from finance leases $ 2 $ 3 Right-of-use assets obtained in exchange for lease liabilities Operating leases $ 4,424 $ 1,889 Finance leases $ — $ — Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows (in thousands): Operating Leases Finance Leases 2022 $ 5,252 $ 13 2023 5,382 — 2024 5,223 — 2025 5,226 — 2026 4,996 — Thereafter 4,251 — Total undiscounted lease payments $ 30,330 $ 13 Less: Imputed interest (6,609) (1) Total lease liabilities $ 23,721 $ 12 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments | |
Commitments | 14. Commitments License Agreement Effective February 4, 2015, the Company entered into an exclusive worldwide license agreement with UCL Business, PLC (“UCL Business”) to develop up to eight programs using certain ocular gene therapy technology. Under the terms of the agreement, the Company had agreed to pay UCL Business certain sales milestone payments, if achieved, in the aggregate amount of £39.8 million, or approximately $53.7 million using the exchange rate at December 31, 2021, and royalties on net sales, as defined upon commercialization. Additionally, the Company is responsible for all patent prosecution and maintenance costs incurred and has also agreed to pay UCL Business an annual maintenance fee of £0.5 million, or approximately $0.07 million, until the first commercial sale of a product. The agreement terminates upon the later of (i) the last valid claim in a relevant product, (ii) the expiration of regulatory exclusivity to all licensed products, or (iii) the 10 th On July 28, 2017, March 15, 2018 and September 7, 2018, the Company entered into additional exclusive worldwide license agreements with UCL Business under the same terms as the February 4, 2015 worldwide license agreement. In January and February 2019, the Company amended and restated the following agreements: (i) the License Agreement, dated February 4, 2015, as amended, between the Company and UCL Business; (ii) the License Agreement, dated July 28, 2017, as amended, between the Company and UCL Business; and (iii) the License Agreement, dated March 15, 2018, between the Company and UCL Business to establish new stand-alone license agreements for the following inherited retinal disease programs: (a) achromatopsia (“ACHM”) caused by mutations in CNGB3; (b) ACHM caused by mutations in CNGA3; (c) X-linked retinitis pigmentosa (“XLRP”); and (d) RPE65-mediated IRD. The Company’s obligation to pay UCL Business a share of certain sublicensing revenues, as was provided under the February 4, 2015 agreement, has been removed from each of the stand-alone agreements with respect to the IRD programs listed above. Each of the stand-alone agreements now reflects terms substantially similar to those of the February 4, 2015 agreement. Additionally, under the new stand-alone agreement related to CNGB3 the Company paid UCL Business an upfront payment of £1.5 million, or approximately $1.2 million, and issued 158,832 of the Company’s ordinary shares, which were valued at £1.5 million, or approximately $2.0 million. Effective March 23, 2020, the Company entered into another worldwide license agreement with UCL Business, to develop an additional ocular gene therapy technology. Under the terms of the agreement, the Company agreed to pay UCL Business certain development and sales milestone payments, if achieved, in the aggregate amount of $39.25 million and royalties on net sales, as defined upon commercialization. Additionally, the Company is responsible for all patent prosecution and maintenance costs incurred and also agreed to pay UCL Business an upfront payment of $0.05 million and an annual maintenance fee of $0.03 million until the first commercial sale of a product. The agreement terminates upon the later of (i) the last valid claim in a relevant product, or (ii) the 10th anniversary of the first commercial sale of a product. The Company incurred research and development expenses under the agreements in the amount of $0.4 million and $0.03 million during the years ended December 31, 2021 and 2020, respectively. The amount due to UCL under the license agreements at December 31, 2021 and 2020 is $0.01 million and $0, and is included in accounts payable and accrued expenses on the consolidated balance sheets. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | 15. Employee Benefit Plans United States On January 1, 2017, Meira LLC adopted a defined contribution retirement plan that complies with Section 401(k) of the Internal Revenue Code. All Meira LLC employees over the age of 21 are eligible to participate in the plan after three consecutive months of service. Employees are able to defer a portion of their pay into the plan on the first day of the month or after the day all age and service requirements have been met. The plan provides for a Company matching contribution. All eligible employees receive an employer matching contribution equal to the lesser of the amount the employee contributes to the plan or 6% of their salary up to the annual IRS limit. United Kingdom On August 1, 2016, Meira UK II adopted a defined contribution group personal pension plan that complies with HMRC for tax relief. All Meira UK II employees are eligible to participate in the plan upon joining the company and providing the required services. All eligible employees, if they elect to join the pension scheme, receive an employer pension contribution equal to 7.5% to 10.0% of their pensionable earnings. Currently, employees are required to contribute 0.5%, to meet minimum legal pension funding levels of 8%, but may make optional contributions up to the annual allowance HMRC limits. Netherlands Meira Netherlands operates a defined contribution pension. All of its employees participate in the plan. All eligible employees receive an employer pension contribution and are also required to contribute. Ireland On November 20, 2020, MeiraGTx Ireland adopted a defined contribution pension plan. All MeiraGTx Ireland employees are eligible to participate in the plan upon joining the Company. All eligible employees, if they elect to join the pension scheme, receive an employer pension contribution. The Company’s current contribution, exclusive of an employee match, is Belgium Meira Belgium operates a defined contribution pension plan. All eligible employees receive an employer pension contribution of 8% of their annual salary. Employees do not make contributions to the plan. During the years ended December 31, 2021 and 2020, employer contributions to all plans were $1.8 million and $1.1 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of Meira Holdings and its wholly owned subsidiaries: MeiraGTx Limited, a limited company incorporated under the laws of England and Wales; MeiraGTx, LLC, a Delaware limited liability company (“Meira LLC”); MeiraGTx UK II Limited, a limited company incorporated under the laws of England and Wales (“Meira UK II”); MeiraGTx Ireland DAC, a designated activity company incorporated under the laws of Ireland (“Meira Ireland”); MeiraGTx Netherlands B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira Netherlands”); MeiraGTx Belgium, a private company with limited liability incorporated under the laws of Belgium (“Meira Belgium”); BRI-Alzan, Inc., a Delaware corporation (“BRI-Alzan”); MeiraGTx Bio Inc., a Delaware corporation (“Meira Bio”); MeiraGTx B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Meira B.V.”); MeiraGTx Neurosciences, Inc., a Delaware corporation (“Meira Neuro”); MeiraGTx Therapeutics, Inc., a Delaware corporation (“Meira Therapeutics”); and MeiraGTx UK Limited, a limited company incorporated under the laws of England and Wales (“Meira UK”). All intercompany balances and transactions between the consolidated companies have been eliminated in consolidation. |
Use of Estimates | Use of Estimates Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these consolidated financial statements, management used significant estimates in the following areas, among others: collaboration revenue, the accounting for research and development costs, share-based compensation, leases, asset retirement obligations and tax incentive receivable. Additionally, the Company has made estimates of the impact of the COVID-19 pandemic within the consolidated financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist of checking and money market accounts that are readily convertible into cash. |
Financial Instruments | Financial Instruments The carrying value of accounts receivable-related party, tax incentive receivable, other current assets, and accounts payable reported in the consolidated balance sheets equal or approximate fair value due to their short maturities. |
