Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Entity File Number | 001-38916 | |
Entity Registrant Name | Bicycle Therapeutics plc | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Blocks A & B, Portway Building, Granta Park | |
Entity Address, City or Town | Great Abington, Cambridge, | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | CB21 6GS | |
City Area Code | +44 | |
Local Phone Number | 1223 261503 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001761612 | |
Amendment Flag | false | |
Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, nominal value £0.01 per share* | |
No Trading Symbol Flag | true | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 38,073,148 | |
American Depositary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share | |
Trading Symbol | BCYC | |
Security Exchange Name | NASDAQ | |
Non-voting ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,705,882 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 456,997 | $ 526,423 |
Prepaid expenses and other current assets | 19,903 | 11,406 |
Research and development incentives receivable | 39,062 | 24,039 |
Total current assets | 515,962 | 561,868 |
Property and equipment, net | 12,788 | 14,515 |
Operating lease right-of-use assets | 12,025 | 13,169 |
Other assets | 6,368 | 5,792 |
Total assets | 547,143 | 595,344 |
Current liabilities: | ||
Accounts payable | 7,061 | 13,050 |
Accrued expenses and other current liabilities | 26,029 | 31,509 |
Deferred revenue, current portion | 16,420 | 24,978 |
Total current liabilities | 49,510 | 69,537 |
Long-term debt, net of discount | 30,802 | 30,698 |
Operating lease liabilities, net of current portion | 8,048 | 9,382 |
Deferred revenue, net of current portion | 98,127 | 110,216 |
Other long-term liabilities | 4,608 | 4,579 |
Total liabilities | 191,095 | 224,412 |
Commitments and contingencies (Note 11) | ||
Shareholders' equity: | ||
Ordinary shares, including non-voting ordinary shares, £0.01 nominal value; 61,876,165 and 59,612,613 shares authorized on March 31, 2024 and December 31, 2023, respectively; 42,632,597 and 42,431,766 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 553 | 550 |
Additional paid-in capital | 894,596 | 883,446 |
Accumulated other comprehensive loss | (778) | (1,304) |
Accumulated deficit | (538,323) | (511,760) |
Total shareholders' equity | 356,048 | 370,932 |
Total liabilities and shareholders' equity | $ 547,143 | $ 595,344 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - £ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Ordinary shares, nominal value | £ 0.01 | £ 0.01 |
Ordinary shares, shares authorized | 61,876,165 | 59,612,613 |
Ordinary shares, shares issued | 42,632,597 | 42,431,766 |
Ordinary shares, shares outstanding | 42,632,597 | 42,431,766 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss | ||
Collaboration revenues | $ 19,530 | $ 4,896 |
Operating expenses: | ||
Research and development | 34,864 | 32,211 |
General and administrative | 16,382 | 14,488 |
Total operating expenses | 51,246 | 46,699 |
Loss from operations | (31,716) | (41,803) |
Other income (expense): | ||
Interest income | 5,624 | 2,929 |
Interest expense | (821) | (808) |
Total other income (expense), net | 4,803 | 2,121 |
Net loss before income tax provision | (26,913) | (39,682) |
Benefit from income taxes | (350) | (618) |
Net loss | $ (26,563) | $ (39,064) |
Net loss per share, basic | $ (0.62) | $ (1.30) |
Net loss per share, diluted | $ (0.62) | $ (1.30) |
Weighted average ordinary shares outstanding, basic | 42,560,091 | 30,001,725 |
Weighted average ordinary shares outstanding, diluted | 42,560,091 | 30,001,725 |
Comprehensives loss: | ||
Net Income (Loss) | $ (26,563) | $ (39,064) |
Other comprehensive income: | ||
Foreign currency translation adjustment | 526 | (316) |
Total comprehensive loss | $ (26,037) | $ (39,380) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2022 | $ 387 | $ 601,105 | $ 387 | $ (331,096) | $ 270,783 |
Beginning balance (in shares) at Dec. 31, 2022 | 29,873,893 | ||||
Increase (decrease) in shareholders' equity (deficit) | |||||
Issuance of ADSs upon exercise of share options | 1 | 1 | |||
Issuance of ADSs upon exercise of share options (in shares) | 877 | ||||
Issuance of ADSs, net of commissions and offering expenses | $ 1 | 2,715 | 2,716 | ||
Issuance of ADSs, net of commissions and offering expenses (in shares) | 100,000 | ||||
Issuance of ADSs upon settlement of restricted share units | $ 1 | 1 | |||
Issuance of ADSs upon settlement of restricted share units (in shares) | 56,988 | ||||
Share-based compensation expense | 9,042 | 9,042 | |||
Foreign currency translation adjustment | (316) | (316) | |||
Net Income (Loss) | (39,064) | (39,064) | |||
Ending balance at Mar. 31, 2023 | $ 389 | 612,863 | 71 | (370,160) | 243,163 |
Ending balance (in shares) at Mar. 31, 2023 | 30,031,758 | ||||
Beginning balance at Dec. 31, 2023 | $ 550 | 883,446 | (1,304) | (511,760) | $ 370,932 |
Beginning balance (in shares) at Dec. 31, 2023 | 42,431,766 | 42,431,766 | |||
Increase (decrease) in shareholders' equity (deficit) | |||||
Issuance of ADSs upon exercise of share options | $ 2 | 1,868 | $ 1,870 | ||
Issuance of ADSs upon exercise of share options (in shares) | 133,735 | ||||
Issuance of ADSs upon settlement of restricted share units | $ 1 | 1 | |||
Issuance of ADSs upon settlement of restricted share units (in shares) | 67,096 | ||||
Share-based compensation expense | 9,282 | 9,282 | |||
Foreign currency translation adjustment | 526 | 526 | |||
Net Income (Loss) | (26,563) | (26,563) | |||
Ending balance at Mar. 31, 2024 | $ 553 | $ 894,596 | $ (778) | $ (538,323) | $ 356,048 |
Ending balance (in shares) at Mar. 31, 2024 | 42,632,597 | 42,632,597 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Condensed Consolidated Statements of Shareholders' Equity | |
Offering expenses | $ 0.1 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (26,563) | $ (39,064) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 9,282 | 9,042 |
Depreciation and amortization | 1,658 | 1,557 |
Non-cash interest | 104 | 102 |
Deferred income tax benefit | (767) | (2,106) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,519 | |
Research and development incentives receivable | (15,268) | (6,830) |
Prepaid expenses and other assets | (8,390) | (1,735) |
Operating lease right-of-use assets | 1,085 | 1,009 |
Accounts payable | (5,923) | (2,001) |
Accrued expenses and other current liabilities | (5,412) | (3,130) |
Operating lease liabilities | (1,179) | (1,034) |
Deferred revenue | (19,555) | (4,900) |
Other long-term liabilities | 59 | 160 |
Net cash used in operating activities | (70,869) | (46,411) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (12) | (2,099) |
Net cash used in investing activities | (12) | (2,099) |
Cash flows from financing activities: | ||
Proceeds from the issuance of ADSs, net of issuance costs | 2,716 | |
Proceeds from the exercise of share options and sale of ordinary shares | 1,871 | 2 |
Net cash provided by financing activities | 1,871 | 2,718 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (416) | 453 |
Net decrease in cash, cash equivalents and restricted cash | (69,426) | (45,339) |
Cash, cash equivalents and restricted cash at beginning of period | 526,970 | 339,154 |
Cash, cash equivalents and restricted cash at end of period | 457,544 | 293,815 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 456,997 | 293,815 |
Restricted cash included in other assets | 547 | |
Total cash, cash equivalents and restricted cash | 457,544 | 293,815 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 686 | 679 |
Cash paid for amounts included in the measurement of operating lease liabilities | 1,435 | 1,351 |
Changes in purchases of property and equipment in accounts payable and accrued expenses | $ 26 | (1,737) |
Advance billings on deferred revenue included in accounts receivable | 50,000 | |
Non-cash impact right-of-use asset and operating lease liabilities | $ 5,849 |
Nature of the business and basi
Nature of the business and basis of presentation | 3 Months Ended |
Mar. 31, 2024 | |
Nature of the business and basis of presentation | |
Nature of the business and basis of presentation | 1. Nature of the business and basis of presentation Bicycle Therapeutics plc (collectively with its subsidiaries, the “Company”) is a clinical-stage biopharmaceutical company developing a novel class of medicines, which the Company refers to as Bicycle ® ® ® ® TM The accompanying condensed consolidated financial statements include the accounts of Bicycle Therapeutics plc and its wholly owned subsidiaries, BicycleTx Limited, BicycleRD Limited and Bicycle Therapeutics Inc. All intercompany balances and transactions have been eliminated on consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Liquidity As of March 31, 2024, the Company had cash and cash equivalents of $457.0 million. The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital. The Company has funded its operations primarily with proceeds from the sale of its ordinary shares, American Depositary Shares representing ordinary shares (“ADSs”), including in offerings pursuant to its at-the-market offering (“ATM”) program, and non-voting ordinary shares, proceeds received from its collaboration arrangements (Note 9) and borrowings from a loan agreement with Hercules Capital, Inc. (“Hercules”) (Note 6). On June 5, 2020, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (the “Sales Agents”) with respect to its ATM program pursuant to which the Company may offer and sell through the Sales Agents, from time to time at the Company’s sole discretion, ADSs. No ADSs were issued or sold pursuant to the Sales Agreement during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company issued and sold 100,000 ADSs under the Sales Agreement for gross proceeds of $2.8 million, resulting in net proceeds of $2.7 million, after deducting sales commissions and offering expenses of $0.1 million. The Company has incurred recurring losses since inception, including net losses of $26.6 million and $39.1 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company had an accumulated deficit of $538.3 million. The Company expects to continue to generate operating losses in the foreseeable future. The Company expects that its cash will be sufficient to fund its operating expenses and capital expenditure requirements through at least twelve months from the issuance date of these interim condensed consolidated financial statements. The Company expects its expenses to increase substantially in connection with ongoing activities, particularly as the Company advances its clinical trials for its product candidates in development and preclinical activities. Accordingly, the Company will need to obtain additional funding in connection with continuing operations. If the Company is unable to raise funding when needed, or on attractive terms, it could be forced to delay, reduce or eliminate its research or drug development programs or any future commercialization efforts. There is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of delays in initiating or continuing research programs and clinical trials, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, if approved, dependence on key personnel and collaboration partners, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations, and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. Even if the Company’s research and development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the “SEC”), on February 20, 2024 (the “2023 Annual Report”). Since the date of such consolidated financial statements, there have been no changes to the Company’s significant accounting policies, other than those disclosed below. Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual for research and development expenses, share-based compensation expense, valuation of right-of-use assets and liabilities and income taxes, including the valuation allowance for deferred tax assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. Significant risks and uncertainties The Company currently operates in a period of economic uncertainty which has been significantly impacted by domestic and global monetary and fiscal policy, geopolitical conflicts such as the ongoing wars involving Ukraine and Israel, inflation and interest rates, and fluctuations in monetary exchange rates. While the Company has experienced limited financial impacts at this time, the Company continues to monitor these factors and events and the potential effects each may have on the Company’s business, financial condition, results of operations and growth prospects. Unaudited interim financial information Certain information in the footnote disclosures of these financial statements has been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s 2023 Annual Report. The accompanying condensed consolidated balance sheet as of March 31, 2024, the condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of shareholders’ equity and condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the related financial information disclosed in these notes are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements for the year ended December 31, 2023, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024, the results of its operations and its cash flows for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. Research and development incentives and receivable The Company, through its subsidiaries in the United Kingdom, receives reimbursements of certain research and development expenditures as part of a United Kingdom government’s research and development tax reliefs program. Under the Small and Medium-sized Enterprises (“SME”) R&D Tax Relief program, the Company is able to surrender trading losses that arise from qualifying research and development expenses incurred by the Company’s subsidiaries in the United Kingdom for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023, and up to 18.6% of qualifying expenditure incurred thereafter. Amendments to the U.K. R&D tax credit regime included in Finance Act 2024, which was enacted in February 2024, increased the cash rebate that may be claimed to 26.97% of qualifying expenditure, retroactively applied to qualifying expenditures incurred after April 1, 2023, if we qualify as “R&D intensive” for an accounting period (broadly, a loss making SME whose relevant R&D expenditure represents, for accounting periods beginning on or after April 1, 2023, 40%, or, for accounting periods beginning on or after April 1, 2024, 30%, of its total expenditure for that accounting period). Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each period end, management estimates the reimbursement available to the Company based on available information at the time. The Company recognizes income from the research and development incentives when the relevant expenditure has been incurred, the associated conditions have been satisfied and there is reasonable assurance that the reimbursement will be received. The Company records these research and development incentives as a reduction to research and development expenses in the statements of operations and comprehensive loss, as the research and development tax credits are not dependent on us generating future taxable income, the Company’s ongoing tax status, or tax position. The research and development incentives receivable represent an amount due in connection with the above program. The Company recorded a reduction to research and development expense of $15.3 million during the three months ended March 31, 2024, inclusive of $9.7 million associated with the increase to U.K. R&D tax credit reimbursement rates enacted with Finance Act 2024. The Company recorded a reduction to research and development expense of $6.8 million during the three months ended March 31, 2023. Recently adopted accounting pronouncements There have been no recently adopted accounting pronouncements during the three months ended March 31, 2024 that are of significance or potential significance to the Company. Recently issued accounting pronouncements not yet adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures |
Fair value of financial assets
Fair value of financial assets and liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Fair value of financial assets and liabilities | |
Fair value of financial assets and liabilities | 3. Fair value of financial assets and liabilities Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1, Quoted prices in active markets for identical assets or liabilities; Level 2, Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data; Level 3, unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash, cash equivalents and restricted cash, accounts receivable, research and development incentives receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. As of March 31, 2024, and December 31, 2023, the carrying value of the long-term debt approximates its fair value, which was determined using unobservable Level 3 inputs, including quoted interest rates from a lender for borrowings with similar terms. Cash, cash equivalents and restricted cash The Company considers all highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less at the date of purchase to be cash equivalents. As of March 31, 2024, the Company had cash equivalents of $22.4 million, consisting of interest-bearing money market funds which are considered Level 1 assets. As of December 31, 2023, the Company had cash equivalents of $72.3 million, consisting of $22.1 million of interest-bearing money market funds and $50.2 million of 30-day As of March 31, 2024, the Company had $0.5 million of restricted cash related to a collateralized letter of credit in connection with the Company’s lease for office and laboratory space in Cambridge, Massachusetts, which is included within other assets in the Company’s condensed consolidated balance sheet. |
Property and equipment, net
Property and equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property and equipment, net | |
Property and equipment, net | 4. Property and equipment, net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2024 2023 Laboratory equipment $ 15,478 $ 15,554 Leasehold improvements 10,908 11,000 Computer equipment and software 529 532 Furniture and office equipment 814 822 27,729 27,908 Less: Accumulated depreciation and amortization (14,941) (13,393) $ 12,788 $ 14,515 Depreciation expense was $1.7 million and $1.6 million for the three months ended March 31, 2024 and 2023, respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 5. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued employee compensation and benefits $ 5,545 $ 13,394 Accrued external research and development expenses 13,845 11,839 Accrued professional fees 1,493 1,143 Current portion of operating lease liabilities 4,974 4,876 Other 172 257 $ 26,029 $ 31,509 |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-term debt | |
Long-term debt | 6. Long-term debt On September 30, 2020, Bicycle Therapeutics plc and its subsidiaries (the “Borrowers”) entered into a loan and security agreement (the “Loan Agreement”) with Hercules, as amended from time to time, which provides for aggregate maximum borrowings of up to $75.0 million. As of March 31, 2024, the Company had borrowings under the Loan Agreement of $30.0 million. The Loan Agreement includes, at the Borrowers’ request, potential for additional term loans, subject to satisfaction of customary conditions, in an aggregate principal amount of up to $45.0 million. Payments on borrowings under the Loan Agreement are interest-only until April 1, 2025 and interest is paid at an annual rate of the Wall Street Journal At the Borrowers’ option, the Borrowers may prepay all or any portion greater than $5.0 million of the outstanding borrowings, subject to a prepayment premium equal to 1.0% of the principal amount outstanding. The Loan Agreement also provides for an end of term charge (the “End of Term Charge”), payable upon maturity or the repayment of obligations under the Loan Agreement, equal to 5.0% of the principal amount repaid. Borrowings under the Loan Agreement are collateralized by substantially all of the Borrower’s personal property and other assets, other than their intellectual property. Hercules has a perfected first-priority security interest in certain cash accounts. The Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties, including a covenant against the occurrence of a change in control, as defined in the agreement. There are no financial covenants. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants following any applicable cure period, cross acceleration to third-party indebtedness, certain events relating to bankruptcy or insolvency, and the occurrence of certain events that could reasonably be expected to have a material adverse effect. Upon the occurrence of an event of default, a default interest rate of an additional 5.0% may be applied to the outstanding principal and interest payments due, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. The Company has determined that the risk of subjective acceleration under the material adverse events clause is not probable and therefore has classified the outstanding principal in long-term liabilities based on scheduled principal payments. The Company incurred fees and transaction costs totaling $0.6 million associated with the initial term loan, which are recorded as a reduction to the carrying value of the long-term debt in the condensed consolidated balance sheets. The fees, transaction costs, and the End of Term Charge are amortized to interest expense through the Maturity Date using the effective interest method. The Company concluded that the amendments to the agreement to date represent modifications to the Loan Agreement, and as such, the fees and transaction costs associated with the term loan will continue to be amortized to interest expense through the Maturity Date. The effective interest rate of the Hercules borrowings was 10.8% at March 31, 2024. The Company assessed all terms and features of the Loan Agreement in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the debt. The Company determined that all features of the Loan Agreement are clearly and closely associated with a debt host and, as such, do not require separate accounting as a derivative liability. Interest expense associated with the Loan Agreement for the three months ended March 31, 2024 and 2023 was $0.8 million and $0.8 million, respectively. Long-term debt consisted of the following (in thousands): March 31, December 31, 2024 2023 Term loan payable $ 30,000 $ 30,000 End of term charge 1,018 946 Unamortized debt issuance costs (216) (248) Carrying value of term loan $ 30,802 $ 30,698 Future principal payments, including the End of Term Charge, are as follows (in thousands): Year Ending December 31, 2024 — 2025 31,500 Total $ 31,500 |
Ordinary shares
Ordinary shares | 3 Months Ended |
Mar. 31, 2024 | |
Ordinary shares | |
Ordinary shares | The Company’s ordinary shares are divided into two classes: (i) ordinary shares and (ii) non-voting ordinary shares. Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the board of directors and declared by the shareholders. Holders of ADSs are not treated as holders of the Company’s ordinary shares, unless they withdraw the ordinary shares underlying their ADSs in accordance with the deposit agreement and applicable laws and regulations. The depositary is the holder of the ordinary shares underlying the ADSs. Holders of ADSs therefore do not have any rights as holders of the Company’s ordinary shares, other than the rights that they have pursuant to the deposit agreement with the depositary. The non-voting ordinary shares have the same rights and restrictions as the ordinary shares and otherwise rank pari passu ● a holder of non-voting ordinary shares shall, in relation to the non-voting ordinary shares held, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the non-voting ordinary shares; ● the non-voting ordinary shares shall be re-designated as ordinary shares by the Company’s board of directors, or a duly authorized committee or representative thereof, upon receipt of a re-designation notice and otherwise subject to the terms and conditions set out in the terms of issue. A holder of non-voting ordinary shares shall not be entitled to have any non-voting ordinary shares re-designated as ordinary shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for the purposes of section 13(d) of the Exchange Act, in excess of 9.99% of any class of the Company’s securities registered under the Exchange Act (which percentage may be increased or decreased on a holder-by-holder basis subject to the provisions set out in the terms of issue); and ● the non-voting ordinary shares shall be re-designated as ordinary shares automatically upon transfer of a non-voting ordinary share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. This automatic re-designation shall only be in respect of the non-voting ordinary shares that are subject to such transfer. As of March 31, 2024, and December 31, 2023, the Company had not declared any dividends. As of March 31, 2024, and December 31, 2023, the Company’s authorized share capital consisted of 61,876,165 and 59,612,613 ordinary shares, respectively, including ordinary shares and non-voting ordinary shares, with a nominal value of £0.01 per share. Authorized share capital, or shares authorized, comprises (i) the currently issued and outstanding ordinary shares and non-voting ordinary shares, (ii) the remaining ordinary shares available for allotment under the existing authority granted to the Board at the annual general meeting held on June 28, 2021, (iii) ordinary shares issuable on the exercise of outstanding options and (iv) ordinary shares reserved for issuance under the Bicycle Therapeutics plc 2020 Equity Incentive Plan and/or the Bicycle Therapeutics plc 2019 Employee Share Purchase Plan. As of March 31, 2024, there were 37,926,715 ordinary shares issued outstanding |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-based compensation | |
Share-based compensation | 8. Share-based compensation Employee incentive pool 2020 Equity Incentive Plan In June 2020, the Company’s shareholders first approved the Bicycle Therapeutics plc 2020 Equity Incentive Plan with Non-Employee Sub-Plan (as amended from time to time, the “2020 Plan”), under which the Company may grant market value options, market value stock appreciation rights or restricted shares, restricted share units (“RSUs”), performance RSUs and other share-based awards to the Company’s employees. The Company’s non-employee directors and consultants are eligible to receive awards under the 2020 Non-Employee Sub-Plan to the 2020 Plan. All awards under the 2020 Plan, including the 2020 Non-Employee Sub-Plan, will be set forth in award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms, change of control provisions and post-termination exercise limitations. In the event of a change of control of the Company, as defined in the 2020 Plan, any outstanding awards under the 2020 Plan will vest in full immediately prior to such change of control. The Company initially reserved up to 4,773,557 ordinary shares for future issuance under the 2020 Plan, including shares subject to options that were granted under the Company’s 2019 Share Option Plan (the “2019 Plan”) and that were granted pursuant to option contracts granted prior to the Company’s IPO, in each case that expire, terminate, are forfeited or otherwise not issued from time to time, if any. On June 27, 2022, the Company’s shareholders approved an amendment to the 2020 Plan (the “Amendment”) which increased the number of ordinary shares reserved for future issuance by 750,000 shares. Additionally, the number of ordinary shares reserved for issuance pursuant to the 2020 Plan will automatically increase on the first day of January of each year, initially commencing on January 1, 2021 and continuing up to and including January 1, 2032, in an amount equal to 5% of the total number of the Company’s ordinary shares outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. Pursuant to this “evergreen” provision, on January 1, 2024, the number of shares reserved for issuance under the 2020 Plan was increased by 1,886,294 shares. As of March 31, 2024, there were 149,873 shares available for issuance. Share options issued under the 2020 Plan have a 10-year contractual life and generally vest over either a three-year service period for non-employee directors, or a four-year service period with 25% of the award vesting on the first anniversary of the vesting commencement date and the balance thereafter in 36 equal monthly installments for employees and consultants. Certain options granted to the Company’s non-employee directors vest over a three-year service period in three equal annual installments or over a one-year service period in four equal quarterly installments. The Company grants RSUs to non-employee directors and certain employees under the 2020 Plan. Each RSU represents the right to receive one of the Company’s ordinary shares upon vesting. RSUs granted to employees vest over a four-year service period with 25% of the award vesting on the first anniversary of the vesting commencement date and the remaining RSUs vest in 12 equal quarterly installments. Certain RSUs granted to the Company’s non-employee directors either vest over a three-year service period in three equal annual installments or over a one-year service period in four equal quarterly installments. The Company may also, in its sole discretion, provide for deferred settlement of RSUs awarded to the Company’s non-employee directors. As of March 31, 2024, there were options to purchase 6,629,815 shares and RSUs for 856,748 shares outstanding under the 2020 Plan. 2019 Share Option Plan In May 2019, the Company adopted the 2019 Plan, which became effective in conjunction with the IPO. As of March 31, 2024, there were Share options previously issued under the 2019 Plan have a 10-year contractual life, and generally either vest monthly over a three-year service period, or over a four-year service period with 25% of the award vesting on the first anniversary of the vesting commencement date and the balance thereafter in 36 equal monthly installments. Certain awards granted to the Company’s non-employee directors were fully vested on the date of grant. The exercise price of share options issued under the 2019 Plan is not less than the fair value of ordinary shares as of the date of grant. Employee Share Purchase Plan In May 2019, the Company adopted the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective in conjunction with the IPO. The Company initially reserved 215,000 ordinary shares for future issuance under this plan. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020 and each January 1 thereafter through January 1, 2029, by the lower of: (i) 1% of the outstanding number of ordinary shares on the immediately preceding December 31; (ii) 430,000 ordinary shares or (iii) such lesser number of shares as determined by the Compensation Committee. The number of shares reserved under the ESPP is subject to adjustment in the event of a split-up, share dividend or other change in the Company’s capitalization. The number of shares reserved for issuance under the ESPP was increased by 377,258 shares effective January 1, 2024. As of March 31, 2024, the total number of shares available for issuance under the ESPP was 1,577,671 ordinary shares. As of March 31, 2024, there have been no offering periods to employees under ESPP. Share-based compensation The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Research and development expenses $ 4,531 $ 4,596 General and administrative expenses 4,751 4,446 $ 9,282 $ 9,042 Share options The following table summarizes the Company’s option activity since December 31, 2023: Number of Weighted Shares Weighted Average Aggregate Underlying Average Contractual Intrinsic Share Options Exercise Price Term Value (in years) (in thousands) Outstanding as of December 31, 2023 7,469,527 $ 23.13 6.83 $ 21,920 Granted 1,862,815 18.44 — — Exercised (133,735) 13.98 — — Forfeited (30,351) 27.43 — — Outstanding as of March 31, 2024 9,168,256 $ 22.30 7.31 $ 61,558 Vested and expected to vest as of March 31, 2024 9,168,256 $ 22.30 7.31 $ 61,558 Options exercisable as of March 31, 2024 4,959,686 $ 20.12 5.81 $ 45,394 The weighted average grant-date fair value of share options granted during the three months ended March 31, 2024 and 2023 was $12.93 per share and $20.95 per share, respectively. The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares. The aggregate intrinsic value of share options exercised was $1.0 million and $20,000 for the three months ended March 31, 2024 and 2023, respectively. Total share-based compensation expense for share options granted was $7.5 million and $7.4 million for the three months ended March 31, 2024 and 2023, respectively. Expense for non-employee consultants for the three months ended March 31, 2024 and 2023 was immaterial. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of share options granted to employees and directors: Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.0 % 3.9 % Expected volatility 77.8 % 83.6 % Expected dividend yield — — Expected term (in years) 6.1 6.1 As of March 31, 2024, total unrecognized compensation expense related to the unvested employee and director share options was $70.1 million, which is expected to be recognized over a weighted average period of 2.8 years. Restricted share units The following table summarizes the Company’s RSU activity under the 2020 Plan since December 31, 2023: Number of Shares Weighted-Average Underlying RSUs Grant Date Fair Value Unvested at December 31, 2023 326,848 $ 37.40 Granted 596,996 18.12 Vested and settled (67,096) 33.99 Vested and deferred (1) (10,500) 18.07 Unvested outstanding at March 31, 2024 846,248 24.31 Vested but subject to deferred settlement at March 31, 2024 (1) 10,500 18.07 Outstanding at March 31, 2024 856,748 $ 24.23 (1) During the three months ended March 31, 2024, the Company granted certain RSUs to the Company’s non-employee directors which provided for deferred settlement of the RSUs to a specified date following the first to occur of (i) the date of the director’s separation from service, (ii) the date of the director’s disability, (iii) the date of the director’s death or (iv) the date of a change in control event. The fair value of RSUs that vested during the three months ended March 31, 2024 and 2023 was $1.5 million and $1.6 million, respectively. Total share-based compensation expense for RSUs granted was $1.8 million and $1.6 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the total unrecognized compensation expense related to unvested RSUs was $18.9 million, which is expected to be recognized over a weighted-average period of 3.0 years. |