Tax Incentive Receivable | Tax Incentive Receivable Meira UK II is eligible to participate in a UK research and development tax incentive programs under which it is eligible to receive a cash refund from Her Majesty’s Revenue & Customs (“HMRC”) for a percentage of the qualified research and development costs expended by Meira UK II under the small and medium sized enterprises (“SME”) program and the research and development expenditures credit (“RDEC”) program. The SME cash refund is available to companies with less than 500 employees and annual aggregate revenue of less than 100.0 million euro or total aggregate assets less than 86.0 million euro during the reimbursable period. The Company’s estimate of the amount of cash refund it expects to receive related to the SME and RDEC programs is included in tax incentive receivable in the accompanying consolidated balance sheets and such amounts are recorded as a reduction of research and development expense in the statements of operations. During the years ended December 31, 2021 and 2020, the Company recorded reductions to research and development expenses of $5.4 million and $5.3 million, respectively. In addition, the Company incurs Value Added Tax (“VAT”) on services provided by UK and EU vendors, which it is entitled to reclaim. The Company’s estimate of the amount of cash refund it expects to receive related to VAT was $1.9 million and $4.0 million as of December 31, 2021 and 2020, respectively, which is included in other current assets in the accompanying consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk. The Company follows ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1: Observable inputs such as quoted prices in active markets for identical assets the reporting entity has the ability to access as of the measurement date; ● Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The table below represents the values of the Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis (in thousands): Fair Value Measurement Using: Significant Significant Other Significant December 31, Observable Inputs Observable Inputs Unobservable Description 2021 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 66,585 $ 66,585 $ — $ — Other long-term liabilities $ 953 $ 953 $ — $ — Fair Value Measurement Using: Significant Significant Other Significant December 31, Observable Inputs Observable Inputs Unobservable Description 2020 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 186,938 $ 186,938 $ — 0 — |
Equity Method and Other Investments | Equity Method and Other Investments The Company accounts for equity investments under the equity method of accounting when the requirements for consolidation are not met, and the Company has significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss and cash contributions and distributions and are included in equity method and other investments in the accompanying consolidated balance sheets. Equity investments that do not result in consolidation and are not accounted for under the equity method are measured at fair value, with any changes in fair value recognized in net income (loss). For any such investments that do not have readily determinable fair values, the Company elects the measurement alternative to measure the investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash and cash equivalents primarily in depository and money market accounts within two large financial institutions in the United States and one large financial institution in the United Kingdom and Ireland. Cash balances deposited at these major financial banking institutions exceed the insured limit. The Company has not experienced any losses on its bank deposits and believes these deposits do not expose the Company to any significant credit risk. |
Intangible Assets | Intangible Assets Intangible assets consist of purchased rights to licensed technology as it relates to the Company’s manufacturing processes and has future alternative use in the Company’s operations. The licensed technology is being amortized on a straight-line basis over |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the lesser of their useful lives or the life of the lease (see Note 6). The estimated useful lives of the asset categories are as follows: Asset Category Useful Lives Computer and office equipment 3 years Laboratory equipment 5 years Manufacturing equipment 7 years Furniture and fixtures 5 years Leasehold improvements lesser of useful life or remaining term of lease Expenditures for leasehold improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. ASC Topic 360, Property, Plant and Equipment |
Leases | Leases The Company accounts for leases in accordance with ASC 842. The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the Company has the right to control the use of the identified asset. The Company accounts for the lease and non-lease components as a single lease component. From time to time the Company enters into direct financing lease arrangements that include a lessee obligation to purchase the leased asset at the end of the lease term, a bargain purchase option, or provides for minimum lease payments with a present value of 90% or more of the fair value of the leased asset at the date of lease inception. Operating leases where the Company is the lessee are included in right-of-use (“ROU”) assets and lease obligations are included on the Company’s consolidated balance sheets. The lease obligations are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date and subsequent reporting periods. Finance leases where the Company is the lessee are included in ROU assets – finance leases, net and lease obligations on the Company’s consolidated balance sheets. The lease obligations are initially measured in the same manner as for operating leases and are subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determined (1) the discount rate used to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company’s leases where it is the lessee do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company uses the implicit rate when readily determinable. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that is reasonably certain to be exercised, or an option to extend (or not to terminate) the lease controlled by the lessor. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, minus any accrued lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset, or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. The Company has elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less at lease commencement. Lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term. |
Asset Retirement Obligations | Asset Retirement Obligations Accounting for asset retirement obligations requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part of the related long-lived asset. In the absence of quoted market prices, the Company estimates the fair value of its asset retirement obligations using Level 3 present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit-adjusted risk-free rate of . Asset retirement obligations currently reported on the Company’s consolidated balance sheets were measured during a period of historically low interest rates. The impact on measurements of new asset retirement obligations using different rates in the future may be significant. The Company uses estimates to determine the asset retirement obligations at the end of the lease term and discounts such asset retirement obligations using an estimated discount rate. Interest on the discounted asset retirement obligation is amortized over the term of the lease using the effective interest method and is recorded as interest expense in the consolidated statements of operations and comprehensive loss. The change in asset retirement obligations is as follows (in thousands): For the Years Ended December 31, 2021 2020 Balance at beginning of period $ 1,814 $ 1,655 Additional asset retirement obligations during the period 120 — Amortization of interest 148 136 Effects of exchange rate (1) 23 Balance at end of period $ 2,081 $ 1,814 |
Share-Based Compensation Expense | Share-Based Compensation Expense Options The Company grants share options to employees, non-employee members of the Company’s board of directors and non-employee consultants as compensation for services performed. Employee and non-employee members of the board of directors’ awards of share-based compensation are accounted for in accordance with ASC 718, Compensation Stock Compensation, . Using this model, fair value is calculated based on assumptions with respect to (i) the fair value of the Company’s ordinary shares on the grant date; (ii) expected volatility of the Company’s ordinary share price, (iii) the periods of time over which the optionees are expected to hold their options prior to exercise (expected term), (iv) expected dividend yield on the Company’s ordinary shares, and (v) risk-free interest rates. As there had been no public market for the Company’s ordinary shares until the Company’s initial public offering (“IPO”) on June 7, 2018, the estimated fair value of the ordinary shares until that time had been determined by the Company’s board of directors as of the date of each option grant, with input from management, considering the most recently available third-party valuations of ordinary shares and the board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used different assumptions or estimates, the fair value of its ordinary shares and its share-based compensation expense could have been materially different. The fair value of ordinary shares after the Company’s IPO was determined based upon the closing share price on the date of grant. Since the Company’s ordinary shares had not been traded on a public exchange prior to the Company’s IPO and have only been traded on a public exchange for a short period of time since the Company’s IPO, the Company believes that it does not have sufficient company-specific information available to determine the expected term based on its historical data. As a result, the expected term of share options granted to the optionees is determined using the average of the vesting period and contractual life of the option, an accepted method for the Company’s option grants under the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin No. 107 and No. 110, Share-Based Payment. Similarly, the Company believes that its future volatility could differ materially during the expected term from the volatility that would be calculated from its historical share prices to date. Consequently, expected volatility is based on an analysis of guideline companies in accordance with ASC 718. The expected dividend yield is zero as the Company has never paid dividends and does not currently anticipate paying any in the foreseeable future. Risk-free interest rates are based on quoted U.S. Treasury rates for securities with maturities approximating the option’s expected term. |
Restricted Shares | Restricted Shares In connection with certain employment, service and research agreements, the Company has granted restricted ordinary shares as compensation. The ordinary shares are recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. Compensation cost relating to share grants with service-based graded vesting schedules is recognized based on the vesting schedule. Restricted Share Units The Company grants restricted share units (“RSUs”) to employees, non-employee members of the Company’s board of directors and non-employee consultants as compensation for services performed. Awards of RSUs are accounted for in accordance with ASC 718, Compensation Stock Compensation, . |
Collaboration Arrangements | Collaboration Arrangements The Company evaluates its collaborative arrangements pursuant to ASC 808, Collaborative Arrangements Revenue from Contracts with Customers ASC 808 does not address recognition or measurement matters related to collaborative arrangements. Payments between participants pursuant to a collaborative arrangement that are within the scope of other authoritative accounting literature on income statement classification are accounted for using the relevant provisions of that literature. If the payments are not within the scope of other authoritative accounting literature, the income statement classification for the payments is based on an analogy to authoritative accounting literature or if there is no appropriate analogy, a reasonable, rational and consistently applied accounting policy election. Payments received from a collaboration partner to which this policy applies may include upfront payments in respect of a license of intellectual property, development and commercialization-based milestones, and royalties. Refer to the discussion in Note 12 for further information related to the accounting for the Collaboration Agreement. |
Revenue Recognition | Revenue Recognition Arrangements with collaborators may include licenses to intellectual property, research and development services, manufacturing services for clinical and commercial supply, and participation on joint steering committees. The Company evaluates the promised goods or services to determine which promises, or group of promises, represent performance obligations. In contemplation of whether a promised good or service meets the criteria required of a performance obligation, the Company considers the stage of development of the underlying intellectual property, the capabilities and expertise of the customer relative to the underlying intellectual property, and whether the promised goods or services are integral to or dependent on other promises in the contract. When accounting for an arrangement that contains multiple performance obligations, the Company must develop judgmental assumptions, which may include market conditions, reimbursement rates for personnel costs, development timelines and probabilities of regulatory success to determine the stand-alone selling price for each performance obligation identified in the contract. When the Company concludes that a contract should be accounted for as a combined performance obligation and recognized over time, the Company must then determine the period over which revenue should be recognized and the method by which to measure revenue. The Company generally recognizes revenue using a cost-based input method. The Collaboration Agreement with Janssen is accounted for under ASC 808, however, as ASC 808 does not address recognition or measurement matters such as determining the appropriate unit of accounting or when the recognition criteria are met, the Company accounts for the consideration received from Janssen in accordance with ASC 606. In accordance with ASC 606, the Company recognizes revenue when its customer or collaborator obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to the performance obligations within the contract; and v. recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be by analogy within the scope of ASC 606, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements typically consist of a license to the Company’s intellectual property and research, development and manufacturing services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation. The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed 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 Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded as deferred revenue. Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s consolidated balance sheet. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – related party, current. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – related party. The Company’s collaboration revenue arrangements include the following: Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when 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 obligation to determine whether the combined performance obligation is 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, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of an agreement that includes research and development milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price. The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most likely amount approach. The Company primarily uses the most likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome. Then, the Company considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty.) The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances. Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales. Research and Development Services: The Company is incurring research and development costs, with Janssen responsible for up to 100% of the costs, depending on the type of research and development services being performed. The Company records costs associated with the development activities as research and development expenses in the consolidated statement of operations and comprehensive loss consistent with ASC 730, Research and Development |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel of the Company’s research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical and preclinical studies and for the drug product for the clinical studies and preclinical activities; facilities; supplies; rent, insurance, certain legal fees, share-based compensation, depreciation, other costs associated with clinical and preclinical activities and regulatory operations and acquisition of in process research and development write-offs. Research funding under collaboration agreements and refundable research and development credits / tax credits are recorded as an offset to these costs. Costs for certain development activities, such as Company funded outside research programs, are recognized based on an evaluation of the progress to completion of specific tasks with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expenses, as the case may be. |
Foreign Currencies | Foreign Currencies The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The financial position and results of operations of Meira UK II, Meira Ireland, Meira Netherlands, Meira Belgium and Meira B.V. are measured using the foreign subsidiaries’ local currency as the functional currency. These entities’ cash accounts holding U.S. dollars are remeasured based upon the exchange rate at the date of remeasurement with the resulting gain or loss included in the consolidated statements of operations and comprehensive loss. Expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the consolidated balance sheet dates. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders' equity and as other comprehensive loss on the consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2020, the Company recorded unrecognized tax positions of $0.7 and $0.5 million, respectively. The Company is required to estimate income taxes in each of the jurisdictions in which it operates. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of the Company’s ordinary shares outstanding during the period of computation. Diluted net loss per ordinary share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if the ordinary share equivalents had been issued at the beginning of the year and if the additional ordinary shares were dilutive (treasury stock method) or the two-class method, whichever is more dilutive. For all periods presented, basic and diluted net loss per ordinary share are the same as any additional ordinary share equivalents would be anti-dilutive. The following securities are considered to be ordinary share equivalents, but were not included in the computation of diluted net loss per ordinary share because to do so would have been anti-dilutive: December 31, December 31, 2021 2020 Share options 5,924,690 4,824,771 Restricted share units 1,415,000 545,000 Restricted ordinary shares subject to forfeiture 173,097 290,000 7,512,787 5,659,771 |
Other Comprehensive Loss | Other Comprehensive Loss Other comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The only component of other comprehensive loss impacting the Company is foreign currency translation. |