Significant agreements
Significant agreements | 3 Months Ended |
Mar. 31, 2024 | |
Significant agreements | |
Significant agreements | 9. Significant agreements For the three months ended March 31, 2024 and 2023, the Company recognized revenue for its collaborations with Bayer Consumer Care AG (“Bayer”), Novartis Pharma AG (“Novartis”), Ionis Pharmaceuticals, Inc. (“Ionis”) and Genentech, Inc. (“Genentech”). The following table summarizes the revenue recognized in the Company’s condensed consolidated statements of operations and comprehensive loss from these arrangements (in thousands): Three Months Ended March 31, 2024 2023 Collaboration revenues Bayer $ 818 $ — Novartis 1,247 — Ionis 5,854 2,784 Genentech 11,611 2,112 Total collaboration revenues $ 19,530 $ 4,896 Bayer Collaboration Agreement On May 4, 2023, the Company and Bayer entered into a collaboration and license agreement (the “Bayer Collaboration Agreement”), pursuant to which the parties will perform research and discovery activities under a mutually agreed upon research plan during a research term up to a specified number of years per target program to generate radiopharmaceutical compounds incorporating optimized Bicycle constructs directed to two specified targets, under the oversight of a joint research committee. In addition, Bayer has a one-time right to expand the collaboration to include a third target program, and with respect to each of the up to three target programs, Bayer has an option, exercisable within a specified period of time following the effective date of the Bayer Collaboration Agreement, to generate, develop and commercialize non-radiopharmaceutical compounds directed to the applicable target, either itself or in collaboration with the Company. Bayer also has certain limited target substitution rights, in certain cases subject to specified additional payments. For each collaboration program, Bayer may elect, at its sole discretion, to progress compounds arising from activities under the research programs into further preclinical development of potential products directed to the target of such collaboration program. On a target-by-target basis, if Bayer elects to progress development candidates directed to such target into further clinical development, Bayer will be required to use commercially reasonable efforts to develop and seek regulatory approval in certain major markets for products directed to the applicable target. Bayer paid an upfront payment to the Company of $45.0 million in July 2023. All other payments under the Bayer Collaboration Agreement will be made in British Pound Sterling. If Bayer elects to expand the collaboration to include an additional target program, it will be required to make a one-time payment to the Company in connection with the selection of such target in the high-single digit millions. In addition, on a target-by-target basis, if Bayer elects to exercise its option to expand its rights with respect to such target to develop and commercialize non-radiopharmaceutical compounds directed to such target, Bayer will be required to pay to the Company, for each such target program for which it exercises such option, either a one-time option fee payment or quarterly payments of specified installment amounts for a specified maximum time period during which the Company is performing research activities, with the aggregate amounts receivable by the Company ranging from the high-single digit millions in the case of the one-time option fee payment, to the low single-digit millions in the case of the quarterly installments, in each case where the Company is performing specified research activities following the exercise of the option. Additionally, for each collaboration program, Bayer will reimburse the Company for certain expenses incurred in connection with specified research and discovery activities performed by a contract research organization (“CRO”). On a target-by-target basis for the up to three targets, if Bayer elects to progress one or more candidate compounds into further development, Bayer will be required to pay a candidate selection fee for the first such compound progressed by Bayer directed to such target that incorporates a radionuclide, and for the first such compound directed to such target that does not incorporate a radionuclide (and for which Bayer has not paid the one-time option fee payment for non-radiopharmaceutical compounds), ranging from high single-digit millions to the mid single-digit millions. Upon declaring a candidate, Bayer will be responsible for all future development, manufacturing, and commercialization activities. On a target-by-target basis, if Bayer successfully conducts clinical development and achieves regulatory approval for compounds arising from the collaboration directed to such target in two indications, Bayer will be required to pay to the Company development and regulatory/first commercial sale milestones of up to £178.3 million for the first product directed to the applicable target to achieve such milestones (whether radiopharmaceutical or non-radiopharmaceutical), or £534.9 million across all three potential target programs. In addition, if Bayer successfully commercializes products arising from the collaboration, Bayer will be required to pay to the Company, on a product-by-product basis, tiered royalties on net sales of products by Bayer, its affiliates or sublicensees at percentages ranging from the mid-single digits to the very low double digits, subject to standard reductions and offsets in certain circumstances, and a royalty floor. If Bayer commercializes diagnostic products directed to a target, royalties will be payable on such diagnostic products at a specified reduced percentage of the rates for therapeutic products. Royalties will be payable under the Bayer Collaboration Agreement on a product-by-product and country-by-country basis, commencing on the first commercial sale of each product, until the latest of (a) the expiration of the last valid claim of certain patents licensed by the Company to Bayer, (b) a specified number of years following first commercial sale of such product, and (c) expiration of all data and regulatory exclusivity for such product in the applicable country. On a target-by-target basis, Bayer will also owe the Company tiered sales milestones based on the achievement of specified levels of net sales of therapeutic products directed to such target totaling up to £194.5 million in the aggregate per target, or £583.5 million across all three potential target programs, and on diagnostic products directed to such target at a low double digit percentage of the therapeutic product milestones. The Bayer Collaboration Agreement will remain in force on a product-by-product and country-by-country basis, unless earlier terminated by either party, until the expiration of the obligation for Bayer to make royalty payments to the Company for such product in such country, and will terminate in its entirety on the expiration of all such royalty terms in all countries. Either party may terminate the agreement upon 90 days’ written notice for the other party’s uncured material breach (or 20 in the case of a patent challenge by or on behalf of Bayer (or any of its affiliates or sublicensees). In addition, Bayer may terminate the Bayer Collaboration Agreement (i) in its entirety or with respect to any product, collaboration program or target for any reason upon 60 Accounting Analysis (i) Two combined performance obligations comprised of the license and the related research and development services during the research term associated with radiopharmaceutical compounds for the first and second targets; (ii) A material right associated with certain limited substitution rights with respect to either the first or second target; (iii) Two material rights associated with the option to progress radiopharmaceutical candidates directed to the first and second targets into further development; (iv) Two material rights associated with the options to generate, develop, and commercialize non-radiopharmaceutical compounds for each of the first and second targets, for which each option includes an underlying option for research and development services and an option to progress non-radiopharmaceutical candidates directed to the first and second targets into further development; and (v) A material right related to the option to expand the collaboration to include a third target, which upon exercise includes research and development services during the research term associated with radiopharmaceutical compounds directed to the third target, as well as underlying options for: certain limited substitution rights; an option to progress a radiopharmaceutical candidate directed to the third target into further development; and an option to generate, develop, and commercialize non-radiopharmaceutical compounds directed to the third target, inclusive of an underlying option for research and development services and an option to progress a non-radiopharmaceutical candidate into further development. The Company’s participation in the joint research committee was assessed as immaterial in the context of the contract. The Company concluded that the license granted at contract inception is not distinct from the research and development services as Bayer cannot obtain the benefit of the license without the Company performing the research and development services. The services incorporate proprietary technology and unique skills and specialized expertise, particularly as they relate to constrained peptide technology that is not available in the marketplace. As a result, for each target, the license has been combined with the research and development services into a single performance obligation which is the combined performance obligation comprised of the license and related research and development services. In assessing whether the various options under the Bayer Collaboration Agreement represent material rights, the Company considered the additional consideration the Company would be entitled to upon option exercise and the standalone selling price of the underlying goods and services. For the material rights identified above, the Company concluded that each of the options provided Bayer with a discount that it otherwise would not have received. The Company exercised judgment in concluding that certain development and commercialization rights associated with progressing product candidates into further development and commercialization represent options that are material rights, as Bayer cannot benefit from the development and commercialization rights until Bayer, in its sole discretion, elects to progress candidates into further development and pays the associated candidate selection fees. The transaction price was initially determined to be $47.5 million, consisting of the $45.0 million upfront fee and an estimated $2.5 million for the reimbursement of certain external CRO costs. The Company utilized the expected value method to determine the amount of variable consideration to be received. Additional payments to the Company upon Bayer’s exercise of options are excluded from the transaction price as they relate to option fees and milestones that can only be achieved subsequent to the exercise of an option. The estimated $2.5 million in variable consideration was first allocated entirely to the first and second target combined performance obligations as the terms of the variable consideration relate specifically to the Company’s efforts in satisfying the performance obligations and allocating the variable consideration entirely to those performance obligations is consistent with the allocation objective in ASC 606. The remaining transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling prices for the combined performance obligations for the first and second targets were based on the nature of the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit margin for what would be expected to be realized under similar contracts. The estimated standalone selling prices for the material rights were determined based on the fees that Bayer would pay to exercise the options, the estimated value of the underlying goods and services, and the probability that Bayer would exercise the options, inclusive of the probability of technical success. Based on the relative standalone selling prices, the allocation of the transaction price to the separate performance obligations is as follows (in thousands): Allocation of Performance Obligations Transaction Price Two combined performance obligations related to the licenses and research and development services associated with radiopharmaceutical compounds directed to the first and second targets $ 14,976 Material right associated with limited substitution rights for either the first or second target 1,527 Two material rights associated with the option to progress radiopharmaceutical candidates directed to the first and second targets into further development 14,691 Two material rights associated with the option to progress a non-radiopharmaceutical compound directed to the first and second targets 8,703 Material right for the option to expand the collaboration to include a third target and the underlying additional option rights 7,603 $ 47,500 Novartis Collaboration Agreement On March 27, 2023, the Company and Novartis entered into a collaboration and license agreement (the “Novartis Collaboration Agreement”), pursuant to which the parties will perform research and discovery activities under a mutually agreed upon research plan during a research term of up to a specified number of years per target program to generate compounds incorporating optimized Bicycle constructs directed to two specified targets, under the oversight of a joint steering committee. The Company granted Novartis a non-exclusive, worldwide, royalty-free, sublicensable (subject to certain restrictions) license under the Company’s intellectual property solely for Novartis to perform its research activities under each collaboration program during the research term (the “Novartis Research License”). For each collaboration program, Novartis may elect to progress compounds arising from activities under the research programs (“Licensed Compounds”) into further preclinical development of potential products directed to the target of such collaboration program. At a specified point, the Company will grant Novartis an exclusive, royalty-bearing, sublicensable, license under certain of the Company’s intellectual property to develop, manufacture, and commercialize such Licensed Compound, subject to certain limitations. Novartis also has certain limited substitution rights for each target, and Novartis may extend the initial research term by one year by electing to make an additional payment. On a target-by-target basis, if Novartis elects to progress development candidates directed to such target into further clinical development, Novartis will be required to use commercially reasonable efforts to develop and seek regulatory approval in certain major markets for products containing Licensed Compounds directed to the applicable target. Novartis paid a nonrefundable upfront payment to the Company of $50.0 million in April 2023. During the research term, upon achievement of a specified discovery milestone for the first target program, Novartis will make a one-time payment to the Company in the low single digit millions. On a target-by-target basis, if Novartis elects to progress one or more candidate compounds into further development and obtain an exclusive license for commercialization, Novartis will be required to pay a candidate selection fee for the first such Licensed Compound progressed by Novartis that incorporates a radionuclide, and for the first such Licensed Compound that does not incorporate a radionuclide, in each case in the mid-teen millions. Upon declaring a candidate, Novartis will be responsible for all future development, manufacturing, and commercialization