Segment Information | Segment Information Management has concluded it has a single reporting segment for purposes of reporting financial condition and results of operations. The Company’s license revenue, research funding and deferred revenue from its Collaboration Agreement are generated in the United Kingdom. The following table summarizes non-current assets by geographical area (in thousands): December 31, December 31, 2021 2020 United States $ 23,636 $ 17,536 United Kingdom 43,349 44,487 European Union 69,936 29,098 $ 136,921 $ 91,121 |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Company's Financial Assets and Liabilities Measured at Fair Value | The table below represents the values of the Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis (in thousands): Fair Value Measurement Using: Significant Significant Other Significant December 31, Observable Inputs Observable Inputs Unobservable Description 2021 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 66,585 $ 66,585 $ — $ — Other long-term liabilities $ 953 $ 953 $ — $ — Fair Value Measurement Using: Significant Significant Other Significant December 31, Observable Inputs Observable Inputs Unobservable Description 2020 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 186,938 $ 186,938 $ — 0 — |
Schedule of Estimated Useful Lives of Assets | Asset Category Useful Lives Computer and office equipment 3 years Laboratory equipment 5 years Manufacturing equipment 7 years Furniture and fixtures 5 years Leasehold improvements lesser of useful life or remaining term of lease |
Schedule of Change in Asset Retirement Obligations | The change in asset retirement obligations is as follows (in thousands): For the Years Ended December 31, 2021 2020 Balance at beginning of period $ 1,814 $ 1,655 Additional asset retirement obligations during the period 120 — Amortization of interest 148 136 Effects of exchange rate (1) 23 Balance at end of period $ 2,081 $ 1,814 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share | December 31, December 31, 2021 2020 Share options 5,924,690 4,824,771 Restricted share units 1,415,000 545,000 Restricted ordinary shares subject to forfeiture 173,097 290,000 7,512,787 5,659,771 |
Summary of Non-Current Assets by Geographical Area | The following table summarizes non-current assets by geographical area (in thousands): December 31, December 31, 2021 2020 United States $ 23,636 $ 17,536 United Kingdom 43,349 44,487 European Union 69,936 29,098 $ 136,921 $ 91,121 |
Equity Method and Other Inves_2
Equity Method and Other Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Investments [Abstract] | |
Schedule of Investments | The Company’s investments consist of the following (in thousands): December 31, 2021 Investee Investment Type Ownership Percentage Carrying Value Cost Basis Visiogene LLC Equity Method Investment 25 % $ 5,156 $ 5,165 Other Equity Investment 3 % 1,500 1,500 Total equity method and other investments $ 6,656 $ 6,665 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses | Prepaid expenses at December 31, 2021 and 2020 consist of the following (in thousands): December 31, December 31, 2021 2020 Clinical trial costs $ 2,322 $ 1,625 Insurance 2,122 2,903 Dues and license fees 1,185 515 Research and development 991 164 Manufacturing costs 624 1,395 Rent and facilities costs 455 169 Other 403 311 $ 8,102 $ 7,082 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, net at December 31, 2021 and 2020 consist of the following (in thousands): December 31, December 31, 2021 2020 Leasehold improvements $ 60,878 $ 33,777 Manufacturing equipment 12,156 7,021 Laboratory equipment 10,868 7,350 Computer and office equipment 5,750 3,713 Furniture and fixtures 687 568 90,339 52,429 Less: Accumulated depreciation (14,479) (8,387) $ 75,860 $ 44,042 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of Intangible Assets | The following table presents the details of the Company’s intangible assets as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Licensed Technology $ 2,119 $ 2,145 Less: Accumulated amortization (328) (26) $ 1,791 $ 2,119 |
Schedule of Amortization Expense | As of December 31, 2021, the expected amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Expense 2022 $ 306 2023 306 2024 306 2025 306 2026 306 Thereafter 261 Total amortization $ 1,791 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2021 and 2020 were comprised of the following (in thousands): December 31, December 31, 2021 2020 Clinical trial costs $ 12,524 $ 10,261 Compensation and benefits 6,029 3,791 Manufacturing costs 2,889 1,886 Fixed assets 2,077 949 Research and development 1,735 893 Professional fees 1,018 1,219 Consulting 858 1,047 Other 456 815 $ 27,586 $ 20,861 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Company's Share Option Activity Related to Employees, Non-Employee Members of the Board of Directors and Non-Employee Consultants | A summary of the Company’s share option activity related to employees, non-employee members of the board of directors and non-employee consultants as of and for the years ended December 31, 2021 and 2020 is as follows (in thousands, except share and per share amounts): Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Options Price Life (years) Outstanding at December 31, 2019 3,645,360 $ 9.31 Granted 1,666,500 $ 15.91 Exercised (109,296) $ 7.69 Expired — $ — Forfeited (377,793) $ 15.71 Outstanding at December 31, 2020 4,824,771 $ 11.85 7.67 years Granted 1,667,700 $ 15.53 Exercised (186,638) $ 9.16 Expired — $ — Forfeited (381,143) $ 12.22 Outstanding at December 31, 2021 5,924,690 $ 13.16 7.40 years Options exercisable at December 31, 2021 3,275,644 $ 10.95 6.48 years Aggregate intrinsic value of options outstanding as of December 31, 2021 $ 62,702 Aggregate intrinsic value of options exercisable as of December 31, 2021 $ 41,884 |
Schedule of Grant Date Fair Values of the Stock Options Granted | 2021 2020 Risk-free interest rate 0.62 - 1.39% 0.32 - 2.56% Expected volatility 90% 90% Expected dividend yield 0% 0% Expected life (in years) 5.5 - 6.1 5.5 - 6.1 |
Summary of Company's RSU Activity Related to Employees, Non-Employee Members of the Board of Directors and Non-Employee Consultants | Weighted- Number of Average Restricted Grant Date Share Units Fair Value Outstanding at December 31, 2019 — $ — Granted 545,000 $ 20.02 Vested — $ — Forfeited — $ — Outstanding at December 31, 2020 545,000 $ 20.02 Granted 870,000 $ 15.36 Vested — $ — Forfeited — $ — Outstanding at December 31, 2021 1,415,000 $ 17.16 |
Schedule of Share-Based Compensation Expense | During the years ended December 31, 2021 and 2020 the Company recognized total share-based compensation expense in the accompanying consolidated statements of operations and comprehensive loss as follows (in thousands): 2021 2020 Research and development $ 9,685 $ 6,026 General and administrative 11,099 12,391 Total share-based compensation $ 20,784 $ 18,417 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Net Operating Loss Carryforwards | Federal State/City United Kingdom $ 164,288 $ — United States $ 73,568 $ 73,308 Other $ 35,296 $ — |
Schedule of Company's Pre-Tax Earnings | The Company's pre-tax earnings are as follows (in thousands): December 31, 2021 December 31, 2020 United Kingdom $ (17,056) $ (41,373) United States (49,223) (13,472) Other (13,282) (3,147) $ (79,561) $ (57,992) |
Schedule of Reconciliation of Income Tax Benefit with Amounts at the U.K. Statutory Income Tax Rate | The following table summarizes a reconciliation of income tax benefit compared with the amounts at the UK statutory income tax rate (in thousands): December 31, 2021 December 31, 2020 Statutory rate (15,117) 19.00 % (11,019) 19.00 % Permanent differences - other 934 (1.17) % 1,976 (3.41) % RTP and other adjustment (2,735) 3.44 % (2,136) 3.68 % State and local rate, net of federal tax (5,850) 7.35 % (1,478) 2.55 % U.K. tax credit (1,464) 1.84 % 574 (0.99) % U.S. tax credit (1,491) 1.87 % (1,242) 2.14 % Foreign tax rate differential (540) 0.68 % (254) 0.44 % UK rate change (19% & 25% at expected DTA turn) (10,247) 12.88 % (2,234) 3.85 % US state rate change (447) 0.56 % 25 (0.04) % Change in valuation allowance 36,957 (46.45) % 15,788 (27.22) % Actual income tax benefit effective tax rate — 0.00 % — 0.00 % |
Schedule of Expense/(Benefit) for Income Taxes from Continuing Operations | The Expense/(Benefit) for income taxes from continuing operations consists of the following (in thousands): December 31, 2021 December 31, 2020 Current Tax Expense/(Benefit) United Kingdom — — United States — — Other — — Total Current — — Deferred Tax Expense/(Benefit) United Kingdom (16,079) (9,197) United States (17,369) (5,852) Other (3,509) (739) Total Deferred (36,957) (15,788) Change in Valuation Allowance 36,957 15,788 Total Income Tax Expense/(Benefit) — — |
Schedule of Deferred Tax Assets and Liabilities | Deferred Tax Assets/(Liabilities) (in thousands): December 31, 2021 December 31, 2020 Deferred Tax Assets: Net operating loss carryforwards $ 74,007 $ 43,831 Share-based compensation 10,314 5,392 R&D credit 7,498 5,819 Lease liability 7,040 6,150 Other 1,481 298 Deferred tax assets 100,340 61,490 Deferred Tax Liabilities: Indefinite-lived intangibles (196) (173) Depreciation (3,339) (2,252) Right of use assets (6,733) (5,929) Less: valuation allowance (90,268) (53,311) Net deferred tax liability $ (196) $ (175) |
Schedule of Unrecognized Tax Benefits | December 31, 2021 December 31, 2020 Unrecognized tax benefits as of January 1 $ 513 $ — Gross increases/(decreases) related to current year 165 138 Gross increases/(decreases) related to prior years (12) 375 Foreign currency translation — — Unrecognized tax positions as of December 31 $ 666 $ 513 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of the Deferred Revenue Recognition | A summary of the deferred revenue recognition is as follows (in thousands): Deferred revenue at December 31, 2019 $ 86,214 Deferred revenue recognized as license revenue during the year ended December 31, 2020 (15,563) Effects of exchange rate 2,191 Deferred revenue at December 31, 2020 72,842 Milestone payment from Janssen 30,000 Deferred revenue recognized as license revenue during the year ended December 31, 2021 (37,701) Effects of exchange rate (275) Deferred revenue at December 31, 2021 $ 64,866 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | The components of lease cost for the years ended December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,227 $ 519 Interest on lease liabilities 2 3 Total finance lease cost 1,229 522 Operating lease cost 5,002 3,423 Short-term lease cost 751 714 Total lease cost $ 6,982 $ 4,659 |
Schedule of Consolidated Balance Sheets for Leases | Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, 2021 2020 Operating leases Right-of-use asset $ 22,782 $ 21,486 Capitalized lease obligations $ 23,721 $ 22,221 Finance leases Right-of-use asset $ 27,645 $ 21,596 Capitalized lease obligations $ 12 $ 28 Weighted-average remaining lease term Operating leases 6.5 years 7.0 years Finance leases 176.7 years 175.1 years Weighted-average discount rate Operating leases 8.5 % 8.6 % Finance leases 8.0 % 8.0 % |
Schedule of Other Information Related to Leases | Other information related to leases as of the years ended December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 16 $ 22 Operating cash flows from operating leases $ 4,969 $ 3,791 Financing cash flows from finance leases $ 2 $ 3 Right-of-use assets obtained in exchange for lease liabilities Operating leases $ 4,424 $ 1,889 Finance leases $ — $ — |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows (in thousands): Operating Leases Finance Leases 2022 $ 5,252 $ 13 2023 5,382 — 2024 5,223 — 2025 5,226 — 2026 4,996 — Thereafter 4,251 — Total undiscounted lease payments $ 30,330 $ 13 Less: Imputed interest (6,609) (1) Total lease liabilities $ 23,721 $ 12 |
Principal Business Activity - A
Principal Business Activity - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Description Of Business [Line Items] | ||||
Accumulated deficit | $ (340,589) | $ (261,028) | ||
Cash flows from operations | (10,530) | (63,967) | ||
Cash, cash equivalents and restricted cash | $ 137,703 | $ 209,520 | $ 227,357 | |
Minimum | ||||
Schedule Of Description Of Business [Line Items] | ||||
Offsetting expense, period | 12 months | |||
Janssen Pharmaceuticals Inc | Collaboration Agreement | ||||
Schedule Of Description Of Business [Line Items] | ||||
Collaboration agreement upfront payment | $ 100,000 | |||
Milestone payments | $ 30,000 | |||
Janssen Pharmaceuticals Inc | Collaboration Option And License Agreement | ||||
Schedule Of Description Of Business [Line Items] | ||||
Collaboration agreement upfront payment | $ 100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Tax Incentive Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Tax incentive receivable | $ 12,634 | $ 12,930 |
Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Tax incentive receivable | 5,400 | 5,300 |
VAT receivable | $ 1,900 | $ 4,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Company's Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | $ 953 | |
Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 66,585 | $ 186,938 |
Fair Value, Inputs, Level 1 [Member] | Other long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 953 | |
Fair Value, Inputs, Level 1 [Member] | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | $ 66,585 | $ 186,938 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment And Software [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Estimated useful life (years) | 3 years |
Laboratory Equipment [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Estimated useful life (years) | 5 years |
Manufacturing Equipment [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Estimated useful life (years) | 7 years |
Furniture & Fixtures [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Estimated useful life (years) | 5 years |
Leasehold Improvements [Member] | |
Depreciation Amortization Impairment [Line Items] | |
Estimated useful life (years) | lesser of useful life or remaining term of lease |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Change in Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation [Abstract] | ||
Balance at beginning of period | $ 1,814 | $ 1,655 |
Additional asset retirement obligations during the period | 120 | |
Amortization of interest | 148 | 136 |
Effects of exchange rate | (1) | 23 |
Balance at end of period | $ 2,081 | $ 1,814 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 7,512,787 | 5,659,771 |
Share Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 5,924,690 | 4,824,771 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 1,415,000 | 545,000 |
Restricted Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share, amount | 173,097 | 290,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Non-Current Assets by Geographical Area (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operation By Geographical [Line Items] | ||
Non-current assets | $ 136,921 | $ 91,121 |
United States | ||
Operation By Geographical [Line Items] | ||
Non-current assets | 23,636 | 17,536 |
United Kingdom | ||
Operation By Geographical [Line Items] | ||
Non-current assets | 43,349 | 44,487 |
European Union | ||
Operation By Geographical [Line Items] | ||
Non-current assets | $ 69,936 | $ 29,098 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Impairment charges | $ 0 | $ 0 |
Unrecognized tax positions | 666 | 513 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 |
Licensed Technology | ||
Amortization period | 7 years | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Credit-adjusted risk-free rate | 8 |
Acquisitions - Bullseye (Detail
Acquisitions - Bullseye (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 04, 2021 | Apr. 09, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Acquisition | ||||
Fair value of asset acquisition in process R&D | $ 7,700 | |||
Assumed liabilities | $ 134,763 | $ 125,138 | ||
Research and development expenses | 67,128 | $ 33,910 | ||
Acquisition of Bullseye Therapeutics Inc [Member] | ||||
Acquisition | ||||
Total consideration | $ 1,500 | |||
Fair value of asset acquisition in process R&D | 1,500 | |||
Assumed liabilities | $ 500 | 1,000 | ||
Research and development expenses | $ 500 | |||
Ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | ||||
Acquisition | ||||
Number of shares issued | 80,276 | |||
Share price | $ 13.31 | $ 23.74 | ||
On Closing Date [Member] | Ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | ||||
Acquisition | ||||
Number of shares issued | 12,040 | |||
On Closing Date [Member] | Restricted ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | ||||
Acquisition | ||||
Number of shares issued | 28,097 | |||
Following Closing Date [Member] | Ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | ||||
Acquisition | ||||
Number of shares issued | 40,139 | |||
Term of issue of shares | 18 months | |||
First Anniversary Of Closing Date [Member] | Restricted ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | ||||
Acquisition | ||||
Vesting percentage | 50.00% | |||
Second Anniversary Of Closing Date [Member] | Restricted ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | ||||
Acquisition | ||||
Vesting percentage | 50.00% |
Acquisitions - Emrys Bio Inc. (
Acquisitions - Emrys Bio Inc. (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 09, 2021 | Apr. 09, 2020 |
Acquisition | ||
Fair value of asset acquisition in process R&D | $ 7.7 | |
Acquisition Of Emrys [Member] | ||
Acquisition | ||
Total consideration | $ 7.7 | |
Ordinary Shares [Member] | Acquisition Of Emrys [Member] | ||
Acquisition | ||
Number of shares issued | 580,000 | |
Share price | $ 13.25 | |
On Closing Date [Member] | Ordinary Shares [Member] | Acquisition Of Emrys [Member] | ||
Acquisition | ||
Number of shares issued | 58,000 | 232,000 |
On Closing Date [Member] | Restricted ordinary Shares [Member] | Acquisition Of Emrys [Member] | ||
Acquisition | ||
Number of shares issued | 290,000 | |
Following Closing Date [Member] | Ordinary Shares [Member] | Acquisition Of Emrys [Member] | ||
Acquisition | ||
Number of shares issued | 58,000 | |
Term of issue of shares | 18 months | |
First Anniversary Of Closing Date [Member] | Restricted ordinary Shares [Member] | Acquisition Of Emrys [Member] | ||
Acquisition | ||
Vesting percentage | 50.00% | |
Second Anniversary Of Closing Date [Member] | Restricted ordinary Shares [Member] | Acquisition Of Emrys [Member] | ||
Acquisition | ||
Vesting percentage | 50.00% |
Equity Method and Other Inves_3
Equity Method and Other Investments - Summary of Investments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Ownership Percentage, other investments | 3.00% |
Carrying Value and cost other investments | $ 1,500 |
Total equity method and other investments | 6,665 |
Total equity method and other investments | $ 6,656 |
Visiogene LLC | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentage | 25.00% |