activities. On a target-by-target basis, Novartis will be required to pay to the Company additional development and regulatory/first commercial sale milestones of up to $210.0 million for each of the first radionuclide product and non-radionuclide product directed to the applicable target upon the achievement of specified milestones, or $840.0 million in the aggregate if Novartis successfully achieves all such milestone events for both a radionuclide and a non-radionuclide product in each of the targets. In addition, the Company is eligible to receive tiered sales milestones based on the achievement of specified levels of net sales of such products totaling up to $200.0 million in the aggregate per product, or $800.0 million in the aggregate if Novartis successfully commercializes both a radionuclide and a non-radionuclide product in each of the target programs. In addition, (i) the Company is eligible to receive, on a therapeutic product-by-therapeutic product basis, tiered royalties on net sales of products by Novartis, its affiliates or sublicensees at percentages ranging from the high single digits to the very low double digits, subject to standard reductions and offsets in certain circumstances, and a royalty floor, and (ii) the Company is eligible to receive low single digit royalties on net sales of diagnostic products on a diagnostic product-by-diagnostic product basis and a low single digit percentage of sublicensing income on diagnostic products. Royalties will be payable under the Novartis Collaboration Agreement on a product-by-product and country-by-country basis, commencing on the first commercial sale of each product in a country, until the latest of (a) the expiration of the last valid claim of certain patents licensed by Company to Novartis, (b) a specified number of years following first commercial sale of such product, and (c) expiration of all data and regulatory exclusivity for such product in the applicable country. The Novartis Collaboration Agreement will remain in force on a product-by-product and country-by-country basis, unless earlier terminated by either party, until the expiration of the obligation for Novartis to make royalty payments to Company for such product in such country, and will terminate in its entirety on the expiration of all such royalty payment obligations in all countries. Either party may terminate the agreement upon 60 90 30 30 Accounting Analysis (i) Two combined performance obligations comprised of the Novartis Research License and the related research and development services during the research term for the first and second targets; (ii) Two material rights associated with certain limited substitution rights with respect to the first and second targets; (iii) Two material rights associated with the option to progress development candidates that incorporate a radionuclide with respect to the first and second target; and (iv) Two material rights associated with the option to progress development candidates that do not incorporate a radionuclide with respect to the first and second target. The Company concluded that certain rights that require the payment of additional consideration, which approximates the standalone selling price of the underlying services to be provided, do not provide the customer with a material right and therefore, are not considered as performance obligations at the inception of the arrangement. The Company’s participation in the joint steering committee was assessed as immaterial in the context of the contract. The Company has concluded that the Novartis Research License is not distinct from the research and development services as Novartis cannot obtain the benefit of the research license without the Company performing the research and development services. The services incorporate proprietary technology and unique skills and specialized expertise, particularly as they relate to constrained peptide technology that is not available in the marketplace. As a result, for each target, the research license has been combined with the research and development services into a single performance obligation. The Company exercised judgment in concluding that Novartis’ rights to obtain certain research and development services associated with compounds that do not incorporate a radionuclide during the research term are not options that are material rights as they do not represent either options for additional goods or services or options for additional services that are at a discount that it would not have otherwise received. In assessing whether the various options under the Novartis Collaboration Agreement represent material rights, the Company considered the additional consideration the Company would be entitled to upon option exercise and the standalone selling price of the underlying goods and services. For the material rights identified above the Company concluded that each of the options provided Novartis with a discount that it otherwise would not have received. The total transaction price was initially determined to be $50.0 million, consisting of the $50.0 million upfront fee. The Company utilizes the most likely amount method to determine the amount of variable consideration to be received. Variable consideration for development milestones not subject to option exercises was fully constrained as a result of the uncertainty regarding whether any of the milestones will be achieved. Additional consideration to be paid to the Company upon the exercise of options by Novartis is excluded from the transaction price as they relate to option fees and milestones that can only be achieved subsequent to the exercise of an option. The transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling prices for the combined performance obligations for each of the targets were based on the nature of the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit margin for what would be expected to be realized under similar contracts. The estimated standalone selling prices for the material rights were determined based on the fees Novartis would pay to exercise the options, the estimated value of the underlying goods and services, and the probability that Novartis would exercise the options, inclusive of the probability of technical success. Based on the relative standalone selling prices, the allocation of the transaction price to the separate performance obligations is as follows (in thousands): Allocation of Performance Obligations Transaction Price Two combined performance obligations for the first and second targets comprised of the Novartis Research License and the related research and development services during the research term for the first and second targets $ 18,008 Two material rights associated with limited substitution rights 2,466 Two material rights associated with options to progress development candidates incorporating radionuclides 19,684 Two material rights associated with options to progress development candidates not incorporating radionuclides 9,842 $ 50,000 The Company is recognizing revenue related to amounts allocated to the first and second target combined performance obligations as the underlying services are performed using a proportional performance model over the period of service using input-based measurements of total full-time equivalent efforts and external costs incurred to date as a percentage of total full-time equivalent efforts and expected external costs, which best reflects the progress towards satisfaction of the performance obligations. The amounts allocated to the material rights are recorded as deferred revenue and the Company will commence revenue recognition upon exercise of or upon expiry of the respective option. The first and second target combined performance obligations are expected to be satisfied over a period of approximately three years and the remaining material rights are expected to be exercised or expire within approximately six years from contract execution. During the three months ended March 31, 2024, the Company recognized revenue of $1.2 million in connection with the Novartis Collaboration Agreement. The Company did not recognize revenue during the three months ended March 31, 2023 in connection with the Novartis Collaboration Agreement. As of March 31, 2024 and December 31, 2023, the Company recorded deferred revenue of $48.3 million and $50.0 million, respectively, in connection with the Novartis Collaboration Agreement. Ionis Agreements Ionis Evaluation and Option Agreement On December 31, 2020, the Company entered into an Evaluation and Option Agreement (the “Evaluation and Option Agreement”) with Ionis. Under the terms of the Evaluation and Option Agreement, Ionis had the option (the “Ionis Option”) to obtain an exclusive license to the Company’s intellectual property for the purpose of continued research, development, manufacture and commercialization of products within a particular application of the Company’s platform technology. Ionis paid the Company a nonrefundable option fee of $3.0 million in January 2021 that was fully creditable against the upfront payment to be paid upon the execution of a license agreement. On July 9, 2021, the Ionis Option was exercised upon the parties’ entry into a collaboration and license agreement as contemplated by the Evaluation and Option Agreement. The Company determined that the Ionis Option exercise constituted a continuation of an existing arrangement. Therefore, the $3.0 million paid under the Evaluation and Option Agreement was included in the transaction price of the collaboration and license agreement. Ionis Collaboration Agreement Following the exercise by Ionis of the Ionis Option granted pursuant to the Evaluation and Option Agreement, on July 9, 2021, the Company and Ionis entered into a collaboration and license agreement (the “Ionis Collaboration Agreement”). Pursuant to the Ionis Collaboration Agreement, the Company granted to Ionis a worldwide exclusive license under the Company’s relevant technology to research, develop, manufacture and commercialize products incorporating Bicycle peptides directed to the protein coded by the gene TFRC1 (transferrin receptor) (“TfR1 Bicycle” molecules) intended for the delivery of oligonucleotide compounds directed to targets selected by Ionis for diagnostic, therapeutic, prophylactic and preventative uses in humans. Ionis will maintain exclusivity to all available targets unless it fails to achieve specified development diligence milestone deadlines. If Ionis fails to achieve one or more development diligence milestone deadlines, the Company has the right to limit exclusivity to certain specific collaboration targets, subject to the payment by Ionis of a low-single-digit million dollar amount per target as specified in the Ionis Collaboration Agreement. Each party will be responsible for optimization of such TfR1 Bicycle molecules and other research and discovery activities related to TfR1 Bicycle molecules, as specified by a research plan, and thereafter Ionis will be responsible for all future research, development, manufacture and commercialization activities. The Company will perform research and discovery activities including a baseline level of effort for a period of for no additional consideration. The parties will negotiate a commercially reasonable rate if additional research activities are agreed to be performed. For certain research and discovery activities that the Company is responsible for performing, the Company may use the assistance of a contract research organization (“CRO”). The Company has retained certain rights, including the right to use TfR1 Bicycle molecules for all non-oligonucleotide therapeutic purposes. The activities under the Ionis Collaboration Agreement are governed by a joint steering committee (“JSC”) with an equal number of representatives from the Company and Ionis. The JSC will oversee the performance of the research and development activities. Upon first commercial sales of a licensed product, the JSC will have no further responsibilities or authority under the Ionis Collaboration Agreement. Under the Ionis Collaboration Agreement, Ionis made a non-refundable upfront payment of $31.0 million in addition to the $3.0 million already paid under the Option and Evaluation Agreement. Additionally, Ionis is obligated to reimburse the Company on a pass-through basis for expenses incurred in connection with research and discovery activities performed by a CRO. If Ionis is at risk of failing to achieve a specified development diligence milestone deadline, it can make up to three separate payments of a mid-single-digit million dollar amount to extend the development diligence milestone deadlines. On a collaboration target-by-collaboration target basis, Ionis will be required to make a low-single-digit million dollar payment upon acceptance of an investigational new drug application (“IND”) for the first product directed to such collaboration target (provided that Ionis will have a high single-digit million dollar credit to be applied towards the IND acceptance fee for In December 2021, the Company and Ionis entered into an amendment to the Ionis Collaboration Agreement (the “Ionis Amendment”). Ionis paid the Company Either party may terminate the Ionis Collaboration Agreement for the uncured material breach of the other party or in the case of insolvency. Ionis may terminate the Ionis Collaboration Agreement for convenience on specified notice periods depending on the development stage of the applicable target, either in its entirety or on a target-by-target basis. Ionis Share Purchase Agreement Concurrently with the execution of the Ionis Collaboration Agreement on July 9, 2021, the Company entered into a share purchase agreement (the “Ionis Share Purchase Agreement”) with Ionis, pursuant to which Ionis purchased 282,485 of the Company’s ordinary shares (the “Ionis Shares”) at a price per share of $38.94, for an aggregate purchase price of approximately $11.0 million. The Share Purchase Agreement also provided that, subject to limited exceptions, Ionis could not sell any of the Ionis Shares until July 2022. The Company determined the fair value of the Ionis Shares to be $7.6 million, based on the closing price of the Company’s ADSs of $31.11 per ADS on the date of the Ionis Share Purchase Agreement, less a discount for lack of marketability associated with resale restrictions applicable to the Ionis Shares. The Company concluded that the premium paid by Ionis under the Ionis Share Purchase Agreement represents additional consideration for the goods and services to be provided under the Ionis Collaboration Agreement. As such, the total premium of Accounting Analysis Upon execution of the Ionis Collaboration Agreement, the Company identified the following promises in the arrangement: i) a worldwide exclusive license to research, develop, manufacture and commercialize products incorporating TfR1 Bicycle molecules intended for the delivery of oligonucleotide compounds directed to targets selected by Ionis for diagnostic, therapeutic, prophylactic and preventative uses in humans; ii) research and discovery activities to customize and optimize such TfR1 Bicycle molecules; iii) four material rights associated with options to obtain credits to be applied towards the IND acceptance fee for four collaboration targets. The Company’s participation in the JSC was deemed immaterial in the context of the contract. The total transaction price was initially determined to be $38.0 million, consisting of the $31.0 million up front payment, the $3.0 million payment under the Option and Evaluation Agreement that was credited against the total upfront payment payable pursuant to the Ionis Collaboration Agreement, the $3.4 million premium paid under the Ionis Share Purchase Agreement, and an estimated $0.6 million for the reimbursement of CRO costs. Additional variable consideration including development diligence milestone deadline extension payments, development and regulatory milestone payments, sales milestone payments and royalty payments, was fully constrained as a result of |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income taxes | |
Income taxes | 10. Income taxes During the three months ended March 31, 2024 and 2023, the Company recorded an income tax benefit of $0.4 million and $0.6 million, respectively. The Company is subject to corporate taxation in the United Kingdom. Due to the nature of its business, the Company has generated losses since inception and has therefore not paid U.K. corporation tax. The benefit from income taxes included in the condensed consolidated statements of operations and comprehensive loss represents the tax impact from operating activities in the United States, which has generated taxable income based on intercompany service arrangements. Deferred tax assets benefitted in the United States do not have a valuation allowance against them because of profits that will be generated by an intercompany service agreement. The Company's income tax benefit recognized during the three months ended March 31, 2024 and 2023 is mainly the result of deferred tax assets benefitted in the United States. that do not have a valuation allowance against them because of profits that will be generated by an intercompany service agreement. The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighed the evidence based on its objectivity. After consideration of the evidence, including the Company’s history of cumulative net losses in the United Kingdom, the Company has concluded that it is more likely than not that the Company will not realize the benefits of its U.K. deferred tax assets and accordingly the Company has provided a valuation allowance for the full amount of the net deferred tax assets in the United Kingdom. The Company has considered the Company’s history of cumulative net profits in the United States, estimated future taxable income and concluded that it is more likely than not that the Company will realize the benefits of its U.S. deferred tax assets and has not provided a valuation allowance against the net deferred tax assets in the United States. The Company recorded a valuation allowance against all of its U.K. deferred tax assets as of March 31, 2024 and December 31, 2023. The Company intends to continue to maintain a full valuation allowance on its U.K. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. The release of the valuation allowance would result in the recognition of certain deferred tax assets and an increase to the benefit from income taxes for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve. The benefit from income taxes recorded in the condensed consolidated statements of operations differs from amounts that would result from applying the statutory tax rates to income before taxes primarily because of certain permanent expenses that were not deductible, U.K., federal and state research and development credits, as well as the application of valuation allowances against the U.K. deferred tax assets. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and contingencies | |
Commitments and contingencies | 11. Commitments and contingencies Leases In January 2023, the Company entered into a lease agreement for office and laboratory space in Cambridge, Massachusetts. The lease has a contractual period of approximately three years, which, subject to certain conditions, may be extended for an additional two years at the Company’s option. The Company concluded that the lease term is three years, representing the non-cancelable lease period, as it is not reasonably certain that the lease will be extended. The annual rent is approximately $2.1 million in the first year of the lease and increases annually with the last year of the lease having annual rent of approximately $2.3 million. The annual rent is payable monthly in advance following a two-month rent-free period. In connection with the lease agreement, the Company has delivered to the landlord a security deposit in the form of a letter of credit of approximately $0.5 million. The Company recorded a right of use asset future lease payments, discounted at 9.0%, the Company’s estimated incremental borrowing rate at the commencement of the lease, over the lease term. On December 6, 2021, the Company entered into a lease of new office and laboratory space in Cambridge, United Kingdom. The lease has a contractual period of 10 years, but may be cancelled by the Company on the fifth anniversary of the lease commencement date. The lease term is five years, representing the non-cancelable lease period, as it is not reasonably certain that the lease will not be cancelled. The Company has a contractual right to renew the lease for a further ten-year period, which also may be cancelled after five years. The annual rent is approximately $3.0 million, payable quarterly in advance beginning in June 2022, following a six-month period of free rent. There was no deposit paid in conjunction with the lease. The Company recorded a right of use asset of approximately $11.6 million and a lease liability of approximately $11.1 million at the lease commencement date, based on the present value of future lease payments, discounted at 6.9%, the Company’s estimated incremental borrowing rate at the commencement of the lease, over the lease term. In October 2017, the Company entered into a lease agreement for office and laboratory space in Building 900, Babraham Research Campus, Cambridge, U.K., which was renewed in December 2021 for five years through December 2026. The annual rent for the lease was approximately $0.6 million. Service charges were also payable based on floor area and are estimated to be approximately $0.2 million per year. In April 2023, the Company entered into a deed of surrender related to the lease, pursuant to which the lease was terminated effective immediately. As a result of the deed, the Company derecognized the lease liability and right of use asset associated with the lease. The Company also paid termination-related fees of $0.3 million in connection with the deed, which were recorded as a loss on lease termination during the second quarter of 2023. In September 2017, Bicycle Therapeutics Inc. entered into a lease agreement for office and laboratory space in Lexington, Massachusetts, which commenced on January 1, 2018. In conjunction with the lease agreement, Bicycle Therapeutics Inc. paid a security deposit of $0.2 million. The deposit is recorded in other assets in the condensed consolidated balance sheets. In March 2022, Bicycle Therapeutics Inc. notified the landlord of its intent to exercise its option to extend the lease, originally set to expire on December 31, 2022, for a successive period through December 31, 2027 which successive period was not included in the original lease term. The Company accounted for the lease extension as a modification of the existing lease and remeasured the right of use asset and lease liability by calculating the present value of lease payments, discounted at 7.0%, the Company’s incremental borrowing rate, over the new lease term. In May 2022, the lease was extended. The payments for the extended lease are approximately $0.2 million remaining through December 31, 2022, $0.7 million in 2023, and increases annually pursuant to an escalation clause with the last year of the lease term having a per annum fixed rent obligation of $0.8 million. The components of the Company’s lease expense, which are recorded as a component of research and development expenses and general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 1,341 $ 1,326 Variable lease cost 781 648 Total lease cost $ 2,122 $ 1,974 The weighted average remaining operating lease term was 2.7 years and 3.7 years as of March 31, 2024 and 2023, respectively, and the weighted average discount rate was 7.9% and 7.6% as of March 31, 2024 and 2023, respectively. The following table summarizes the maturities of the Company’s operating lease liabilities as of March 31, 2024 (in thousands): Year Ending December 31, 2024 $ 4,315 2025 5,834 2026 3,336 2027 821 Present value adjustment (1,284) Total lease liabilities 13,022 Less: current lease liabilities (4,974) Long term lease liabilities $ 8,048 The Company has entered into various agreements with contract research organizations to provide clinical trial services, contract manufacturing organizations to provide clinical trial materials and with vendors for preclinical research studies, synthetic chemistry and other services for operating purposes. These contracts are generally cancelable at any time upon less than 90 days’ prior written notice. The Company is not contractually able to terminate for convenience and avoid any and all future obligations to these vendors. In some cases, the Company is contractually obligated to make certain minimum payments to the vendors, based on the timing of the termination notification and the exact terms of the agreement. The Company’s arrangements with Cancer Research UK provide for additional future milestone payments upon the achievement of development, regulatory and commercial milestones, payable in cash and shares, with an aggregate total value of $111.2 million, as well as royalty payments based on a single digit percentage on net sales of products developed. In addition, the Company has entered into separate agreements with third parties which provide for various future milestone payments upon the achievement of specified development, regulatory, commercial and sales-based milestones with an aggregate total value of Legal proceedings From time to time, the Company or its subsidiaries may become involved in various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. The Company is currently not subject to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of ASC 450, Contingencies Indemnification obligations In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has indemnification obligations towards members of its board of directors and officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification arrangements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnification obligations. The Company is not aware of any claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of March 31, 2024, and December 31, 2023. |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2024 | |
Net loss per share | |
Net loss per share | 12. Net loss per share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (26,563) $ (39,064) Denominator: Weighted average ordinary shares outstanding, basic and diluted 42,560,091 30,001,725 Net loss per share, basic and diluted $ (0.62) $ (1.30) The Company’s potentially dilutive securities, which are options to purchase ordinary shares and restricted share units for ordinary shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of ordinary shares outstanding, which includes both ordinary shares and non-voting ordinary shares, used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potentially dilutive ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: March 31, 2024 2023 Restricted share units 856,748 452,576 Options to purchase ordinary shares 9,168,256 7,297,630 10,025,004 7,750,206 |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related party transactions | |
Related party transactions | 13. Related party transactions The Chairman of the Company’s board of directors is associated with Stone Sunny Isles Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles Inc., which provided consultancy services to the Company totaling $48,000 and $45,000 during the three months ended March 31 2024 and 2023, respectively. |
Geographic information
Geographic information | 3 Months Ended |
Mar. 31, 2024 | |
Geographic information | |
Geographic information | 14. Geographic information The Company operates in two geographic regions: the United States and the United Kingdom. Information about the Company’s long-lived assets, including operating lease right-of-use assets, held in different geographic regions is presented in the table below (in thousands): March 31, December 31, 2024 2023 United States $ 6,843 $ 7,486 United Kingdom 17,970 20,198 $ 24,813 $ 27,684 The Company’s collaboration revenues are attributed to the operations of the Company in the United Kingdom. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of significant accounting policies | |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual for research and development expenses, share-based compensation expense, valuation of right-of-use assets and liabilities and income taxes, including the valuation allowance for deferred tax assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. |
Significant risks and uncertainties | Significant risks and uncertainties The Company currently operates in a period of economic uncertainty which has been significantly impacted by domestic and global monetary and fiscal policy, geopolitical conflicts such as the ongoing wars involving Ukraine and Israel, inflation and interest rates, and fluctuations in monetary exchange rates. While the Company has experienced limited financial impacts at this time, the Company continues to monitor these factors and events and the potential effects each may have on the Company’s business, financial condition, results of operations and growth prospects. |
Unaudited interim financial information | Unaudited interim financial information Certain information in the footnote disclosures of these financial statements has been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s 2023 Annual Report. The accompanying condensed consolidated balance sheet as of March 31, 2024, the condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of shareholders’ equity and condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the related financial information disclosed in these notes are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements for the year ended December 31, 2023, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024, the results of its operations and its cash flows for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. |
Research and development incentives and receivable | Research and development incentives and receivable The Company, through its subsidiaries in the United Kingdom, receives reimbursements of certain research and development expenditures as part of a United Kingdom government’s research and development tax reliefs program. Under the Small and Medium-sized Enterprises (“SME”) R&D Tax Relief program, the Company is able to surrender trading losses that arise from qualifying research and development expenses incurred by the Company’s subsidiaries in the United Kingdom for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023, and up to 18.6% of qualifying expenditure incurred thereafter. Amendments to the U.K. R&D tax credit regime included in Finance Act 2024, which was enacted in February 2024, increased the cash rebate that may be claimed to 26.97% of qualifying expenditure, retroactively applied to qualifying expenditures incurred after April 1, 2023, if we qualify as “R&D intensive” for an accounting period (broadly, a loss making SME whose relevant R&D expenditure represents, for accounting periods beginning on or after April 1, 2023, 40%, or, for accounting periods beginning on or after April 1, 2024, 30%, of its total expenditure for that accounting period). Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each period end, management estimates the reimbursement available to the Company based on available information at the time. The Company recognizes income from the research and development incentives when the relevant expenditure has been incurred, the associated conditions have been satisfied and there is reasonable assurance that the reimbursement will be received. The Company records these research and development incentives as a reduction to research and development expenses in the statements of operations and comprehensive loss, as the research and development tax credits are not dependent on us generating future taxable income, the Company’s ongoing tax status, or tax position. The research and development incentives receivable represent an amount due in connection with the above program. The Company recorded a reduction to research and development expense of $15.3 million during the three months ended March 31, 2024, inclusive of $9.7 million associated with the increase to U.K. R&D tax credit reimbursement rates enacted with Finance Act 2024. The Company recorded a reduction to research and development expense of $6.8 million during the three months ended March 31, 2023. |
Recently adopted accounting pronouncements and Recently issued accounting pronouncements not yet adopted | Recently adopted accounting pronouncements There have been no recently adopted accounting pronouncements during the three months ended March 31, 2024 that are of significance or potential significance to the Company. Recently issued accounting pronouncements not yet adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and equipment, net | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2024 2023 Laboratory equipment $ 15,478 $ 15,554 Leasehold improvements 10,908 11,000 Computer equipment and software 529 532 Furniture and office equipment 814 822 27,729 27,908 Less: Accumulated depreciation and amortization (14,941) (13,393) $ 12,788 $ 14,515 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued employee compensation and benefits $ 5,545 $ 13,394 Accrued external research and development expenses 13,845 11,839 Accrued professional fees 1,493 1,143 Current portion of operating lease liabilities 4,974 4,876 Other 172 257 $ 26,029 $ 31,509 |
Long-term debt (Tables)
Long-term debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-term debt | |
Schedule of long term debt instruments | Long-term debt consisted of the following (in thousands): March 31, December 31, 2024 2023 Term loan payable $ 30,000 $ 30,000 End of term charge 1,018 946 Unamortized debt issuance costs (216) (248) Carrying value of term loan $ 30,802 $ 30,698 |