Carrying Value | $ 5,156 |
Cost Basis | $ 5,165 |
Equity Method and Other Inves_4
Equity Method and Other Investments (Details) - USD ($) $ in Thousands | Jan. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Research and development | $ 67,128 | $ 33,910 | |
Visiogene License Agreement | |||
Schedule of Equity Method Investments [Line Items] | |||
Ordinary shares issued in connection with a license agreement (in shares) | 75,000 | ||
Value of shares issued | $ 1,200 | 1,165 | |
Visiogene LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of preferred units acquired | 3,000,000 | ||
Cash consideration | $ 5,000 | ||
Ordinary shares issued in connection with a license agreement (in shares) | 75,000 | ||
Value of shares issued | $ 1,200 | ||
Research and development | $ 10 | ||
Visiogene LLC | Visiogene License Agreement | |||
Schedule of Equity Method Investments [Line Items] | |||
Allocation of payments | 1,000 | ||
Investment allocated amount expensed | 1,000 | ||
Visiogene LLC | Visiogene Unit Agreement | |||
Schedule of Equity Method Investments [Line Items] | |||
Allocation of payments | $ 5,200 |
Prepaid Expenses - Summary of P
Prepaid Expenses - Summary of Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Clinical trial costs | $ 2,322 | $ 1,625 |
Insurance | 2,122 | 2,903 |
Dues and license fees | 1,185 | 515 |
Research and development | 991 | 164 |
Manufacturing costs | 624 | 1,395 |
Rent and facilities costs | 455 | 169 |
Other | 403 | 311 |
Total | $ 8,102 | $ 7,082 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 90,339 | $ 52,429 |
Less: Accumulated depreciation | (14,479) | (8,387) |
Property, plant and equipment, net | 75,860 | 44,042 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 60,878 | 33,777 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,156 | 7,021 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,868 | 7,350 |
Computer and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,750 | 3,713 |
Furniture & Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 687 | $ 568 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Asset retirement obligations, discounted rate | 8.00% | |||
Asset retirement obligations | $ 2,081 | $ 1,814 | $ 1,655 | $ 4,100 |
Depreciation expense | 6,300 | $ 3,700 | ||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset retirement obligations | $ 1,900 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 1,791 | ||
Licensed Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,119 | $ 2,145 | $ 2,100 |
Less: Accumulated Amortization | (328) | (26) | |
Total | $ 1,791 | $ 2,119 |
Intangible Assets - Asset Trans
Intangible Assets - Asset Transaction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets | ||
Amortization expense | $ 300 | $ 20 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Amortization expense | |
2022 | $ 306 |
2023 | 306 |
2024 | 306 |
2025 | 306 |
2026 | 306 |
Thereafter | 261 |
Total | $ 1,791 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Clinical trial costs | $ 12,524 | $ 10,261 |
Compensation and benefits | 6,029 | 3,791 |
Manufacturing costs | 2,889 | 1,886 |
Fixed assets | 2,077 | 949 |
Research and development | 1,735 | 893 |
Professional fees | 1,018 | 1,219 |
Consulting | 858 | 1,047 |
Other | 456 | 815 |
Accrued expenses | $ 27,586 | $ 20,861 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 07, 2018item$ / sharesshares | Jan. 31, 2022shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for issuance | shares | 7,388,448 | 3,054,996 | |||
Additional shares reserved for issuance | shares | 1,778,500 | ||||
Shares available for future issuance | shares | 1,195,477 | ||||
Number of options, Granted | shares | 1,667,700 | 1,666,500 | |||
Weighted-average remaining contractual life of options, outstanding | 7 years 4 months 24 days | 7 years 8 months 1 day | |||
Fair value of options, Vested | $ 14,400 | $ 8,200 | |||
Weighted-average grant date fair value of options granted | $ / shares | $ 11.44 | $ 11.87 | |||
Share-based compensation | $ 20,784 | $ 18,417 | |||
Total share-based compensation | 20,784 | 18,417 | |||
Excess tax benefits, operating activities | $ 0 | 0 | |||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining contractual life of options, outstanding | 10 years | ||||
General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation | $ 11,099 | 12,391 | |||
Research and Development Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation | $ 9,685 | $ 6,026 | |||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of restricted share units, Granted | shares | 870,000 | 545,000 | |||
Period expected to realize unrecognized compensation expense | 3 years 8 months 12 days | ||||
Total compensation expense not yet recognized relating to unvested RSUs | $ 15,600 | ||||
Ordinary shares | shares | 870,000 | 545,000 | |||
Total share-based compensation | $ 6,000 | $ 2,600 | |||
Restricted Stock Units (RSUs) | General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation | 4,900 | 2,500 | |||
Restricted Stock Units (RSUs) | Research and Development Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation | 1,100 | 100 | |||
Share Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unvested options compensation expense not yet recognized | $ 26,100 | ||||
Period expected to realize unrecognized compensation expense | 4 years | ||||
Total share-based compensation | $ 14,800 | 12,900 | |||
Share Options | General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation | 6,200 | 7,000 | |||
Share Options | Research and Development Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation | $ 8,600 | 5,900 | |||
Senior Management [Member] | Restricted Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of restricted share units, Granted | shares | 1,306,348 | ||||
Vesting percentage | 33.33% | ||||
Ordinary shares awarded, per share | $ / shares | $ 15 | ||||
Ordinary shares | shares | 1,306,348 | ||||
Fully-diluted outstanding shares | 5.00% | ||||
Number of quarters for vesting | item | 8 | ||||
Share-based compensation | 6,500 | ||||
Total share-based compensation | 2,900 | ||||
Senior Management [Member] | Restricted Shares | General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation | $ 3,600 | ||||
Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 36 months | ||||
certain executives, employees and consultants | Restricted Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of restricted share units, Granted | shares | 2,186,200 | ||||
Ordinary shares | shares | 2,186,200 | ||||
certain executives, employees and consultants | Share Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options, Granted | shares | 2,186,200 | ||||
First Anniversary [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Second Anniversary [Member] | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50.00% | ||||
Third Anniversary [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Fourth Anniversary [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Over Three Years [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 36 months |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Company's Share Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Number of options, Beginning balance | 4,824,771 | 3,645,360 |
Number of options, Granted | 1,667,700 | 1,666,500 |
Number of options, Exercised | (186,638) | (109,296) |
Number of options, Expired | 0 | |
Number of options, Forfeited | (381,143) | (377,793) |
Number of options, Ending balance | 5,924,690 | 4,824,771 |
Weighted-Average Exercise Price | ||
Weighted-average exercise price, Beginning balance | $ 11.85 | $ 9.31 |
Weighted-average exercise price, Granted | 15.53 | 15.91 |
Weighted-average exercise price, Exercised | 9.16 | 7.69 |
Weighted-average exercise price, Expired | 0 | |
Weighted-average exercise price, Forfeited | 12.22 | 15.71 |
Weighted-average exercise price, Ending balance | $ 13.16 | $ 11.85 |
Options additional disclosures | ||
Number of options, Options exercisable | 3,275,644 | |
Weighted-average exercise price, Options exercisable | $ 10.95 | |
Weighted-average remaining contractual life of options, outstanding | 7 years 4 months 24 days | 7 years 8 months 1 day |
Weighted-average remaining contractual life of options, exercisable | 6 years 5 months 23 days | |
Aggregate intrinsic value, options outstanding | $ 62,702 | |
Aggregate intrinsic value, options exercisable | $ 41,884 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Grant Date Fair Values of the Share Options Granted Black-Scholes Valuation Model (Details) - Share Options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.62% | 0.32% |
Risk-free interest rate, maximum | 1.39% | 2.56% |
Expected volatility | 90.00% | 90.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 5 years 6 months | 5 years 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Share Units (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of restricted share units | ||
Number of restricted share units, Beginning balance | 545,000 | |
Number of restricted share units, Granted | 870,000 | 545,000 |
Number of restricted share units, Ending balance | 1,415,000 | 545,000 |
Weighted-average grant date fair value | ||
Weighted-average grant date fair value, Beginning balance | $ 20.02 | |
Weighted-average grant date fair value, Granted | 15.36 | $ 20.02 |
Weighted-average grant date fair value, Ending balance | $ 17.16 | $ 20.02 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Expense [Line Items] | ||
Total share-based compensation | $ 20,784 | $ 18,417 |