Schedule of maturities of long term debt | Future principal payments, including the End of Term Charge, are as follows (in thousands): Year Ending December 31, 2024 — 2025 31,500 Total $ 31,500 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-based compensation | |
Schedule of share based compensation expense | The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Research and development expenses $ 4,531 $ 4,596 General and administrative expenses 4,751 4,446 $ 9,282 $ 9,042 |
Schedule of share option activity | Number of Weighted Shares Weighted Average Aggregate Underlying Average Contractual Intrinsic Share Options Exercise Price Term Value (in years) (in thousands) Outstanding as of December 31, 2023 7,469,527 $ 23.13 6.83 $ 21,920 Granted 1,862,815 18.44 — — Exercised (133,735) 13.98 — — Forfeited (30,351) 27.43 — — Outstanding as of March 31, 2024 9,168,256 $ 22.30 7.31 $ 61,558 Vested and expected to vest as of March 31, 2024 9,168,256 $ 22.30 7.31 $ 61,558 Options exercisable as of March 31, 2024 4,959,686 $ 20.12 5.81 $ 45,394 |
Schedule of assumptions used to determine the fair value of share options granted | Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.0 % 3.9 % Expected volatility 77.8 % 83.6 % Expected dividend yield — — Expected term (in years) 6.1 6.1 |
Summarizes activity for RSUs under the 2020 Plan | Number of Shares Weighted-Average Underlying RSUs Grant Date Fair Value Unvested at December 31, 2023 326,848 $ 37.40 Granted 596,996 18.12 Vested and settled (67,096) 33.99 Vested and deferred (1) (10,500) 18.07 Unvested outstanding at March 31, 2024 846,248 24.31 Vested but subject to deferred settlement at March 31, 2024 (1) 10,500 18.07 Outstanding at March 31, 2024 856,748 $ 24.23 |
Significant agreements (Tables)
Significant agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Significant agreements. | |
Summary of revenue recognized from collaboration arrangements | The following table summarizes the revenue recognized in the Company’s condensed consolidated statements of operations and comprehensive loss from these arrangements (in thousands): Three Months Ended March 31, 2024 2023 Collaboration revenues Bayer $ 818 $ — Novartis 1,247 — Ionis 5,854 2,784 Genentech 11,611 2,112 Total collaboration revenues $ 19,530 $ 4,896 |
Summary of allocation of transaction price to separate performance obligations | Based on the relative standalone selling price, the initial allocation of the transaction price to the separate performance obligations is as follows (in thousands): |
Summary of changes in the balances of the Company's contract assets and liabilities | The following table presents changes in the balances of the Company’s contract assets and liabilities (in thousands): Beginning Balance Impact of Ending Balance January 1, Exchange March 31, 2024 Deductions Rates 2024 Contract liabilities: Deferred revenue Bayer collaboration deferred revenue $ 43,618 $ (818) $ (367) $ 42,433 Novartis collaboration deferred revenue 50,008 (1,247) (420) 48,341 Ionis collaboration deferred revenue 12,464 (5,854) (115) 6,495 Genentech collaboration deferred revenue 29,104 (11,611) (215) 17,278 Total deferred revenue $ 135,194 $ (19,530) $ (1,117) $ 114,547 Beginning Balance Impact of Ending Balance January 1, Exchange December 31, 2023 Additions Deductions Rates 2023 Contract liabilities: Deferred revenue Bayer collaboration deferred revenue $ — $ 45,000 $ (1,160) $ (222) $ 43,618 Novartis collaboration deferred revenue — 50,000 (1,909) 1,917 50,008 Ionis collaboration deferred revenue 21,489 960 (10,734) 749 12,464 Genentech collaboration deferred revenue 39,308 — (11,969) 1,765 29,104 AstraZeneca collaboration deferred revenue 1,076 — (1,204) 128 — Total deferred revenue $ 61,873 $ 95,960 $ (26,976) $ 4,337 $ 135,194 |
Summary of recognition of revenues as a result of changes in contract asset and contract liability balances | During the three months ended March 31, 2024 and 2023, the Company recognized the following revenues as a result of changes in the contract asset and the contract liability balances in the respective periods (in thousands): Three Months Ended March 31, 2024 2023 Revenue recognized in the period from: Revenue recognized based on proportional performance $ 11,631 $ 4,896 Revenue recognized based on expiration of material rights 8,034 — Revenue recognized based on changes in transaction price (135) — Total $ 19,530 $ 4,896 |
Bayer Collaboration Agreement | |
Significant agreements. | |
Summary of allocation of transaction price to separate performance obligations | Allocation of Performance Obligations Transaction Price Two combined performance obligations related to the licenses and research and development services associated with radiopharmaceutical compounds directed to the first and second targets $ 14,976 Material right associated with limited substitution rights for either the first or second target 1,527 Two material rights associated with the option to progress radiopharmaceutical candidates directed to the first and second targets into further development 14,691 Two material rights associated with the option to progress a non-radiopharmaceutical compound directed to the first and second targets 8,703 Material right for the option to expand the collaboration to include a third target and the underlying additional option rights 7,603 $ 47,500 |
Novartis | |
Significant agreements. | |
Summary of allocation of transaction price to separate performance obligations | Based on the relative standalone selling prices, the allocation of the transaction price to the separate performance obligations is as follows (in thousands): Allocation of Performance Obligations Transaction Price Two combined performance obligations for the first and second targets comprised of the Novartis Research License and the related research and development services during the research term for the first and second targets $ 18,008 Two material rights associated with limited substitution rights 2,466 Two material rights associated with options to progress development candidates incorporating radionuclides 19,684 Two material rights associated with options to progress development candidates not incorporating radionuclides 9,842 $ 50,000 |
Ionis | |
Significant agreements. | |
Summary of allocation of transaction price to separate performance obligations | Allocation of Performance Obligations Transaction Price Combined licenses and research and discovery performance obligation $ 34,100 Four material rights associated with credits for IND Acceptance fees 3,900 $ 38,000 |
Genentech | |
Significant agreements. | |
Summary of allocation of transaction price to separate performance obligations | Based on the relative standalone selling price, the initial allocation of the transaction price to the separate performance obligations is as follows (in thousands): Allocation of Performance Obligations Transaction Price Genentech Collaboration Program #1 Performance Obligation $ 4,019 Genentech Collaboration Program #2 Performance Obligation 8,037 Specified Targeting Arm Material Right Arm for Genentech Collaboration Program #1 352 Two material rights associated with the LSR Go Option for Collaboration Programs #1 and #2 12,400 Material rights associated with limited substitution rights 1,187 Two material rights for Expansion Options 7,005 $ 33,000 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and contingencies | |
Schedule of components of lease expense | The components of the Company’s lease expense, which are recorded as a component of research and development expenses and general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 1,341 $ 1,326 Variable lease cost 781 648 Total lease cost $ 2,122 $ 1,974 |
Schedule of maturities of operating leases | The following table summarizes the maturities of the Company’s operating lease liabilities as of March 31, 2024 (in thousands): Year Ending December 31, 2024 $ 4,315 2025 5,834 2026 3,336 2027 821 Present value adjustment (1,284) Total lease liabilities 13,022 Less: current lease liabilities (4,974) Long term lease liabilities $ 8,048 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Net loss per share | |
Schedule of basic and diluted net loss attributable to ordinary shareholders | Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (26,563) $ (39,064) Denominator: Weighted average ordinary shares outstanding, basic and diluted 42,560,091 30,001,725 Net loss per share, basic and diluted $ (0.62) $ (1.30) |
Schedule of antidilutive securities excluded from computation of diluted net loss per share | March 31, 2024 2023 Restricted share units 856,748 452,576 Options to purchase ordinary shares 9,168,256 7,297,630 10,025,004 7,750,206 |
Geographic information (Tables)
Geographic information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Geographic information | |
Schedule of long-lived assets, including operating lease right-of-use assets, held in different geographic regions | March 31, December 31, 2024 2023 United States $ 6,843 $ 7,486 United Kingdom 17,970 20,198 $ 24,813 $ 27,684 |
Nature of the business and ba_2
Nature of the business and basis of presentation - Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash and cash equivalents | $ 456,997 | $ 293,815 | $ 526,423 |
Gross proceeds before discounts and commissions | 2,716 | ||
Proceeds from the issuance of ADSs, net of issuance costs | 2,716 | ||
Offering expenses | 100 | ||
Net loss | 26,563 | $ 39,064 | |
Accumulated deficit | $ (538,323) | $ (511,760) | |
At the market offering | American Depositary Shares | |||
Shares issued (in shares) | 0 | 100,000 | |
Gross proceeds before discounts and commissions | $ 2,800 | ||
Proceeds from the issuance of ADSs, net of issuance costs | 2,700 | ||
Offering expenses | $ 100 |
Summary of significant accoun_3
Summary of significant accounting policies - Research and development incentives and receivable (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Apr. 01, 2024 | Apr. 01, 2023 | Mar. 31, 2023 | Feb. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Research and development incentives and receivable | ||||||
Reduction of research and development | $ 15.3 | $ 6.8 | ||||
Increase in reimbursement | $ 9.7 | |||||
Certain research and development expenditures incurred prior to April 1, 2023 | ||||||
Research and development incentives and receivable | ||||||
Percentage of surrenderable losses | 33.35% | |||||
Certain research and development expenditures incurred thereafter April 1, 2023 | ||||||
Research and development incentives and receivable | ||||||
Percentage of surrenderable losses | 18.60% | 26.97% | ||||
Certain research and development expenditures incurred April 1, 2024 and thereafter | ||||||
Research and development incentives and receivable | ||||||
Percentage of surrenderable losses | 40% | |||||
Percentage of total expenditure | 30% |
Fair value of financial asset_2
Fair value of financial assets and liabilities - Financial assets and liabilities measured at fair value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Fair value of financial assets and liabilities | ||
Cash equivalents | $ 22,400 | |
Restricted cash included in other assets | 547 | |
Recurring | ||
Fair value of financial assets and liabilities | ||
Liabilities at fair value | $ 0 | 0 |
Assets at fair value | 0 | $ 0 |
Level 1 | Recurring | ||
Fair value of financial assets and liabilities | ||
Cash equivalents | 72,300 | |
Market funds | 22,100 | |
Term deposits | $ 50,200 | |
Term deposit maturity period | 30 days |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property and equipment, net | |||
Property and equipment, gross | $ 27,729 | $ 27,908 | |
Less: Accumulated depreciation and amortization | (14,941) | (13,393) | |
Property and equipment, net | 12,788 | 14,515 | |
Depreciation expense | 1,700 | $ 1,600 | |
Laboratory equipment | |||
Property and equipment, net | |||
Property and equipment, gross | 15,478 | 15,554 | |
Leasehold improvements | |||
Property and equipment, net | |||
Property and equipment, gross | 10,908 | 11,000 | |
Computer equipment and software | |||
Property and equipment, net | |||
Property and equipment, gross | 529 | 532 | |
Furniture and office equipment | |||
Property and equipment, net | |||
Property and equipment, gross | $ 814 | $ 822 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued expenses and other current liabilities | ||
Accrued employee compensation and benefits | $ 5,545 | $ 13,394 |
Accrued external research and development expenses | 13,845 | 11,839 |
Accrued professional fees | 1,493 | 1,143 |
Current portion of operating lease liabilities | $ 4,974 | $ 4,876 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Other | $ 172 | $ 257 |
Accrued expenses and other current liabilities | $ 26,029 | $ 31,509 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||
Borrowing option to prepay subject to minimum debt outstanding | $ 5 | ||
End term charge rate | 5% | ||
Additional interest rate event of default | 5% | ||
Prepayment occurs after year two | |||
Debt Instrument [Line Items] | |||
Prepayment rate | 1% | ||
Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread variable rate | 4.55% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument stated percentage | 8.05% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Term loan | $ 45 | ||
Debt instrument stated percentage | 9.05% | ||
Initial Term Loan | |||
Debt Instrument [Line Items] | |||
Fees and transaction costs | $ 0.6 | ||
Debt instrument effective percentage | 10.80% | ||
Interest expense | $ 0.8 | $ 0.8 | |
Loan and Security Agreement | |||
Debt Instrument [Line Items] | |||
Term loan | $ 30 | ||
Loan and Security Agreement | Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing | $ 75 |
Long-term debt - Debt (Details)
Long-term debt - Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Long-term debt | ||
Term loan payable | $ 30,000 | $ 30,000 |
End of term charge | 1,018 | 946 |
Unamortized debt issuance costs | (216) | (248) |
Carrying value of term loan | $ 30,802 | $ 30,698 |
Long-term debt - Future Princip
Long-term debt - Future Principal Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Long-term debt | |
2024 | $ 0 |
2025 | 31,500 |
Total | $ 31,500 |
Ordinary shares (Details)
Ordinary shares (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 Vote £ / shares $ / shares shares | Dec. 31, 2023 £ / shares $ / shares shares | |
Ordinary shares | ||
Vote per ordinary share | Vote | 1 | |
Dividends declared | $ / shares | $ 0 | $ 0 |
Ordinary shares, shares authorized | shares | 61,876,165 | 59,612,613 |
Ordinary shares, nominal value | £ / shares | $ 0.01 | $ 0.01 |
Ordinary shares - Share Purchas
Ordinary shares - Share Purchase Agreement (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||||
Ordinary shares, shares issued | 42,632,597 | 42,431,766 | ||
Ordinary shares, shares outstanding | 42,632,597 | 42,431,766 | ||
Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares outstanding | 42,632,597 | 42,431,766 | 30,031,758 | 29,873,893 |
Non voting ordinary shares | Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares issued | 4,705,882 | |||
Ordinary shares, shares outstanding | 4,705,882 | |||
Voting ordinary shares | Ordinary Shares | ||||
Class of Stock [Line Items] | ||||
Ordinary shares, shares issued | 37,926,715 | |||
Ordinary shares, shares outstanding | 37,926,715 |
Share-based compensation (Detai
Share-based compensation (Details) | 1 Months Ended | 3 Months Ended | ||||
Jun. 30, 2020 installment shares | May 31, 2019 shares | Mar. 31, 2024 installment shares | Jan. 01, 2024 shares | Dec. 31, 2023 shares | Jun. 27, 2022 shares | |
Stock option | ||||||
Share-based compensation. | ||||||
Shares outstanding | 9,168,256 | 7,469,527 | ||||
Employee Share Purchase Plan | ||||||
Share-based compensation. | ||||||
Number of shares reserved for issuance | 377,258 | |||||
Percentage of annual increase in reserves on total number of ordinary shares outstanding | 1% | |||||
Number of ordinary shares reserved for issuance | 215,000 | 1,577,671 | ||||
Number of shares available for issuance | 430,000 | |||||
2020 Plan | ||||||
Share-based compensation. | ||||||
Number of shares reserved for issuance | 4,773,557 | 149,873 | 1,886,294 | 750,000 | ||
Percentage of annual increase in reserves on total number of ordinary shares outstanding | 5% | |||||
2020 Plan | Stock option | ||||||
Share-based compensation. | ||||||
Shares outstanding | 6,629,815 | |||||
Contractual life | 10 years | |||||
2020 Plan | Stock option | Non-employee Director | ||||||
Share-based compensation. | ||||||
Vesting period | 3 years | |||||
Number of equal quarterly installments for vesting remaining awards | installment | 4 | |||||
Service period | 1 year | |||||
2020 Plan | Stock option | First anniversary | ||||||
Share-based compensation. | ||||||
Vesting Percentage | 25% | |||||
2020 Plan | Stock option | Employee | ||||||
Share-based compensation. | ||||||
Vesting period | 4 years | |||||
2020 Plan | Stock option | Employee | Remaining equal installments | ||||||
Share-based compensation. | ||||||
Number of equal monthly installments for vesting remaining awards | installment | 36 | |||||
2020 Plan | Stock option three year vest | Non-employee Director | ||||||
Share-based compensation. | ||||||
Number of equal annual installments | installment | 3 | |||||
Service period | 3 years | |||||
2020 Plan | Restricted share units | ||||||
Share-based compensation. | ||||||
Vesting period | 4 years | |||||
Right to receive upon vesting | 1 | |||||
RSUs outstanding under the 2020 Plan | 856,748 | |||||
2020 Plan | Restricted share units | Non-employee Director | ||||||
Share-based compensation. | ||||||
Service period | 1 year | |||||
Number of quarterly installments | installment | 4 | |||||
2020 Plan | Restricted share units | First anniversary | ||||||
Share-based compensation. | ||||||
Vesting Percentage | 25% | |||||
2020 Plan | Restricted share units | Remaining equal installments | ||||||
Share-based compensation. | ||||||
Number of equal quarterly installments for vesting remaining awards | installment | 12 | |||||
2019 Plan | Stock option | ||||||
Share-based compensation. | ||||||
Shares outstanding | 1,950,108 | |||||
Contractual life | 10 years | |||||
2019 Plan | Minimum | Stock option | ||||||
Share-based compensation. | ||||||
Vesting period | 3 years | |||||
2019 Plan | Maximum | Stock option | ||||||
Share-based compensation. | ||||||
Vesting period | 4 years | |||||
Pre-IPO Share Options and restricted shares | Stock option | First anniversary | ||||||
Share-based compensation. | ||||||
Vesting Percentage | 25% | |||||
Pre-IPO Share Options and restricted shares | Stock option | Employee | Remaining equal installments | ||||||
Share-based compensation. | ||||||
Number of equal monthly installments for vesting remaining awards | installment | 36 |
Share-based compensation - Shar
Share-based compensation - Share based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share based compensation expense | ||
Total share-based compensation expense | $ 9,282 | $ 9,042 |
Research and development expenses | ||
Share based compensation expense | ||
Total share-based compensation expense | 4,531 | 4,596 |
General and administrative expenses | ||
Share based compensation expense | ||
Total share-based compensation expense | $ 4,751 | $ 4,446 |
Share-based compensation - Sh_2
Share-based compensation - Share Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Additional Information | |||
Total share-based compensation expense | $ 9,282,000 | $ 9,042,000 | |
Stock option | |||
Number of Shares | |||
Outstanding number of shares at beginning | 7,469,527 | ||
Granted | 1,862,815 | ||
Exercised | (133,735) | ||
Forfeited | (30,351) | ||
Outstanding number of shares at end | 9,168,256 | 7,469,527 | |
Number of shares, vested and expected to vest | 9,168,256 | ||
Number of shares, options exercisable | 4,959,686 | ||
Weighted Average Exercise Price | |||
Weighted average exercise price at beginning | $ 23.13 | ||
Granted | 18.44 | ||
Exercised | 13.98 | ||
Forfeited | 27.43 | ||
Weighted average exercise price at ending | 22.30 | $ 23.13 | |
Weighted average exercise price, vested and expected to vest | 22.30 | ||
Weighted average exercise price, options exercisable | $ 20.12 | ||
Weighted Average Contractual Term | |||
Weighted average contractual term, outstanding | 0 years | 6 years 9 months 29 days | |
Weighted average contractual term, vested and expected to vest | 0 years | ||
Weighted average contractual term ,options exercisable | 0 years | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value outstanding | $ 61,558,000 | $ 21,920,000 | |
Aggregate intrinsic value, vested and expected to vest | 61,558,000 | ||
Aggregate intrinsic value, options exercisable | $ 45,394,000 | ||
Additional Information | |||
Granted | $ 12.93 | $ 20.95 | |
Exercised | $ 1,000,000 | $ 20,000 | |
Total share-based compensation expense | $ 7,500,000 | $ 7,400,000 |
Share-based compensation - Assu
Share-based compensation - Assumptions used in the Black Scholes option pricing model to determine the fair value of share options (Details) - Stock option - Employees and directors - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based compensation. | ||
Risk-free interest rate | 4% | 3.90% |
Expected volatility | 77.80% | 83.60% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Unrecognized compensation expense | ||
Total unrecognized compensation expense related to the unvested employee and director | $ 70.1 | |
Unrecognized compensation cost expected to be recognized over a weighted average period | 2 years 9 months 18 days |
Share-based compensation - Rest
Share-based compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted shares | ||
Total share-based compensation expense | $ 9,282 | $ 9,042 |
Restricted share units | 2020 Plan | ||
Number of Shares Underlying RSUs | ||
Unvested restricted ordinary shares at beginning | 326,848 | |
Granted | 596,996 | |
Vested and settled | (67,096) | |
Vested and deferred | (10,500) | |
Unvested restricted ordinary shares at ending | 846,248 | |
Unvested restricted ordinary shares, Vested but subject to deferred settlement | 10,500 | |
Outstanding ordinary shares at ending | 856,748 | |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value unvested, Beginning Balance | $ 37.40 | |
Granted | 18.12 | |
Vested and settled | 33.99 | |
Vested and deferred | 18.07 | |
Weighted average grant date fair value unvested, Ending Balance | 24.31 | |
Weighted average grant date fair value, Vested but subject to deferred settlement | 18.07 | |
Weighted average grant date fair value unvested, Ending Balance | $ 24.23 | |
Restricted shares | ||
Fair value of employee restricted share awards vested | $ 1,500 | 1,600 |
Total share-based compensation expense | 1,800 | $ 1,600 |
Unrecognized compensation cost | $ 18,900 | |
Weighted average Period | 3 years |
Significant agreements - Collab
Significant agreements - Collaboration revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Significant agreements. | ||
Collaboration revenues | $ 19,530 | $ 4,896 |
Bayer | ||
Significant agreements. | ||
Collaboration revenues | 818 | 0 |
Novartis | ||
Significant agreements. | ||
Collaboration revenues | 1,247 | 0 |
Ionis | ||
Significant agreements. | ||
Collaboration revenues | 5,854 | 2,784 |
Genentech | ||
Significant agreements. | ||
Collaboration revenues | $ 11,611 | $ 2,112 |
Significant agreements - Bayer
Significant agreements - Bayer Collaboration Agreement (Details) $ in Thousands, £ in Millions | 3 Months Ended | |||||
May 04, 2023 USD ($) item | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 04, 2023 GBP (£) item | Dec. 31, 2022 USD ($) | |
Significant agreements. | ||||||
Revenue from collaborative arrangement | $ 19,530 | $ 4,896 | ||||
Deferred revenue | 114,547 | $ 135,194 | $ 61,873 | |||
Bayer Collaboration Agreement | ||||||
Significant agreements. | ||||||
Number of collaboration targets | item | 2 | 2 | ||||
Upfront cash payment | $ 45,000 | |||||
Milestone payments receivable | £ | £ 583.5 | |||||
Period to terminate agreement upon written notice for uncured material breach | 90 days | |||||
Number of business days to terminate agreement upon non payment by Bayer | 20 days | |||||
Transaction price | $ 47,500 | |||||
Estimated amount payable to CROs | $ 2,500 | |||||
Expected period for satisfaction of performance obligations | 4 years | |||||
Material rights exercise period | 7 years | |||||
Revenue from collaborative arrangement | 818 | $ 0 | ||||
Deferred revenue | $ 42,433 | $ 43,618 | ||||
Bayer Collaboration Agreement | Minimum | ||||||
Significant agreements. | ||||||
Number of candidate compounds into further development | item | 1 | 1 | ||||
Threshold period to terminate agreement upon written notice by Bayer | 60 days | |||||
Bayer Collaboration Agreement | Maximum | ||||||
Significant agreements. | ||||||
Number of collaboration targets | item | 3 | 3 | ||||
Milestone payments receivable | £ | £ 194.5 | |||||
Threshold period to terminate agreement upon written notice by Bayer | 90 days | |||||
Bayer Collaboration Agreement | Development and regulatory milestones | Maximum | ||||||
Significant agreements. | ||||||
Milestone payments receivable | £ | 178.3 | |||||
Bayer Collaboration Agreement | Across all three potential target programs | ||||||
Significant agreements. | ||||||
Milestone payments receivable | £ | £ 534.9 |
Significant agreements - Baye_2
Significant agreements - Bayer Collaboration Agreement - Accounting Analysis (Details) - Bayer Collaboration Agreement $ in Thousands | May 04, 2023 USD ($) item |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Transaction price | $ 47,500 |
Two combined performance obligations related to the licenses and research and development services associated with radiopharmaceutical compounds directed to the first and second targets | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Combined performance obligations | item | 2 |
Transaction price | $ 14,976 |
Material right associated with limited substitution rights for either the first or second target [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Transaction price | $ 1,527 |
Two material rights associated with the option to progress radiopharmaceutical candidates directed to the first and second targets into further development [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of material rights | item | 2 |
Transaction price | $ 14,691 |
Two material rights associated with the option to progress a non-radiopharmaceutical compound directed to the first and second targets [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of material rights | item | 2 |
Transaction price | $ 8,703 |
Material right for the option to expand the collaboration to include a third target and the underlying additional option rights [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Transaction price | $ 7,603 |
Significant agreements - Novart
Significant agreements - Novartis Collaboration Agreement (Details) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2023 USD ($) item | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Maximum days allowed for cancellation of contracts prior written notice | 90 days | ||
Revenue from collaborative arrangement | $ 19,530 | $ 4,896 | |
Termination in entirety or product by product or target by target basis | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Threshold period of notice required for termination of agreement | 90 days | ||
Completion of all milestones for targets | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Milestone payments receivable | $ 800,000 | ||
Novartis | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of collaboration targets | item | 2 | ||
Additional research term | 1 year | ||
Upfront cash payment | $ 50,000 | ||
Milestone payments receivable | 210,000 | ||
Milestone payments, receivable | $ 840,000 | ||
Maximum days allowed for cancellation of contracts prior written notice | 30 days | ||
Total transaction price initially determined | $ 50,000 | ||
Expected period for satisfaction of performance obligations | 3 years | ||
Material rights exercise period | 6 years | ||
Revenue from collaborative arrangement | $ 1,247 | $ 0 | |
Novartis | Termination based on other party's uncured material breach or insolvency | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Threshold period of notice required for termination of agreement | 60 days | ||
Novartis | Termination if safety or regulatory issue exists | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Threshold period of notice required for termination of agreement | 30 days | ||
Novartis | Achievement of specified levels of net sales | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Milestone payments receivable | $ 200,000 |
Significant agreements - Nova_2
Significant agreements - Novartis Collaboration Agreement - Accounting Analysis (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 27, 2023 USD ($) item | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenues | $ 19,530 | $ 4,896 | |||
Deferred revenue | 114,547 | $ 135,194 | $ 61,873 | ||
Novartis | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Transaction price | $ 50,000 | ||||
Collaboration revenues | 1,247 | $ 0 | |||
Deferred revenue | $ 48,341 | $ 50,008 | |||
Novartis | Two Combined Performance Obligations For First And Second Targets [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Combined performance obligations | item | 2 | ||||
Transaction price | $ 18,008 | ||||
Novartis | Two Material Rights Associated With Limited Substitution Rights [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of material rights | item | 2 | ||||
Transaction price | $ 2,466 | ||||
Novartis | Two Material Rights Associated With Options To Progress Development Candidates Incorporating Radionuclides [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of material rights | item | 2 | ||||
Transaction price | $ 19,684 | ||||
Novartis | Two Material Rights Associated With Options To Progress Development Candidates Not Incorporating Radionuclides [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of material rights | item | 2 | ||||
Transaction price | $ 9,842 |
Significant agreements - Ionis
Significant agreements - Ionis Evaluation and Option Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 09, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Deferred revenue | $ 114,547 | $ 135,194 | $ 61,873 | |||
Ionis Evaluation and Option Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Upfront cash payment | $ 3,000 | $ 3,000 | $ 3,000 | |||
Deferred revenue | $ 3,000 | $ 12,500 |
Significant agreements - Ioni_2
Significant agreements - Ionis Collaboration Agreement (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Jul. 09, 2021 USD ($) item | Apr. 30, 2023 USD ($) | Oct. 31, 2022 USD ($) | Aug. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Ionis | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Period for which research and discovery activities will be performed with no additional consideration | 3 years | ||||||
Upfront cash payment | $ 31 | ||||||
Number of payments of a mid-single-digit million dollar, failing to achieve the specified development diligence | item | 3 | ||||||
Number of collaboration targets | item | 4 | ||||||
Number of years over which royalty is payable | 10 years | ||||||
Ionis Evaluation and Option Agreement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront cash payment | $ 3 | $ 3 | $ 3 | ||||
Amended Ionis | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront cash payment | $ 1.6 | ||||||
Amended Ionis | Service for initial six month | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront cash payment | $ 0.8 | ||||||
Amended Ionis | Service for additional six month | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront cash payment | $ 0.8 | ||||||
Third Ionis Amendment | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront cash payment | $ 0.8 | ||||||
Third Ionis Amendment | Additional research service for a year | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront cash payment | $ 0.8 |
Significant agreements - Ioni_3
Significant agreements - Ionis Share Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jul. 09, 2021 | Mar. 31, 2023 | Mar. 31, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate purchase price | $ 2,716 | ||
Ionis | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Transaction price | $ 38,000 | $ 37,800 | |
Ionis | Ionis Share Purchase Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares issued (in shares) | 282,485 | ||
Purchase price per share | $ 38.94 | ||
Aggregate purchase price | $ 11,000 | ||
Fair value of shares held | 7,600 | ||
Transaction price | $ 3,400 | ||
Ionis | Ionis Share Purchase Agreement | American Depositary Shares | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase price per share | $ 31.11 |
Significant agreements - Ioni_4
Significant agreements - Ionis Accounting Analysis (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jul. 09, 2021 USD ($) item | Oct. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | Mar. 31, 2024 USD ($) item | Mar. 31, 2023 USD ($) | Dec. 31, 2020 USD ($) | Mar. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Collaboration revenues | $ 19,530 | $ 4,896 | ||||||||
Deferred revenue | $ 114,547 | $ 135,194 | $ 61,873 | |||||||
Ionis | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of material rights associated with future payments | item | 4 | |||||||||
Number of collaboration targets | item | 4 | |||||||||
Transaction price | $ 38,000 | $ 37,800 | ||||||||
Upfront cash payment | 31,000 | |||||||||
Estimated amount payable to CROs | 600 | $ 400 | $ 600 | |||||||
Expected period for satisfaction of performance obligations | 3 years | |||||||||
Material rights exercise period | 4 years | |||||||||