General and Administrative Expense [Member] | ||
Share Based Compensation Expense [Line Items] | ||
Total share-based compensation | 11,099 | 12,391 |
Research and Development Expenses [Member] | ||
Share Based Compensation Expense [Line Items] | ||
Total share-based compensation | $ 9,685 | $ 6,026 |
Ordinary Shares - Additional In
Ordinary Shares - Additional Information (Details) - USD ($) $ in Thousands | Oct. 09, 2021 | Oct. 04, 2021 | Jan. 04, 2021 | Apr. 09, 2020 | Dec. 31, 2020 | Nov. 30, 2020 | Jul. 31, 2019 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Feb. 27, 2019 |
Common stock, shares issued | 44,189,150 | 44,189,150 | 44,548,925 | 44,189,150 | |||||||||
Proceeds from the issuance of ordinary shares | $ 87,051 | ||||||||||||
Offering costs | $ 5,141 | ||||||||||||
Visiogene License Agreement | |||||||||||||
Ordinary shares issued in connection with a license agreement (in shares) | 75,000 | ||||||||||||
Issuance of shares in connection with a license agreement | $ 1,200 | $ 1,165 | |||||||||||
Ordinary Shares [Member] | |||||||||||||
Common stock, shares issued | 22,500 | ||||||||||||
Ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | |||||||||||||
Number of shares issued | 80,276 | ||||||||||||
Ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | On Closing Date [Member] | |||||||||||||
Number of shares issued | 12,040 | ||||||||||||
Ordinary Shares [Member] | Acquisition of Bullseye Therapeutics Inc [Member] | Following Closing Date [Member] | |||||||||||||
Number of shares issued | 40,139 | ||||||||||||
Ordinary Shares [Member] | Acquisition Of Emrys [Member] | |||||||||||||
Number of shares issued | 580,000 | ||||||||||||
Common stock, shares issued | 522,000 | ||||||||||||
Ordinary Shares [Member] | Acquisition Of Emrys [Member] | On Closing Date [Member] | |||||||||||||
Number of shares issued | 58,000 | 232,000 | |||||||||||
Ordinary Shares [Member] | Acquisition Of Emrys [Member] | Following Closing Date [Member] | |||||||||||||
Number of shares issued | 58,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Common stock, shares issued | 750,000 | 5,000,000 | 750,000 | 750,000 | |||||||||
Proceeds from the issuance of ordinary shares | $ 9,600 | $ 64,300 | |||||||||||
Offering costs | $ 4,600 | ||||||||||||
At-the-market offering [Member] | |||||||||||||
Offering costs | $ 500 | ||||||||||||
Aggregate offer price | $ 75,000 | ||||||||||||
Proceeds from issuance of private placement | $ 13,200 | ||||||||||||
Number of ordinary shares sold | 993,448 | ||||||||||||
JJDC | Private Placement [Member] | |||||||||||||
Common stock, shares issued | 2,898,550 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Income Taxes Disclosure [Line Items] | |||
Federal net operating loss carryforwards | $ 6,800 | ||
State net operating loss carryforwards | $ 6,700 | ||
Deferred tax assets, tax credit carryforwards | $ 7,498 | $ 5,819 | |
Unrecognized tax positions | 666 | 513 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | |
Income tax expense (benefit) | $ 0 | $ 0 | |
Her Majesty's Revenue and Customs (HMRC) [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Tax rate | 25.00% | ||
United Kingdom | Federal [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 164,288 | ||
United Kingdom | Her Majesty's Revenue and Customs (HMRC) [Member] | Research Tax Credit Carryforward | |||
Income Taxes Disclosure [Line Items] | |||
Deferred tax assets, tax credit carryforwards | 1,500 | ||
United States | Federal [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Deferred tax assets, tax credit carryforwards | 6,700 | ||
Net operating loss carryforwards | 73,568 | ||
Other | Federal [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 35,296 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Federal [Member] | United Kingdom | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 164,288 |
Federal [Member] | United States | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 73,568 |
State [Member] | United States | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 73,308 |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Pre-Tax Earnings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Before Income Taxes [Line Items] | ||
Total | $ (79,561) | $ (57,992) |
U.K. [Member] | Her Majesty's Revenue and Customs (HMRC) [Member] | United Kingdom | ||
Income Before Income Taxes [Line Items] | ||
Total | (17,056) | (41,373) |
Federal [Member] | Internal Revenue Service (IRS) [Member] | United States | ||
Income Before Income Taxes [Line Items] | ||
Total | (49,223) | (13,472) |
Other Countries Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | Other | ||
Income Before Income Taxes [Line Items] | ||
Total | $ (13,282) | $ (3,147) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Income Tax Benefit with Amounts at the U.K. Statutory Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change in valuation allowance | $ 36,957 | $ 15,788 |
Total Income Tax Expense (Benefit) | 0 | 0 |
Her Majesty's Revenue and Customs (HMRC) [Member] | ||
Statutory rate | (15,117) | (11,019) |
Permanent differences - other | 934 | 1,976 |
RTP and other adjustments | (2,735) | (2,136) |
State and local rate, net of federal tax | (5,850) | (1,478) |
U.K. tax credit | (1,464) | 574 |
U.S. tax credit | (1,491) | (1,242) |
Foreign tax rate differential | (540) | (254) |
UK rate change (19% & 25% at expected DTA turn) | (10,247) | (2,234) |
US state rate change | (447) | 25 |
Change in valuation allowance | $ 36,957 | $ 15,788 |
Tax rate | 19.00% | 19.00% |
Permanent differences - other | (1.17%) | (3.41%) |
RTP and other adjustments | 3.44% | 3.68% |
State and local rate, net of federal tax | 7.35% | 2.55% |
U.K. tax credit | 1.84% | (0.99%) |
U.S. tax credit | 1.87% | 2.14% |
Foreign tax rate differential | 0.68% | 0.44% |
UK rate change (19% & 25% at expected DTA turn) | 12.88% | 3.85% |
US state rate change | 0.56% | (0.04%) |
Change in valuation allowance | (46.45%) | (27.22%) |
Actual income tax benefit effective tax rate | 0.00% | 0.00% |
Her Majesty's Revenue and Customs (HMRC) [Member] | Tax Year 2020 | ||
Tax rate | 25.00% |
Income Taxes - Schedule of Expe
Income Taxes - Schedule of Expense (Benefit) for Income Taxes from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Expense/(Benefit) | ||
Total Deferred | $ (36,957) | $ (15,788) |
Change in Valuation Allowance | 36,957 | 15,788 |
Total Income Tax Expense (Benefit) | 0 | 0 |
United Kingdom | ||
Deferred Tax Expense/(Benefit) | ||
Foreign | (16,079) | (9,197) |
United States | ||
Deferred Tax Expense/(Benefit) | ||
United States | (17,369) | (5,852) |
Other | ||
Deferred Tax Expense/(Benefit) | ||
Foreign | $ (3,509) | $ (739) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 74,007 | $ 43,831 |
Share-based compensation | 10,314 | 5,392 |
R&D credit | 7,498 | 5,819 |
Lease liability | 7,040 | 6,150 |
Other | 1,481 | 298 |
Deferred tax assets | 100,340 | 61,490 |
Deferred Tax Liabilities: | ||
Indefinite-lived intangibles | (196) | (173) |
Depreciation | (3,339) | (2,252) |
Right of use assets | (6,733) | (5,929) |
Less: valuation allowance | (90,268) | (53,311) |
Net deferred tax liability | (196) | $ (175) |
Federal [Member] | United States | ||
Deferred Tax Assets: | ||
R&D credit | $ 6,700 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Uncertainties [Abstract] | ||
Unrecognized tax benefits, beginning balance | $ 513 | |
Gross increases/(decreases) related to current year | 165 | $ 138 |
Gross increases related to prior years | 375 | |
Gross (decreases) related to prior years | (12) | |
Unrecognized tax benefits, ending balance | $ 666 | $ 513 |
Related Party Transactions - Co
Related Party Transactions - Collaboration and License Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Jan. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 27, 2019 | |
Related Party Transaction [Line Items] | ||||||
Shares issued to related party | 44,548,925 | 44,189,150 | ||||
Clinical IRD Product Candidate development | ||||||
Related Party Transaction [Line Items] | ||||||
Milestone payments | $ 30,000 | |||||
Clinical IRD Product Candidate development | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Additional development and commercialization milestones | $ 340,000 | |||||
Clinical IRD Product Candidate development | Collaboration Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Royalties receivable, as a percentage | 20.00% | |||||
JJDC | Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued to related party | 2,898,550 | |||||
Janssen Pharmaceuticals Inc | Collaboration Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Collaboration agreement upfront payment | $ 100,000 | |||||
Milestone payments | 30,000 | |||||
Deferred revenue - related party recognized as license revenue | 37,701 | $ 15,563 | ||||
Reimbursement of research and development expenses | $ 69,000 | $ 57,400 | ||||
Janssen Pharmaceuticals Inc | Collaboration Option And License Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Collaboration agreement upfront payment | $ 100,000 | |||||
Janssen Pharmaceuticals Inc | Research, development and commercialization of gene therapies | Collaboration Option And License Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Collaboration agreement upfront payment | $ 100,000 | |||||
Janssen Pharmaceuticals Inc | Clinical IRD Product Candidate development | Collaboration Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of costs payable on annual net sales of licensed product statement | 100.00% | |||||
Janssen Pharmaceuticals Inc | Research IRD Candidates development | Collaboration Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of clinical and commercialization costs to be paid by related party | 100.00% |
Related Party Transactions - Pe
Related Party Transactions - Performance Obligation (Details) - Collaboration Agreement - Janssen Pharmaceuticals Inc - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 $ in Millions | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 64.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years 6 months |
Related Party Transactions - Re
Related Party Transactions - Revenue Recognition (Details) - Janssen Pharmaceuticals Inc - Collaboration Agreement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Deferred revenue at the beginning | $ 72,842 | $ 86,214 |
Milestone payments | 30,000 | |
Deferred revenue recognized as license revenue during period | (37,701) | (15,563) |
Effects of exchange rate | (275) | 2,191 |
Deferred revenue at the end | $ 64,866 | $ 72,842 |
Related Party Transactions - Li
Related Party Transactions - License Agreement (Details) $ in Thousands, £ in Millions | Mar. 23, 2020USD ($) | Mar. 15, 2018USD ($)shares | Mar. 15, 2018GBP (£)shares | Feb. 04, 2015USD ($)item | Feb. 04, 2015GBP (£)item | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||
Research and development expenses | $ 67,128 | $ 33,910 | |||||
License Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due under services agreement | 10 | 0 | |||||
Research and development expenses | 400 | $ 30 | |||||
UCL Business, PLC [Member] | License Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of collaborations programs | item | 8 | 8 | |||||
Aggregate sales milestone payments payable | £ 39.8 | $ 53,700 | |||||
Maintenance fee | $ 70 | £ 0.5 | |||||
License arrangement upfront payment | $ 50 | ||||||
Development and sales milestone payments | 39,250 | ||||||
Patent prosecution and maintenance costs | $ 30 | ||||||
UCL Business, PLC [Member] | License Agreement For Inherited Retinal Disease Programs Related To CNGB3 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
License arrangement upfront payment | $ 1,200 | £ 1.5 | |||||
Ordinary shares issued in connection with a license agreement (in shares) | shares | 158,832 | 158,832 | |||||
Issuance of shares in connection with a license agreement | $ 2,000 | £ 1.5 |
Related Party Transactions - Le
Related Party Transactions - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Operating lease rent expenses | $ 5,000 | $ 3,300 |
Cash paid | 4,969 | 3,791 |
ARE East River Science Park LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Operating lease, right of use asset write-off | 900 | |
Operating lease liability write-off | 1,000 | |
Net gain on write-off of operating lease right of use asset and liability | 100 | |
Operating lease rent expenses | $ 0 | 100 |
ARE East River Science Park LLC [Member] | Vivarium Space Operating Lease | ||
Related Party Transaction [Line Items] | ||
Operating lease, term of contract | 12 months | |
Cash paid | $ 90 | 20 |
Amount due | 0 | 0 |
Lease commitment | 90 | |
ARE East River Science Park LLC [Member] | Vivarium Space Operating Lease | Loss from operations | ||
Related Party Transaction [Line Items] | ||
Operating lease rent expenses | 90 | 20 |
Kadmon Corporation LLC [Member] | Loss from operations | ||
Related Party Transaction [Line Items] | ||
Operating lease rent expenses | $ 500 | $ 600 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands, € in Millions | Aug. 04, 2020USD ($)contractproperty | Aug. 04, 2020EUR (€)contractproperty | Dec. 31, 2021USD ($)lease | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2021EUR (€)lease |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease rent expenses | $ 5,000 | $ 3,300 | ||||
Annual lease cost and annual maintenance fees | 400 | € 0.3 | ||||
Right-of-use asset | 22,782 | 21,486 | ||||
Operating lease liability | $ 23,721 | 22,221 | ||||
Building one | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Capitalized building costs | 13,800 | € 11.9 | ||||
Building two | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Capitalized building costs | $ 8,900 | € 7.5 | ||||
Janssen Pharmaceuticals Inc | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of operating leases | lease | 7 | 7 | ||||
Right-of-use asset | $ 2,200 | |||||
Operating lease liability | $ 2,300 | |||||
Meira Ireland [Member] | Shannon Free Zone [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of agreements | contract | 2 | 2 | ||||
Number of properties | property | 2 | 2 | ||||
Purchase price consideration | $ 21,200 | € 18 | ||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 3 years | 3 years | ||||
Minimum | Janssen Pharmaceuticals Inc | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, term of contract | 5 years | 5 years | ||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 191 years | 191 years | ||||
Maximum | Janssen Pharmaceuticals Inc | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, term of contract | 6 years | 6 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Amortization of right-of-use assets | $ 1,227 | $ 519 |
Interest on lease liabilities | 2 | 3 |
Total finance lease cost | 1,229 | 522 |
Operating lease cost | 5,002 | 3,423 |
Short-term lease cost | 751 | 714 |
Total lease cost | $ 6,982 | $ 4,659 |
Leases - Schedule of Consolidat
Leases - Schedule of Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
Right-of-use asset | $ 22,782 | $ 21,486 |
Capitalized lease obligations | $ 23,721 | $ 22,221 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Liabilities | Liabilities |
Finance leases | ||
Right-of-use asset | $ 27,645 | $ 21,596 |
Capitalized lease obligations | $ 12 | $ 28 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Weighted-average remaining lease term | ||
Operating leases | 6 years 6 months | 7 years |
Finance leases | 176 years 8 months 12 days | 175 years 1 month 6 days |
Weighted-average discount rate | ||
Operating leases | 8.50% | 8.60% |
Finance leases | 8.00% | 8.00% |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 16 | $ 22 |
Operating cash flows from operating leases | 4,969 | 3,791 |
Financing cash flows from finance leases | 2 | 3 |
Right-of-use assets obtained in exchange for lease liabilities | ||
Operating leases | $ 4,424 | $ 1,889 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 5,252 | |
2023 | 5,382 | |
2024 | 5,223 | |
2025 | 5,226 | |
2026 | 4,996 | |
Thereafter | 4,251 | |
Total undiscounted lease payments | 30,330 | |
Less: Imputed interest | (6,609) | |
Operating lease liability | 23,721 | $ 22,221 |
Finance Leases | ||
2022 | 13 | |
Total undiscounted lease payments | 13 | |
Less: Imputed interest | (1) | |
Finance lease liability | $ 12 | $ 28 |
Commitments - License Agreement
Commitments - License Agreement (Details) $ in Thousands, £ in Millions | Mar. 23, 2020USD ($) | Mar. 15, 2018USD ($)shares | Mar. 15, 2018GBP (£)shares | Feb. 04, 2015USD ($)item | Feb. 04, 2015GBP (£)item | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Other Commitments [Line Items] | |||||||
Research and development expenses | $ 67,128 | $ 33,910 | |||||
License Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Amount due under services agreement | 10 | 0 | |||||
Research and development expenses | 400 | $ 30 | |||||
UCL Business, PLC [Member] | License Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Number of collaborations programs | item | 8 | 8 | |||||
Aggregate sales milestone payments payable | £ 39.8 | $ 53,700 | |||||
Maintenance fee | $ 70 | £ 0.5 | |||||
License arrangement upfront payment | $ 50 | ||||||
Development and sales milestone payments | 39,250 | ||||||
Patent prosecution and maintenance costs | $ 30 | ||||||
UCL Business, PLC [Member] | License Agreement For Inherited Retinal Disease Programs Related To CNGB3 [Member] | |||||||
Other Commitments [Line Items] | |||||||
License arrangement upfront payment | $ 1,200 | £ 1.5 | |||||
Ordinary shares issued in connection with a license agreement (in shares) | shares | 158,832 | 158,832 | |||||
Issuance of shares in connection with a license agreement | $ 2,000 | £ 1.5 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2017 | Aug. 01, 2016 | Dec. 31, 2021 | Dec. 31, 2020 |
Compensation And Retirement Disclosure [Line Items] | ||||
Defined benefit plan, plan assets, contributions by employer | $ 1.8 | $ 1.1 | ||
United States | ||||
Compensation And Retirement Disclosure [Line Items] | ||||
Defined contribution plan, annual contributions per employee, percent | 6.00% | |||
United States | Minimum | ||||
Compensation And Retirement Disclosure [Line Items] | ||||
Defined contribution plan, employee eligibility age | 21 years | |||
United Kingdom [Member] | ||||
Compensation And Retirement Disclosure [Line Items] | ||||
Defined contribution plan, annual contributions per employee, percent | 0.50% | |||
United Kingdom [Member] | Minimum | ||||
Compensation And Retirement Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent | 7.50% | |||
United Kingdom [Member] | Maximum | ||||
Compensation And Retirement Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent | 10.00% | |||
Ireland | ||||
Compensation And Retirement Disclosure [Line Items] | ||||
Defined contribution plan, employer contribution exclusive of employee match, percent | 4.50% | |||
Belgium | ||||
Compensation And Retirement Disclosure [Line Items] | ||||
Defined contribution plan, employer contribution exclusive of employee match, percent | 8.00% |