Incremental revenue | $ 3,300 | |||||||||
Collaboration revenues | 5,854 | $ 2,784 | ||||||||
Deferred revenue | 6,495 | 12,464 | $ 21,489 | |||||||
Ionis | Combined licenses and research and discovery performance obligation | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Transaction price | 34,100 | |||||||||
Ionis | Four material rights associated with credits for IND Acceptance fees | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Transaction price | 3,900 | |||||||||
Ionis | Ionis Share Purchase Agreement | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Transaction price | 3,400 | |||||||||
Ionis Evaluation and Option Agreement | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Upfront cash payment | $ 3,000 | $ 3,000 | $ 3,000 | |||||||
Deferred revenue | $ 3,000 | $ 12,500 | ||||||||
Amended Ionis | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Upfront cash payment | $ 1,600 | |||||||||
Collaboration revenues | $ 800 | $ 800 | ||||||||
Third Amended Ionis | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Collaboration revenues | $ 800 |
Significant agreements - Genent
Significant agreements - Genentech Collaboration Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 21, 2020 USD ($) item | Dec. 31, 2022 USD ($) | Nov. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) item | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Oct. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Significant agreements. | |||||||||
Deferred revenue | $ 61,873 | $ 114,547 | $ 135,194 | ||||||
Collaboration revenues | 19,530 | $ 4,896 | |||||||
Genentech | |||||||||
Significant agreements. | |||||||||
Number of potential development candidates | item | 4 | ||||||||
Upfront cash payment | $ 30,000 | ||||||||
Number of immuno oncology targets | item | 2 | ||||||||
Additional number of immuno oncology targets | item | 2 | ||||||||
Expansion Fee | $ 10,000 | ||||||||
Milestone payments, receivable | $ 2,000 | ||||||||
Transaction price | 31,000 | 33,000 | $ 33,000 | ||||||
Deferred revenue | 39,308 | 17,278 | 29,104 | ||||||
Collaboration revenues | $ 11,611 | $ 2,112 | |||||||
Genentech | Royalty | |||||||||
Significant agreements. | |||||||||
Number of years over which royalty is payable | 10 years | ||||||||
Genentech | Maximum | |||||||||
Significant agreements. | |||||||||
Milestone payments, receivable | 200,000 | ||||||||
Genentech | Development milestone | Maximum | |||||||||
Significant agreements. | |||||||||
Milestone payments, receivable | 65,000 | ||||||||
Genentech | Regulatory milestone | Maximum | |||||||||
Significant agreements. | |||||||||
Milestone payments, receivable | $ 135,000 | ||||||||
Genentech | Collaboration Program 1 Performance Obligation | |||||||||
Significant agreements. | |||||||||
Transaction price | $ 4,019 | ||||||||
Genentech | Collaboration Program 2 Performance Obligation | |||||||||
Significant agreements. | |||||||||
Transaction price | 8,037 | ||||||||
Genentech | Collaboration Program 3 Performance Obligation | |||||||||
Significant agreements. | |||||||||
Expansion Fee | $ 10,000 | ||||||||
Milestone payments, receivable | $ 1,000 | ||||||||
Transaction price | 11,000 | ||||||||
Material rights | $ 3,500 | ||||||||
Amount of estimate of variable consideration | 2,000 | ||||||||
Collaboration revenues | $ 8,400 | 10,400 | |||||||
Revenue recognized | 7,500 | ||||||||
Genentech | Collaboration Program 3 Performance Obligation | Maximum | |||||||||
Significant agreements. | |||||||||
Period over which performance obligations will be performed | 3 years | ||||||||
Genentech | Collaboration Program 3 Performance Obligation | Minimum | |||||||||
Significant agreements. | |||||||||
Period over which performance obligations will be performed | 2 years | ||||||||
Genentech | Collaboration Program 4 Performance Obligation | |||||||||
Significant agreements. | |||||||||
Transaction price | 10,000 | ||||||||
Deferred revenue | $ 100 | ||||||||
Material rights | 3,500 | ||||||||
Collaboration revenues | $ 5,300 | ||||||||
Genentech | Specified Targeting Arm Material Right Arm Program One | |||||||||
Significant agreements. | |||||||||
Number of initial collaboration programs exercised | item | 1 | ||||||||
Option fee for development and exploitation rights | $ 1,000 | ||||||||
Milestone payments, receivable | $ 1,000 | ||||||||
Transaction price | 352 | ||||||||
Genentech | Material rights for associated and limited substitution rights | |||||||||
Significant agreements. | |||||||||
Transaction price | $ 1,187 | ||||||||
Deferred revenue | 700 | ||||||||
Genentech | Two material rights associated with the LSR Go Option for Collaboration Programs One And Two | |||||||||
Significant agreements. | |||||||||
Number of collaboration programs | item | 2 | 2 | |||||||
Number of expansion option collaboration programs | item | 2 | ||||||||
Transaction price | $ 12,400 | ||||||||
Genentech | Material rights associated with the LSR Go Option for Collaboration Programs One | |||||||||
Significant agreements. | |||||||||
Deferred revenue | $ 6,000 | ||||||||
Genentech | Material rights associated with the LSR Go Option for Collaboration Programs Three | |||||||||
Significant agreements. | |||||||||
Deferred revenue | $ 7,400 | ||||||||
Genentech | Two material rights for Expansion Options | |||||||||
Significant agreements. | |||||||||
Number of expansion option collaboration programs | item | 2 | ||||||||
Transaction price | $ 7,005 | ||||||||
Genentech | Collaboration Program One and Two Performance Obligation | |||||||||
Significant agreements. | |||||||||
Material rights exercise period | 4 years | ||||||||
Genentech | Collaboration Program One and Two Performance Obligation | Maximum | |||||||||
Significant agreements. | |||||||||
Regulatory, and initial commercialization milestones, payments receivable | $ 200,000 | ||||||||
Period over which performance obligations will be performed | 3 years | ||||||||
Genentech | Collaboration Program One and Two Performance Obligation | Minimum | |||||||||
Significant agreements. | |||||||||
Period over which performance obligations will be performed | 2 years |
Significant agreements - AstraZ
Significant agreements - AstraZeneca Collaboration Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||
Apr. 30, 2023 USD ($) | May 31, 2018 USD ($) | Nov. 30, 2016 item | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Aug. 31, 2021 USD ($) | Oct. 31, 2020 USD ($) | Jun. 30, 2019 USD ($) | |
Significant agreements. | |||||||||||
Collaboration revenues | $ 19,530 | $ 4,896 | |||||||||
Deferred revenue | 114,547 | $ 135,194 | $ 61,873 | ||||||||
AstraZeneca | |||||||||||
Significant agreements. | |||||||||||
Option fee for development and exploitation rights | $ 5,000 | ||||||||||
Transaction price | 5,700 | ||||||||||
Collaboration revenues | 0 | $ 0 | |||||||||
Deferred revenue | $ 0 | $ 0 | $ 1,076 | ||||||||
AstraZeneca | Target 3 Material Right | |||||||||||
Significant agreements. | |||||||||||
Deferred revenue related to the associated material rights | $ 1,500 | ||||||||||
AstraZeneca | Target 4 Material Right | |||||||||||
Significant agreements. | |||||||||||
Deferred revenue recognized | $ 1,200 | ||||||||||
AstraZeneca | Target 5 Material Right | |||||||||||
Significant agreements. | |||||||||||
Deferred revenue related to the associated material rights | $ 1,200 | ||||||||||
AstraZeneca | Target 6 Material Right | |||||||||||
Significant agreements. | |||||||||||
Deferred revenue related to the associated material rights | $ 1,100 | ||||||||||
AstraZeneca | Research and Development Milestone | |||||||||||
Significant agreements. | |||||||||||
Transaction price | 700 | ||||||||||
AstraZeneca | 2016 Collaboration Agreement | |||||||||||
Significant agreements. | |||||||||||
Biological Targets | item | 2 | ||||||||||
AstraZeneca | May 2018 Option Exercise | |||||||||||
Significant agreements. | |||||||||||
Option fee for development and exploitation rights | $ 5,000 | ||||||||||
Transaction price | $ 6,300 |
Significant agreements - Summar
Significant agreements - Summary of Contract Assets and Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Contract liabilities: | ||
Beginning Balance | $ 135,194,000 | $ 61,873,000 |
Additions | 95,960,000 | |
Deductions | (19,530,000) | (26,976,000) |
Impact of Exchange Rates | (1,117,000) | 4,337,000 |
Ending Balance | 114,547,000 | 135,194,000 |
Contract assets | ||
Contract assets | 0 | 0 |
Bayer collaboration deferred revenue | ||
Contract liabilities: | ||
Beginning Balance | 43,618,000 | |
Additions | 45,000,000 | |
Deductions | (818,000) | (1,160,000) |
Impact of Exchange Rates | (367,000) | (222,000) |
Ending Balance | 42,433,000 | 43,618,000 |
Bayer collaboration deferred revenue | Deferred revenue material rights option | ||
Contract liabilities: | ||
Ending Balance | 32,100,000 | |
Novartis | ||
Contract liabilities: | ||
Beginning Balance | 50,008,000 | |
Additions | 50,000,000 | |
Deductions | (1,247,000) | (1,909,000) |
Impact of Exchange Rates | (420,000) | 1,917,000 |
Ending Balance | 48,341,000 | 50,008,000 |
Novartis | Deferred revenue material rights option | ||
Contract liabilities: | ||
Ending Balance | 33,000,000 | |
Ionis collaboration deferred revenue | ||
Contract liabilities: | ||
Beginning Balance | 12,464,000 | 21,489,000 |
Additions | 960,000 | |
Deductions | (5,854,000) | (10,734,000) |
Impact of Exchange Rates | (115,000) | 749,000 |
Ending Balance | 6,495,000 | 12,464,000 |
Ionis collaboration deferred revenue | Deferred revenue material rights option | ||
Contract liabilities: | ||
Ending Balance | 3,600,000 | |
Genentech | ||
Contract liabilities: | ||
Beginning Balance | 29,104,000 | 39,308,000 |
Additions | 0 | |
Deductions | (11,611,000) | (11,969,000) |
Impact of Exchange Rates | (215,000) | 1,765,000 |
Ending Balance | 17,278,000 | 29,104,000 |
Genentech | Deferred revenue material rights option | ||
Contract liabilities: | ||
Ending Balance | 13,700,000 | |
AstraZeneca | ||
Contract liabilities: | ||
Beginning Balance | 0 | 1,076,000 |
Additions | 0 | |
Deductions | (1,204,000) | |
Impact of Exchange Rates | 128,000 | |
Ending Balance | $ 0 | $ 0 |
Significant agreements - Revenu
Significant agreements - Revenue recognition due to changes in contract assets and liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Significant agreements | ||
Revenue recognized based on proportional performance | $ 11,631 | $ 4,896 |
Revenue recognized based on expiration of material rights | 8,034 | |
Revenue recognized based on changes in transaction price | (135) | |
Total | $ 19,530 | $ 4,896 |
Significant agreements - Cancer
Significant agreements - Cancer Research UK (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Dec. 13, 2016 | Dec. 31, 2019 | Mar. 31, 2024 | Dec. 31, 2023 | |
Research and development arrangement obligation to repay other parties | ||||
Contingent future milestones payments under research and development arrangement | $ 50.9 | $ 60.3 | ||
Other long term liabilities | ||||
Research and development arrangement obligation to repay other parties | ||||
Liability from research and development | $ 4.3 | $ 4.3 | ||
BT1718 | Minimum | ||||
Research and development arrangement obligation to repay other parties | ||||
Tiered royalties (percentage) | 70% | |||
BT1718 | Maximum | ||||
Research and development arrangement obligation to repay other parties | ||||
Tiered royalties (percentage) | 90% | |||
BT7401 | Minimum | ||||
Research and development arrangement obligation to repay other parties | ||||
Tiered royalties (percentage) | 55% | |||
BT7401 | Maximum | ||||
Research and development arrangement obligation to repay other parties | ||||
Tiered royalties (percentage) | 80% |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income taxes | ||
Benefit from income taxes | $ (350) | $ (618) |
Commitments and contingencies -
Commitments and contingencies - Leases, Office and laboratory space Cambridge (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Dec. 06, 2021 | Jan. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2017 | |
Leases | ||||||||
Operating lease right-of-use assets | $ 12,025 | $ 13,169 | ||||||
Lease liabilities | 13,022 | |||||||
Office and laboratory space in Cambridge Massachusetts | ||||||||
Leases | ||||||||
Lease total contractual Term | 3 years | |||||||
Renewal term | 2 years | |||||||
Leases, term of contract | 3 years | |||||||
Annual rent | $ 2,100 | |||||||
Rental payment | $ 2,300 | |||||||
Rent free period | 2 months | |||||||
Security deposit | $ 500 | |||||||
Operating lease right-of-use assets | 5,800 | |||||||
Lease liabilities | $ 5,800 | |||||||
Discounted percentage for present value of lease payments | 9% | |||||||
New Office and laboratory space in Cambridge, United Kingdom | ||||||||
Leases | ||||||||
Lease total contractual Term | 10 years | |||||||
Renewal term | 10 years | |||||||
Leases, term of contract | 5 years | |||||||
Annual rent | $ 3,000 | |||||||
Rent free period | 6 months | |||||||
Security deposit | $ 0 | |||||||
Operating lease right-of-use assets | 11,600 | |||||||
Lease liabilities | $ 11,100 | |||||||
Discounted percentage for present value of lease payments | 6.90% | |||||||
Office and laboratory space in Building 900, Babraham Research Campus, Cambridge | ||||||||
Leases | ||||||||
Renewal term | 5 years | |||||||
Annual rent | $ 600 | |||||||
Estimated service charges payable | $ 200 | |||||||
Office and laboratory space in Building 900, Babraham Research Campus, Cambridge | General and administrative expenses | ||||||||
Leases | ||||||||
Loss on lease termination | $ 300 | |||||||
Office and laboratory space in Lexington, Massachusetts | ||||||||
Leases | ||||||||
Annual rent | $ 800 | |||||||
Security deposit | $ 200 | |||||||
Discounted percentage for present value of lease payments | 7% | |||||||
Payments for the extended lease remaining | $ 700 | $ 200 |
Commitments and contingencies_2
Commitments and contingencies - Components of lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and contingencies | ||
Operating lease cost | $ 1,341 | $ 1,326 |
Variable lease cost | 781 | 648 |
Total lease cost | $ 2,122 | $ 1,974 |
Weighted-average remaining operating lease term (years) | 2 years 8 months 12 days | 3 years 8 months 12 days |
Weighted-average discount rate | 7.90% | 7.60% |
Commitments and contingencies_3
Commitments and contingencies - Leases, Maturities of operating leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
2024 | $ 4,315 | |
2025 | 5,834 | |
2026 | 3,336 | |
2027 | 821 | |
Present value adjustment | (1,284) | |
Total lease liabilities | 13,022 | |
Less: current lease liabilities | (4,974) | $ (4,876) |
Long term lease liabilities | $ 8,048 | $ 9,382 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities and Other Liabilities, Current | Accrued Liabilities and Other Liabilities, Current |
Maximum days allowed for cancellation of contracts prior written notice | 90 days | |
Agreement With Third Party | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Future milestone payment payable | $ 105,100 | |
Agreement With CRUK | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Future milestone payment receivable | $ 111,200 |
Net loss per share - Basic and
Net loss per share - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (26,563) | $ (39,064) |
Denominator: | ||
Weighted average ordinary shares outstanding, basic | 42,560,091 | 30,001,725 |
Weighted average ordinary shares outstanding, diluted | 42,560,091 | 30,001,725 |
Net loss per share, basic | $ (0.62) | $ (1.30) |
Net loss per share, diluted | $ (0.62) | $ (1.30) |
Net loss per share - Securities
Net loss per share - Securities excluded from the diluted per share calculation (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive securities | ||
Antidilutive securities (in shares) | 10,025,004 | 7,750,206 |
Restricted share units | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 856,748 | 452,576 |
Employee Stock Option | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 9,168,256 | 7,297,630 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related party transactions | ||
General and administrative | $ 16,382,000 | $ 14,488,000 |
Affiliated Entity | Consultancy services with Stone Sunny Isles Inc. | ||
Related party transactions | ||
General and administrative | $ 48,000 | $ 45,000 |
Geographic information (Details
Geographic information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
Geographic information | ||
Number of geographic regions | segment | 2 | |
Long lived assets, including operating lease right of use assets | $ 24,813 | $ 27,684 |
United States | ||
Geographic information | ||
Long lived assets, including operating lease right of use assets | 6,843 | 7,486 |
United Kingdom | ||
Geographic information | ||
Long lived assets, including operating lease right of use assets | $ 17,970 | $ 20,198 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (26,563) | $ (39,064) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |