Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Document Type | 6-K |
Document Period End Date | Mar. 31, 2023 |
Entity File Number | 001-39071 |
Entity Registrant Name | ADC Therapeutics SA |
Entity Address, Address Line One | Biopôle |
Entity Address, Address Line Two | Route de la Corniche 3B |
Entity Address, Postal Zip Code | 1066 |
Entity Address, City or Town | Epalinges |
Entity Address, Country | CH |
Entity Central Index Key | 0001771910 |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Income Statements, Captions [Line Items] | ||
Total revenue | $ 18,992 | $ 46,498 |
Cost of product sales | (590) | (529) |
Research and development expenses | (39,480) | (48,952) |
Selling and marketing expenses | (15,351) | (18,370) |
General and administrative expenses | (15,143) | (19,011) |
Total operating expense | (70,564) | (86,862) |
Loss from operations | (51,572) | (40,364) |
Other income (expense) | ||
Financial income | 2,304 | 18,308 |
Financial expense | (10,417) | (9,217) |
Non-operating (expense) income | (3) | 13,442 |
Total other (expense) income | (8,116) | 22,533 |
Loss before taxes | (59,688) | (17,831) |
Income tax benefit | 262 | 1,170 |
Net loss | $ (59,426) | (16,661) |
Net loss attributable to: | ||
Owners of the parent | $ (16,661) | |
Net loss per share | ||
Net loss per share, basic (in USD per share) | $ (0.74) | $ (0.22) |
Net loss per share, diluted (in dollars per share) | $ (0.74) | $ (0.22) |
Product revenues, net | ||
Condensed Income Statements, Captions [Line Items] | ||
Total revenue | $ 18,953 | $ 16,498 |
License revenues and royalties | ||
Condensed Income Statements, Captions [Line Items] | ||
Total revenue | $ 0 | $ 30,000 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statement of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Profit or loss [abstract] | ||
Net loss | $ (59,426) | $ (16,661) |
Items that may be reclassified to profit and loss | ||
Currency translation differences | 141 | (158) |
Share of other comprehensive loss in joint venture | (256) | 0 |
Total items that may be reclassified to profit and loss | (115) | (158) |
Other comprehensive loss for the period | (115) | (158) |
Total comprehensive loss for the period | (59,541) | (16,819) |
Total comprehensive loss attributable to: | ||
Owners of the parent | $ (59,541) | $ (16,819) |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Balance Sheet - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 310,547 | $ 326,441 |
Accounts receivable, net | 24,037 | 72,971 |
Inventory | 18,250 | 18,564 |
Other current assets | 27,173 | 28,039 |
Total current assets | 380,007 | 446,015 |
Non-current assets | ||
Property, plant and equipment | 4,484 | 3,261 |
Right-of-use assets | 11,224 | 6,720 |
Intangible assets | 13,586 | 14,360 |
Interest in joint venture | 29,533 | 31,152 |
Deferred tax asset | 27,605 | 26,757 |
Other long-term assets | 1,233 | 903 |
Total non-current assets | 87,665 | 83,153 |
Total assets | 467,672 | 529,168 |
Current liabilities | ||
Accounts payable | 8,694 | 12,351 |
Other current liabilities | 57,412 | 73,035 |
Lease liabilities, short-term | 1,447 | 1,097 |
Senior secured term loans, short-term | 13,533 | 12,474 |
Total current liabilities | 81,086 | 98,957 |
Non-current liabilities | ||
Warrant obligations | 516 | 1,788 |
Deferred royalty obligation, long-term | 216,551 | 212,353 |
Deferred gain of joint venture | 23,539 | 23,539 |
Lease liabilities, long-term | 10,955 | 6,564 |
Other long-term liabilities | 329 | 0 |
Total non-current liabilities | 348,901 | 341,484 |
Total liabilities | 429,987 | 440,441 |
Equity attributable to owners of the parent | ||
Share capital | 7,312 | 7,312 |
Share premium | 1,007,843 | 1,007,452 |
Treasury shares | (645) | (679) |
Other reserves | 163,501 | 155,683 |
Cumulative translation adjustments | (215) | (356) |
Accumulated losses | (1,140,111) | (1,080,685) |
Total equity attributable to owners of the parent | 37,685 | 88,727 |
Total liabilities and equity | 467,672 | 529,168 |
Senior Secured Term Loans | ||
Non-current liabilities | ||
Convertible loans, long-term | $ 97,011 | $ 97,240 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statement of Changes in Equity - USD ($) $ in Thousands | Total | Share Capital | Share Premium | Other Reserves | Treasury Shares | Cumulative Translation Adjustments | Accumulated Losses |
Equity, beginning balance at Dec. 31, 2021 | $ 166,088 | $ 6,445 | $ 981,827 | $ 102,646 | $ (128) | $ 183 | $ (924,885) |
Loss for the period | (16,661) | (16,661) | |||||
Translation adjustment | (158) | (158) | |||||
Share of other comprehensive loss in joint venture | 0 | ||||||
Other comprehensive loss for the period | (158) | (158) | |||||
Total comprehensive loss for the period | (16,819) | (158) | (16,661) | ||||
Vestings of RSUs | 0 | (9) | 9 | ||||
Share-based compensation expense | 13,398 | 13,398 | |||||
Increase (decrease) through transactions with owners, equity | 13,398 | 0 | (9) | 13,398 | 9 | ||
Equity, ending balance at Mar. 31, 2022 | 162,667 | 6,445 | 981,818 | 116,044 | (119) | 25 | (941,546) |
Equity, beginning balance at Dec. 31, 2022 | 88,727 | 7,312 | 1,007,452 | 155,683 | (679) | (356) | (1,080,685) |
Loss for the period | (59,426) | (59,426) | |||||
Translation adjustment | 141 | 141 | |||||
Share of other comprehensive loss in joint venture | (256) | (256) | |||||
Other comprehensive loss for the period | (115) | (256) | 141 | ||||
Total comprehensive loss for the period | (59,541) | (256) | 141 | (59,426) | |||
Issuance of shares, Deerfield exchange agreement, net of transaction costs | 19,600 | ||||||
Vestings of RSUs | 0 | (23) | 23 | ||||
Issuance of shares, 2022 Employee Stock Purchase Plan | 425 | 414 | 11 | ||||
Share-based compensation expense | 8,074 | 8,074 | |||||
Increase (decrease) through transactions with owners, equity | 8,499 | 0 | 391 | 8,074 | 34 | ||
Equity, ending balance at Mar. 31, 2023 | $ 37,685 | $ 7,312 | $ 1,007,843 | $ 163,501 | $ (645) | $ (215) | $ (1,140,111) |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash used in operating activities | ||
Loss for the period | $ (59,426) | $ (16,661) |
Adjustments for non-monetary items: | ||
Share-based compensation expense | 8,074 | 13,398 |
Impairments of assets | 146 | 0 |
Depreciation of property, plant and equipment | 249 | 261 |
Amortization of intangible assets | 52 | 26 |
Impairment of intangible assets | 743 | 0 |
Depreciation of right-of-use assets | 393 | 307 |
Gain from reversal of inventory impairment charges | 0 | (361) |
Share of results in joint venture | 1,363 | 2,502 |
Deferred tax asset | (848) | (3,856) |
Change in defined benefit pension liability | 0 | 72 |
Convertible loans, derivatives, change in fair value | 0 | (15,855) |
Warrant obligations, change in fair value | (1,272) | 0 |
Employee stock purchase plan deductions | 244 | 0 |
Financial income | (2,304) | (18,307) |
Financial expense | 10,291 | 9,165 |
Exchange differences | 18 | (63) |
Operating loss before working capital changes | (42,277) | (29,372) |
Decrease in accounts receivable, net | 48,901 | 3,466 |
Decrease (increase) in other current assets | (175) | (355) |
Decrease (increase) in other current assets | 55 | (1,065) |
(Decrease) increase in accounts payable | (3,663) | 4,383 |
Increase in income taxes | 587 | 2,686 |
Decrease in other liabilities and other payables | (12,090) | (10,666) |
Cash used in operating activities | (8,662) | (30,923) |
Interest paid | (3,841) | (1,838) |
Interest received | 2,795 | 18 |
Interest expense on lease obligations | 126 | 52 |
Payments made under royalty financing transaction | (4,885) | (1,191) |
Tax paid | (304) | 0 |
Net cash used in operating activities | (14,771) | (33,882) |
Cash used in investing activities | ||
Payment for purchase of property, plant and equipment | (996) | (229) |
Payment for purchase of intangible assets | (20) | (889) |
Payment for deposits | 0 | (330) |
Net cash used in investing activities | (1,016) | (1,448) |
Cash provided by (used in) financing activities | ||
Principal portion of lease obligation payments | (196) | (258) |
Net cash provided by (used in) financing activities | (196) | (258) |
Net decrease in cash and cash equivalents | (15,983) | (35,588) |
Exchange losses on cash and cash equivalents | 89 | (82) |
Cash and cash equivalents at beginning of the period | 326,441 | 466,544 |
Cash and cash equivalents at end of the period | 310,547 | 430,874 |
Supplemental Non-Cash Investing Information | ||
Capital expenditures and intangible asset acquisitions recorded in Accounts payable | $ 411 | $ 0 |
Corporate information
Corporate information | 3 Months Ended |
Mar. 31, 2023 | |
Corporate Information And Statement Of IFRS Compliance [Abstract] | |
Corporate information | Corporate information ADC Therapeutics SA (the “Company” or “ADCT”) was incorporated on June 6, 2011 under the laws of Switzerland. The registered office of the Company is located at Route de la Corniche 3B, 1066 Epalinges, Switzerland. The Company controls three wholly-owned subsidiaries: ADC Therapeutics America, Inc. (“ADCT America”), which was incorporated in Delaware, USA on December 10, 2014, ADC Therapeutics (UK) Ltd (“ADCT UK”), which was incorporated in England on December 12, 2014 and ADC Therapeutics (NL) B.V. which was incorporated in the Netherlands on February 25, 2022. The Company and its three subsidiaries form the ADCT Group (the “Group”). The Group is focused on the development and commercialization of antibody drug conjugates (“ADCs”), including research, development, human clinical trials, regulatory approval and commercialization. On April 23, 2021, the U.S. Food and Drug Administration (“FDA”) approved ZYNLONTA for the treatment of relapsed or refractory diffuse large B-cell lymphoma (“DLBCL”) and the Company commenced recognizing revenue upon the sale of ZYNLONTA during the second quarter of 2021. ADCs are drug constructs which combine monoclonal antibodies specific to particular types of cells with cytotoxic molecules or warheads which seek to kill cancer cells to which the ADC attaches. ADCs have extensive potential therapeutic applications in cancer. These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 9, 2023. Going concern basis ADCT is a commercial-stage company developing innovative therapeutics. The Group is exposed to all risks inherent in establishing and developing its business, including the substantial uncertainty that current projects will succeed. The Group’s success may also depend on its ability to: • establish and maintain a strong patent position and protection; • develop, gain regulatory approval and commercialize drug products; • enter into collaborations with partners in the pharmaceutical industry; • acquire and retain key personnel; and • acquire additional funding to support its operations. Since its incorporation, the Group has primarily funded its growth through capital increases and additional funds provided by research collaborations, license agreements, the issuance of the Company’s common shares, the issuance of convertible loans, the issuance of term loans and proceeds from a royalty purchase agreement. The Group does not have recourse to bank loans. As a result, the Group is not exposed to liquidity risk through requests for early repayment of loans, other than, pursuant to the senior secured term loan facility, it must maintain a balance of at least USD 60.0 million in cash and cash equivalents plus any accounts payable that are greater than ninety days old at the end of each quarter. As of March 31, 2023, the Group’s cash and cash equivalents amounted to USD 310.5 million (December 31, 2022: USD 326.4 million). Management believes that the Group has sufficient resources to meet its financial obligations for at least the next 12 months from the date of issuance of these unaudited condensed consolidated interim financial statements and, as a result, is presenting these unaudited condensed consolidated interim financial statements of the Group on a going concern basis. |
Basis of preparation
Basis of preparation | 3 Months Ended |
Mar. 31, 2023 | |
Corporate Information And Statement Of IFRS Compliance [Abstract] | |
Basis of preparation | Basis of preparation Statement of Compliance These unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2023 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) and should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022. Functional and reporting currency These unaudited condensed consolidated interim financial statements are presented in United States Dollars (“USD” or “$”), which is the Company’s functional currency and the Group’s reporting currency. A subsidiary of the Company, ADCT UK, has a functional currency of the British Pound (“GBP”). The following exchange rates have been used for the translation of the financial statements of ADCT UK: Three Months Ended March 31, 2023 2022 USD / GBP Closing rate, GBP 1 1.23681 1.31336 Weighted average exchange rate, GBP 1 1.23708 1.34361 Basis of Consolidation The unaudited condensed consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company which are the same as those contained in the audited consolidated financial statements as of and for the year ended December 31, 2022. Use of estimates and judgements The preparation of the unaudited condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty included those that applied to the consolidated financial statements for the year ended December 31, 2022. There have been no material changes to the use of estimates and judgements other than those described in note 3, "Significant accounting policies." |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies, Changes in Accounting Estimates And Errors [Abstract] | |
Significant accounting policies | Significant accounting policies The accounting policies applied by the Company in these unaudited condensed consolidated interim financial statements are the same as those applied by the Company in its audited consolidated financial statements as of and for the year ended December 31, 2022 and have been applied consistently to all periods presented in these unaudited condensed consolidated interim financial statements, except for the following: Revenue Recognition Product Revenue The Company generates revenue from sales of ZYNLONTA in the U.S. for the treatment of relapsed or refractory DLBCL, which was approved by the FDA on April 23, 2021 and launched shortly thereafter. Revenue is recognized when control is transferred to the customer at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts. On November 15, 2021, the Infrastructure Investment and Jobs Act was enacted, which added a requirement for manufacturers of certain single-source drugs (including biologics and biosimilars) separately paid for under Medicare Part B for at least 18 months and marketed in single-dose containers or packages (known as refundable single-dose container or single-use package drugs) to provide annual refunds if those portions of the dispensed drug that are unused and discarded exceed an applicable percentage defined by statute or regulation. The Centers for Medicare & Medicaid Services (the “CMS”) finalized regulations to implement this section on November 18, 2022, and the provision went into effect on January 1, 2023. The Company has accounted for this annual refund (“discarded drug rebate”) as a GTN sales adjustment beginning in the first quarter of 2023. The discarded drug rebate will involve significant estimates and judgment after considering factors including legal interpretations of applicable laws and regulations, historical experience with discarded volumes and processing time lags. The Company will use information from external sources to identify the Company’s discarded volumes and estimate the discarded drug rebate. The Company’s estimates are subject to inherent limitations of estimates that rely on third-party information and reflect other limitations including lags between the date as of which third-party information is generated and the date on which the Company receives third-party information. Estimates for the discarded drug rebate will be assessed each period and adjusted as required to revise information or actual experience. New and amended IFRS standards There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2023, that are relevant to the Group. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant, are not listed here. |
Financial risk management
Financial risk management | 3 Months Ended |
Mar. 31, 2023 | |
Financial Instruments [Abstract] | |
Financial risk management | Financial risk management 4.1 Financial risk factors The Group’s activities are exposed to a variety of financial risks: market risk (including changes in the Company’s share price, exposure to fluctuation in currency exchange rates and exposure to interest rate movements), credit risk and liquidity risk. The unaudited condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s consolidated financial statements as of December 31, 2022. In relation to the royalty purchase agreement with entities managed by Healthcare Royalty Management, LLC ("HCR"), the Company is obligated to pay interest in the form of royalties in connection with certain net sales and licensing revenue. As the effective interest rate ("EIR") on the deferred royalty obligation does not depend on market performance, the exposure to interest rate and market risk is deemed low. See note 17, “Deferred royalty obligation” for further information. In regards to the senior secured term loans, the interest rate is variable and dependent upon market factors. The Company will update the EIR at the end of each reporting period for changes in the rate. See note 13, "Senior secured term loan facility and warrants" for further information. A hypothetical 100 basis point increase (decrease) in the interest rate as of March 31, 2023 would have increased (decreased) the effective interest expense associated with the Company's senior secured term loan facility by KUSD 676 and (KUSD 676), respectively. There have been no other material changes in financial risk management since December 31, 2022. 4.2 Fair value estimation As of March 31, 2023, the carrying amount is a reasonable approximation of fair value for the following financial assets and liabilities: • Cash and cash equivalents • Trade accounts receivable; and • Trade accounts payable In the three months ended March 31, 2023, there were no significant changes in the business or economic circumstances that affected the fair value of the Group’s financial assets and financial liabilities. Fair values must be estimated at the end of each reporting period with regard to the senior secured term loan warrant obligation and the Deerfield warrants. The approach to valuation follows the grant date fair value principle, and the key input factors are described for the senior secured term loan facility warrant obligation in note 13, "Senior secured term loan facility and warrants" and for the Deerfield warrants in note 15, "Deerfield warrants." Commonly accepted pricing models (Black-Scholes) have been used to calculate the fair values. The valuation of the senior secured term loan facility warrant obligation and Deerfield warrants are classified as pertaining to Level 2 of the valuation hierarchy. The convertible loan derivatives previously were classified as pertaining to Level 3 of the valuation hierarchy and were extinguished on August 15, 2022. See note 14, "Convertible loans" for further information. The Company no longer has any inputs pertaining to level 3 of the valuation hierarchy set out below. The different levels of the valuation hierarchy have been defined as follows: (a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; (b) Level 2: inputs other than quoted prices that are observable for the asset or liability, either directly (for example, as prices) or indirectly (for example, derived from prices); (c) Level 3: inputs for the asset or liability that are not based on observable market data. There were no transfers between the respective levels during the period. |
Product revenues, net
Product revenues, net | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contracts With Customers [Abstract] | |
Product revenue, net | Revenue recognition The table below provides a disaggregation of revenues by type of service and customer location for the three months ended March 31, 2023 and March 31, 2022. Three months ended March 31, (in KUSD) 2023 2022 Types of goods and services Product revenue, net 18,953 16,498 License revenues — 30,000 Royalties 39 — Total revenue 18,992 46,498 Customer Location U.S. 18,953 16,498 EMEA (1) 39 — Japan — 30,000 Total revenue 18,992 46,498 (1) Europe, the Middle East and Africa Product revenue, net Product revenues, net from sales of ZYNLONTA were KUSD 18,953 and KUSD 16,498 for the three months ended March 31, 2023 and 2022, respectively. The Company records its best estimate of GTN sales adjustments to which customers are likely to be entitled. The table below provides a rollforward of the Company’s accruals related to the GTN sales adjustments for the three months ended March 31, 2023 and March 31, 2022. Three months ended March 31, (in KUSD) 2023 2022 Beginning balance 3,746 2,590 GTN sales adjustments for current period sales 5,616 3,491 GTN sales adjustments for prior period sales (648) (192) Credits, payments and reclassifications to Accounts payable (4,352) (1,763) Ending balance as of March 31, 4,362 4,126 The table below provides the classification of the accruals related to the GTN sales adjustment included in the Company’s unaudited condensed consolidated interim balance sheet as of March 31, 2023 and December 31, 2022. (in KUSD) As of March 31, 2023 As of December 31, 2022 Accounts receivable, net 1,688 2,151 Other current liabilities 2,674 1,595 4,362 3,746 License revenues and royalties On January 18, 2022, the Company entered into an exclusive license agreement with MTPC for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications in Japan. Under the terms of the agreement, the Company received an upfront payment of USD 30 million and may receive up to an additional USD 205 million in milestones if certain development and commercial events are achieved. The Company will also be entitled to receive royalties ranging in percentage from the high teens to the low twenties based on net sales of ZYNLONTA in Japan. MTPC will conduct clinical studies of ZYNLONTA in Japan and will have the right to participate in any global clinical studies by bearing a portion of the study costs. In addition, the Company will supply ZYNLONTA to MTPC for its drug development and commercialization under a supply agreement. On July 8, 2022, the Company entered into exclusive license agreement with Sobi for the development and commercialization of ZYNLONTA for all hematologic and solid tumor indications outside of the U.S., greater China, Singapore and Japan. Under the terms of the agreement, the Company received an upfront payment of USD 55 million and is eligible to receive up to USD 382.5 million in regulatory and net sales-based milestones, of which USD 50 million in license revenue was recognized in December 2022 upon approval of a Marketing Authorisation Application by the European Commission for ZYNLONTA in third-line DLBCL and received in the first quarter of 2023. The Company will also receive royalties ranging in percentage from the mid-teens to the mid-twenties based on net sales of the product in Sobi’s licensed territories, subject to certain adjustments. The Company recognized a de minimus amount of revenue attributable to royalties in the Sobi licensed territories during the three months ended March 31, 2023. |
Segment information
Segment information | 3 Months Ended |
Mar. 31, 2023 | |
Operating Segments [Abstract] | |
Segment information | Segment informationThe Company is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. Accordingly, the Company views its business and manages its operations as one operating segment. |
Operating expense
Operating expense | 3 Months Ended |
Mar. 31, 2023 | |
Analysis of income and expense [abstract] | |
Operating expense | Operating expense The following table provides the unaudited condensed consolidated interim statement of operations classification of the Company's total operating expense: (in KUSD) Three months ended March 31, 2023 2022 Cost of product sales 590 529 R&D External costs (1) 21,654 29,168 Employee expenses (2) 17,826 19,784 R&D expense 39,480 48,952 S&M External costs (3) 7,360 8,911 Employee expenses (2) 7,991 9,459 S&M expense 15,351 18,370 G&A External costs (1) 4,538 7,639 Employee expenses (2) 10,605 11,372 G&A expense 15,143 19,011 Total operating expense 70,564 86,862 (1) Includes depreciation expense (2) Includes share-based compensation expense (3) Includes depreciation expense for Property, plant and equipment for the three months ended March 31, 2023 and 2022. R&D external costs decreased as a result of carefully weighing Cami against the rest of the Company's portfolio in terms of resource allocation, and deciding not to proceed on our own and to seek a partner to continue developing this program within this high unmet need patient segment. The Company also had lower clinical trial costs for closed studies LOTIS 3, LOTIS 6 and LOTIS 8, as well as lower manufacturing expenses related to IND-enabling work for ADCT 212. The decrease in external costs was partially offset by an increase in clinical trial costs for LOTIS 5, LOTIS 10 and LOTIS 9, as well as an increase in chemistry, manufacturing and controls expenses, as those studies progressed. Employee expense decreased for the three months ended March 31, 2023 primarily due to lower share-based compensation expense. The decrease in S&M expenses in the three months ended March 31, 2023 was primarily due to lower spend on marketing, analytics and expenses in the European Union relating to the commercial launch of ZYNLONTA of USD 1.7 million, as well as lower share-based compensation expense of USD 1.3 million due to fluctuations in our share price. |
Cash and cash equivalents
Cash and cash equivalents | 3 Months Ended |
Mar. 31, 2023 | |
Cash and cash equivalents [abstract] | |
Cash and cash equivalents | Cash and cash equivalents |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventory [Abstract] | |
Disclosure of inventories [text block] | Inventory Inventory as of March 31, 2023 and December 31, 2022 consisted of the following: (in KUSD) As of March 31, 2023 As of December 31, 2022 Work in process 17,961 18,165 Finished goods 289 399 Total inventory 18,250 18,564 |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible assets | Intangible assets During the three months ended March 31, 2023, the Company did not capitalize any license fees as intangible assets. During the three months ended March 31, 2022, the Company capitalized: • KUSD 195 paid upon the successful completion of in-vivo efficacy studies related to a license with a third party to use their specific binding proteins in the development, manufacturing and commercialization of products. The amount was capitalized as an indefinite-lived intangible asset. During the three months ended March 31, 2023, the Company decided to terminate a program. Consequently, impairment charges of KUSD 743 (corresponding to the entire carrying amount of the capitalized licenses) was recognized and charged to R&D expenses in the unaudited condensed consolidated interim statement of operations. No impairment losses were recognized during the three months ended March 31, 2022. The Company performs an assessment at the end of each period to determine whether there is any indication that an intangible asset may be impaired. The Company identified one indicator of impairment during the three months ended March 31, 2023. The Company evaluated further and concluded there were no impairments, other than the terminated program. The table below provides a rollforward of the Company’s intangible assets as of March 31, 2023 and 2022. (in KUSD) Indefinite lived Definite lived Cost Licenses Internal development costs Internal development costs Licenses Software Total January 1, 2023 13,680 — 954 1,052 278 15,964 Additions — — — — 20 20 Exchange differences — — — — 3 3 March 31, 2023 13,680 — 954 1,052 301 15,987 Accumulated Amortization January 1, 2023 (1,295) — — (125) (184) (1,604) Amortization charge — — (19) (19) (14) (52) Impairment charge (743) — — — — (743) Exchange differences — — — (2) (2) March 31, 2023 (2,038) — (19) (144) (200) (2,401) Net book amount as of March 31, 2023 11,642 — 935 908 101 13,586 Cost January 1, 2022 12,985 631 — 1,052 176 14,844 Additions 195 82 — — 19 296 Exchange differences — — — — (1) (1) March 31, 2022 13,180 713 — 1,052 194 15,139 Accumulated Amortization January 1, 2022 (1,069) — — (50) (143) (1,262) Amortization charge — — — (19) (7) (26) March 31, 2022 (1,069) — — (69) (150) (1,288) Net book amount as of March 31, 2022 12,111 713 — 983 44 13,851 |
Non-operating income
Non-operating income | 3 Months Ended |
Mar. 31, 2023 | |
Analysis of income and expense [abstract] | |
Non-operating income | Non-operating (expense) income Three months ended March 31, (in KUSD) Note 2023 2022 Convertible loans, derivatives, change in fair value income 14 — 15,855 Deerfield warrant obligation, change in fair value income 15 616 — Senior secured term loan facility, warrants, change in fair value income 13 656 — Share of results with joint venture 11 (1,363) (2,502) Exchange differences (loss) gain (52) 81 R&D tax credit 140 8 Non-operating (expense) income (3) 13,442 Convertible loans, derivatives, change in fair value income Changes in derivative fair values are explained in note 14, “Convertible loans.” Pursuant to the Facility Agreement with Deerfield, the Company drew down the Deerfield First Tranche of the convertible loans amounting to USD 65.0 million on May 19, 2020. Additionally, in connection with the FDA approval of ZYNLONTA, the Company drew down the Deerfield Second Tranche of convertible loans amounting to USD 50.0 million on May 17, 2021. On August 15, 2022, pursuant to the exchange agreement with Deerfield, Deerfield exchanged USD 115.0 million aggregate principal amount of the Company's senior secured convertible notes for warrants to purchase an aggregate of 4,412,840 common shares, an aggregate of 2,390,297 common shares and cash equal to USD 117.3 million. Deerfield warrant obligation, change in fair value income Pursuant to an exchange agreement with Deerfield entered into on August 15, 2022, the Company issued warrants to purchase an aggregate of 4,412,840 common shares. The Deerfield warrant obligation has been recorded at its initial fair value and is remeasured to fair value at the end of each reporting period. Changes in fair value of the Deerfield warrant obligation are explained in note 15, "Deerfield warrants." Senior secured term loan facility, warrants, change in fair value income The Company has accounted for the First Tranche of the senior secured term loan and warrants as one hybrid financial instrument, with the USD 120 million proceeds separated into two components: a warrant obligation and a loan. The warrant obligation has been recorded at its initial fair value and is remeasured to fair value at the end of each reporting period. Changes in fair value of the warrant obligation are explained in note 13, "Senior secured term loan facility and warrants." Share of results with joint venture In connection with the formation of Overland ADCT BioPharma in December 2020, the Company recorded its proportionate share of Overland ADCT BioPharma’s comprehensive loss. See note 11, “Interest in joint venture.” Exchange differences (loss) gain Also included in non-operating (expense) income are favorable or unfavorable Exchange differences. The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to British pounds, Euros and Swiss francs. Exchange differences represent gain or (loss) based on favorable or unfavorable changes in foreign currencies. R&D tax credit The Company recognizes as income (expense) amounts received and receivable by its subsidiary, ADCT UK, under the United Kingdom’s R&D Expenditure Credit scheme (“UK R&D Credit Scheme”). The grants represent 13% and 12% of eligible expenditures for the three months ended March 31, 2023 and March 31, 2022, respectively. The claims are payable through the tax system, as a refund of corporation tax or of other taxes, including income tax and social security payments deducted at source from qualifying (research) employees’ payroll and VAT. The relevant amounts have been therefore presented net in the balance sheet. As the credit is independent of ADCT UK’s taxable profit, is clearly designed to incentivize companies to invest in R&D activities and is itself taxable income, the Group has recognized the income as government grants within non-operating (expense) income and not as a credit to income tax expense. |
Interest in joint venture
Interest in joint venture | 3 Months Ended |
Mar. 31, 2023 | |
Interests In Other Entities [Abstract] | |
Interest in joint venture | The Company is invested in a joint venture company, Overland ADCT BioPharma, with Overland Pharmaceuticals (“Overland”), to develop and commercialize one of the Company’s ADC products, ZYNLONTA, and three of the Company’s ADC product candidates, ADCT-601, ADCT-602 and ADCT-901, in greater China and Singapore. The table below provides a rollforward of the Company’s interest in Overland ADCT BioPharma as of March 31, 2023 and 2022, respectively. (in KUSD) Interest in joint venture January 1, 2023 31,152 Share of comprehensive loss in joint venture (1,619) March 31, 2023 29,533 January 1, 2022 41,236 Share of comprehensive loss in joint venture (2,502) March 31, 2022 38,734 As of March 31, 2023, the deferred gain of USD 23.5 million arising from the Company’s contribution for its equity investment in the joint venture remained unchanged from December 31, 2022. The Company’s carrying value of its investment in a joint venture increases or decreases in relation to the Company’s proportionate share of comprehensive income or loss of the joint venture. When the Company’s share of losses of a joint venture exceeds the Company’s interest in that joint venture less the carrying value of the deferred gain described above, the Company ceases to recognize its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the joint venture. The tables below provide summarized financial information for Overland ADCT BioPharma that is material to the Company. The following information reflects the amounts presented in the financial statements of Overland ADCT BioPharma and not the Company’s share of those amounts. (in KUSD) As of Summarized Balance Sheet March 31, 2023 December 31, 2022 Cash and cash equivalents 14,977 19,261 Prepaid and other current assets 79 2 Intangible assets 48,039 49,249 Total liabilities (2,408) (3,062) Net assets 60,687 65,450 Summarized Statement of Comprehensive Loss Three months ended March 31, 2023 2022 Operating expenses 3,653 4,791 Other expense (income) 274 (42) Net loss 3,927 4,749 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The table below provides a rollforward of the Company's right-of-use assets as of March 31, 2023 and 2022, respectively. (in KUSD) Right-of-Use Assets Properties (Offices) Vehicles Total Cost January 1, 2023 9,311 134 9,445 Additions 4,818 — 4,818 Exchange difference 104 — 104 March 31, 2023 14,233 134 14,367 Accumulated depreciation January 1, 2023 (2,642) (83) (2,725) Depreciation charge (385) (8) (393) Exchange difference (25) — (25) March 31, 2023 (3,052) (91) (3,143) Net book amount as of March 31, 2023 11,181 43 11,224 Cost January 1, 2022 9,005 134 9,139 Exchange difference (145) — (145) March 31, 2022 8,860 134 8,994 Accumulated depreciation January 1, 2022 (1,925) (50) (1,975) Depreciation charge (299) (8) (307) Exchange difference 14 — 14 March 31, 2022 (2,210) (58) (2,268) Net book amount as of March 31, 2022 6,650 76 6,726 On January 30, 2023, the Company expanded the square footage of its existing lease related to its U.K. office. The lease commenced on January 30, 2023 and expires on January 27, 2031, and includes an option to terminate early on January 26, 2026. The Company is reasonably certain it will not terminate the lease early and therefore will account for the lease using an eight-year lease term. Total rent payments including service charges through January 27, 2031 are USD 7.6 million. Depreciation of right-of-use assets have been charged to the following categories in the unaudited condensed consolidated interim statement of operations. Depreciation expense for S&M expenses was not material for any of the periods presented. Three months ended March 31, (in KUSD) 2023 2022 R&D expenses 331 245 G&A expenses 62 62 393 307 The table below provides a rollforward of the Company's lease liabilities as of March 31, 2023 and 2022, respectively. (in KUSD) Lease liabilities Properties (Offices) Vehicles Total January 1, 2023 7,607 54 7,661 Additions 4,818 — 4,818 Cash outflow (including interest) (313) (9) (322) Interest 126 — 126 Exchange difference 109 10 119 March 31, 2023 12,347 55 12,402 January 1, 2022 7,898 125 8,023 Cash outflow (including interest) (301) (9) (310) Interest 51 1 52 Exchange difference (134) (36) (170) March 31, 2022 7,514 81 7,595 March 31, 2023 Lease liabilities (short-term) 1,411 36 1,447 Lease liabilities (long-term) 10,936 19 10,955 Total lease liabilities 12,347 55 12,402 March 31, 2022 Lease liabilities (short-term) 946 35 981 Lease liabilities (long-term) 6,568 46 6,614 Total lease liabilities 7,514 81 7,595 |
Senior secured term loan facili
Senior secured term loan facility and warrants | 3 Months Ended |
Mar. 31, 2023 | |
Financial Instruments [Abstract] | |
Convertible loans | Senior secured term loan facility and warrants Oak Tree and Owl Rock Warrant Obligations During the three months ended March 31, 2023, the Company recognized income of KUSD 656 as a result of changes in the fair value of the warrant obligations. The fair value of the warrant obligations as of March 31, 2023 and December 31, 2022 was KUSD 339 and KUSD 995, respectively. The decrease in fair value of the warrant obligation from December 31, 2022 to March 31, 2023 was primarily due to the decrease in the fair value of the underlying shares during that period, which was recorded directly to Non-operating (expense) income in the unaudited condensed consolidated interim statement of operations. See note 8, "Non-operating (expense) income" for further information. The Company used an independent valuation firm to assist in calculating the fair value of the warrant obligations, using the Black-Scholes option-pricing model. Key inputs for the valuation of the warrant obligations as of March 31, 2023 were as follows: As of As of March 31, 2023 December 31, 2022 Exercise price in USD 8.30 8.30 Share price in USD 1.95 3.84 Risk-free interest rate 3.7 % 4.0 % Expected volatility 80 % 80 % Expected term (months) 52.5 months 55.5 months Dividend yield — — Black-Scholes value in USD 0.64 1.89 Senior Secured Term Loan For the three months ended March 31, 2023, the Company recorded interest expense on the senior secured term loan in the amount of KUSD 4,540 which was recorded in Financial expense in the unaudited condensed consolidated interim statement of operations. The EIR at March 31, 2023 was 16.44%. The carrying value of the senior secured term loan was USD 110.5 million as of March 31, 2023, of which USD 13.5 million and USD 97.0 million represented the short-term and long-term portion of the liability, respectively. Pursuant to this Loan Agreement, the Company is subject to a covenant that requires it to maintain a balance at the end of each quarter of at least USD 60.0 million in cash and cash equivalents that are included on the unaudited condensed consolidated interim balance sheet plus an amount equal to any accounts payable that remain unpaid more than ninety days after the date of the original invoice. As of March 31, 2023, the Company was in compliance with this covenant. On April 24, 2020, the Company entered into a USD 115.0 million Facility Agreement with Deerfield, pursuant to which Deerfield extended a tranche of USD 65.0 million of convertible loans on May 19, 2020 upon completion of the Company’s initial public offering (the “Deerfield First Tranche”) and a tranche of USD 50.0 million of convertible loans on May 17, 2021 after the receipt of regulatory approval for ZYNLONTA (the “Deerfield Second Tranche”). On August 15, 2022, pursuant to an exchange agreement with Deerfield, Deerfield exchanged USD 115.0 million aggregate principal amount of the Company's senior secured convertible notes for warrants to purchase an aggregate of 4,412,840 common shares, an aggregate of 2,390,297 common shares and cash equal to USD 117.3 million. As a result of the exchange agreement on August 15, 2022, the Company recognized a loss on extinguishment of USD 42.1 million, which primarily consists of the difference between the aggregate principal amount and carrying value of the convertible loans, exit fee, as well as the unpaid interest payments through the maturity date. Embedded conversion option derivatives Prior to the exchange, the Company accounted for the Facility agreement as a loan and embedded conversion option features. The embedded conversion option derivative was marked-to-market while the loan was measured at its amortized cost on a quarterly basis. The following table summarizes the changes in fair value income of the embedded conversion option derivatives during the three months ended March 31, 2022: Three months ended March 31, (in KUSD) 2022 Deerfield First Tranche 9,518 Deerfield Second Tranche - after FDA approval 6,337 Total 15,855 The decrease in fair value of the embedded derivatives was primarily due to a decrease in the fair value of the underlying shares during the three months ended March 31, 2022. These amounts were charged directly to the unaudited condensed consolidated interim statements of operations. See note 8, “Non-operating (expense) income” for further information. The Company used an independent valuation firm to assist in calculating the fair value of the Deerfield First Tranche and Deerfield Second Tranche of the embedded conversion option derivatives, which is based on the mean of values derived from application of the Hull and Goldman Sachs convertible bond pricing models. Key inputs for the valuations as of March 31, 2022 was as follows: Deerfield First Tranche As of March 31, 2022 Exercise price at 130% of the IPO price of 19.00, in USD 24.70 Forced conversion price, in USD 67.93 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % Deerfield Second Tranche As of March 31, 2022 Exercise price in USD 28.07 Forced conversion price, in USD 77.19 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % Residual convertible loan The following table summarizes the interest expense recorded on the convertible loan for the three months ended March 31, 2022: Three months ended March 31, (in KUSD) 2022 Deerfield First Tranche 2,219 Deerfield Second Tranche 803 Total 3,022 |
Convertible loans
Convertible loans | 3 Months Ended |
Mar. 31, 2023 | |
Financial Instruments [Abstract] | |
Convertible loans | Senior secured term loan facility and warrants Oak Tree and Owl Rock Warrant Obligations During the three months ended March 31, 2023, the Company recognized income of KUSD 656 as a result of changes in the fair value of the warrant obligations. The fair value of the warrant obligations as of March 31, 2023 and December 31, 2022 was KUSD 339 and KUSD 995, respectively. The decrease in fair value of the warrant obligation from December 31, 2022 to March 31, 2023 was primarily due to the decrease in the fair value of the underlying shares during that period, which was recorded directly to Non-operating (expense) income in the unaudited condensed consolidated interim statement of operations. See note 8, "Non-operating (expense) income" for further information. The Company used an independent valuation firm to assist in calculating the fair value of the warrant obligations, using the Black-Scholes option-pricing model. Key inputs for the valuation of the warrant obligations as of March 31, 2023 were as follows: As of As of March 31, 2023 December 31, 2022 Exercise price in USD 8.30 8.30 Share price in USD 1.95 3.84 Risk-free interest rate 3.7 % 4.0 % Expected volatility 80 % 80 % Expected term (months) 52.5 months 55.5 months Dividend yield — — Black-Scholes value in USD 0.64 1.89 Senior Secured Term Loan For the three months ended March 31, 2023, the Company recorded interest expense on the senior secured term loan in the amount of KUSD 4,540 which was recorded in Financial expense in the unaudited condensed consolidated interim statement of operations. The EIR at March 31, 2023 was 16.44%. The carrying value of the senior secured term loan was USD 110.5 million as of March 31, 2023, of which USD 13.5 million and USD 97.0 million represented the short-term and long-term portion of the liability, respectively. Pursuant to this Loan Agreement, the Company is subject to a covenant that requires it to maintain a balance at the end of each quarter of at least USD 60.0 million in cash and cash equivalents that are included on the unaudited condensed consolidated interim balance sheet plus an amount equal to any accounts payable that remain unpaid more than ninety days after the date of the original invoice. As of March 31, 2023, the Company was in compliance with this covenant. On April 24, 2020, the Company entered into a USD 115.0 million Facility Agreement with Deerfield, pursuant to which Deerfield extended a tranche of USD 65.0 million of convertible loans on May 19, 2020 upon completion of the Company’s initial public offering (the “Deerfield First Tranche”) and a tranche of USD 50.0 million of convertible loans on May 17, 2021 after the receipt of regulatory approval for ZYNLONTA (the “Deerfield Second Tranche”). On August 15, 2022, pursuant to an exchange agreement with Deerfield, Deerfield exchanged USD 115.0 million aggregate principal amount of the Company's senior secured convertible notes for warrants to purchase an aggregate of 4,412,840 common shares, an aggregate of 2,390,297 common shares and cash equal to USD 117.3 million. As a result of the exchange agreement on August 15, 2022, the Company recognized a loss on extinguishment of USD 42.1 million, which primarily consists of the difference between the aggregate principal amount and carrying value of the convertible loans, exit fee, as well as the unpaid interest payments through the maturity date. Embedded conversion option derivatives Prior to the exchange, the Company accounted for the Facility agreement as a loan and embedded conversion option features. The embedded conversion option derivative was marked-to-market while the loan was measured at its amortized cost on a quarterly basis. The following table summarizes the changes in fair value income of the embedded conversion option derivatives during the three months ended March 31, 2022: Three months ended March 31, (in KUSD) 2022 Deerfield First Tranche 9,518 Deerfield Second Tranche - after FDA approval 6,337 Total 15,855 The decrease in fair value of the embedded derivatives was primarily due to a decrease in the fair value of the underlying shares during the three months ended March 31, 2022. These amounts were charged directly to the unaudited condensed consolidated interim statements of operations. See note 8, “Non-operating (expense) income” for further information. The Company used an independent valuation firm to assist in calculating the fair value of the Deerfield First Tranche and Deerfield Second Tranche of the embedded conversion option derivatives, which is based on the mean of values derived from application of the Hull and Goldman Sachs convertible bond pricing models. Key inputs for the valuations as of March 31, 2022 was as follows: Deerfield First Tranche As of March 31, 2022 Exercise price at 130% of the IPO price of 19.00, in USD 24.70 Forced conversion price, in USD 67.93 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % Deerfield Second Tranche As of March 31, 2022 Exercise price in USD 28.07 Forced conversion price, in USD 77.19 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % Residual convertible loan The following table summarizes the interest expense recorded on the convertible loan for the three months ended March 31, 2022: Three months ended March 31, (in KUSD) 2022 Deerfield First Tranche 2,219 Deerfield Second Tranche 803 Total 3,022 |
Deerfield Warrants
Deerfield Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Deerfield Warrants | Deerfield warrants Pursuant to the exchange agreement with Deerfield entered into on August 15, 2022, the Company issued warrants to purchase an aggregate of 4,412,840 common shares. The warrants consist of warrants to purchase an aggregate of 2,631,578 common shares at an exercise price of USD 24.70 per share and warrants to purchase an aggregate of 1,781,262 common shares at an exercise price of USD 28.07 per share. Each warrant is exercisable, on a cash or a cashless basis, at the option of the holder, at any time on or prior to May 19, 2025. The warrants contain customary anti-dilution adjustments and entitle holders to receive any dividends or other distributions paid on the underlying common shares prior to their expiration on an as-exercised basis. Each holder also may require the Company to repurchase the warrants for their Black Scholes-based fair value in connection with certain transformative transactions or change of control of the Company that occur prior to their expiration. The terms of the warrants are reflective of the terms of the embedded conversion option features of the Deerfield Facility Agreement prior to the Exchange Agreement. As a result, the fair value of the warrants was determined to approximate the fair value of the existing embedded conversion option features immediately prior to the consummation of the Exchange Agreement. As such, the warrant obligation was recorded at an initial fair value of KUSD 12,297 on August 15, 2022. Subsequent to issuance, the warrant obligation will be remeasured to fair value at the end of each reporting period. During the three months ended March 31, 2023, the Company recognized income of KUSD 616 as a result of changes in the fair value of the warrant obligation. The fair value of the warrant obligation as of March 31, 2023 and December 31, 2022 was KUSD 177 and KUSD 793, respectively. The decrease in fair value of the warrant obligation from December 31, 2022 to March 31, 2023 was primarily due to the decrease in the fair value of the underlying shares during that period. These amounts were recorded to Non-operating (expense) income in the unaudited condensed consolidated interim statement of operations. See note 8, "Non-operating (expense) income" for further information. The Company used an independent valuation firm to assist in calculating the fair value of the Deerfield warrant obligation, using the Black-Scholes option-pricing model. Key inputs for the valuation of the warrant obligation as of March 31, 2023 were as follows: As of As of March 31, 2023 December 31, 2022 Exercise price in USD 24.70 and 28.07 24.70 and 28.07 Share price in USD 1.95 3.84 Risk-free interest rate 4.0 % 4.3 % Expected volatility 80 % 70 % Expected term (months) 25.7 months 28.7 months Dividend yield — — Black-Scholes value in USD 0.04 and 0.03 0.20 and 0.16 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Share Capital, Reserves And Other Equity Interest [Abstract] | |
Equity | EquityOn August 15, 2022, the Company entered into a share purchase agreement with the Purchasers, pursuant to which, on September 6, 2022, the Company issued and sold to the purchasers an aggregate of 733,568 common shares at USD 8.52 per share. The shares were issued from the Company’s treasury shares at par value, which arose from the Share Subscription Agreement. See note 2, “Basis of Preparation." The transaction was recorded as a USD 6.1 million net increase to share premium for the issuance of the common shares, net of transaction costs accrued and paid, and an increase in cash and cash equivalents.The Company also recorded a USD 19.6 million non-cash net increase to share premium for the issuance of the 2,390,297 common shares to Deerfield in connection with the exchange of the senior secured convertible notes. The shares were issued from the Company’s treasury shares at par value, which arose from the Share Subscription Agreement. See note 15, “Convertible loans” and note 2, “Basis of Preparation” for further information on this transaction and Share Subscription Agreement, respectively. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangements [Abstract] | |
Share-based compensation | Share-based compensation Equity Incentive Plan 2019 In November 2019, the Company adopted the Equity Incentive Plan 2019. Under the Equity Incentive Plan 2019, the Company may at its discretion grant to plan participants, such as directors, certain employees and service providers, awards in the form of restricted shares and restricted share units (“RSUs”), share options, share appreciation rights, performance awards and other share-based awards. The Company has reserved 17,741,355 common shares for future issuance under the Equity Incentive Plan 2019 (including share-based equity awards granted to date less awards forfeited). As of March 31, 2023, the Company had 857,016 common shares available for the future issuance of share-based equity awards. On March 22, 2023, the Company issued its annual equity award, which was approved by the Compensation Committee of the Board of Directors and consisted of 2,026,341 share options and 538,175 RSUs. As of March 31, 2023, the Company has only granted share options, RSUs and performance awards under the Equity Incentive Plan 2019. As of March 31, 2023, the cumulative amount recorded as an increase to Other Reserves within equity in the unaudited condensed consolidated interim balance sheet of the Equity Incentive Plan 2019 was KUSD 153,079. The amount of expense for all awards recognized for services received during the three months ended March 31, 2023 and 2022 were KUSD 7,977 and KUSD 13,910, respectively. An amount of KUSD 512 was withheld for tax charges during the three months ended March 31, 2022. Share Options Pursuant to the Equity Incentive Plan 2019, the Company may grant share options to its directors, certain employees and service providers working for the benefit of the Company at the time. The exercise price per share option is set by the Company at the fair market value of the underlying common shares on the date of grant, as determined by the Company, which is generally the closing share price of the Company’s common shares traded on the NYSE. The awards generally vest 25% on the first anniversary of the date of grant, and thereafter evenly on a monthly basis over the subsequent three years. The contractual term of each share option award granted is ten years. Under the grant, the options may be settled only in common shares of the Company. Therefore, the grants of share options under the Equity Incentive Plan 2019 have been accounted for as equity-settled under IFRS 2. As such, the Company records a charge for the vested portion of award grants and for partially earned but non-vested portions of award grants. This results in a front-loaded charge to the Company’s unaudited condensed consolidated interim statement of operations and a corresponding increase to Other Reserves within equity on the unaudited condensed consolidated interim balance sheet. The expense recognized for services received during the three months ended March 31, 2023 and 2022 was KUSD 4,781 and KUSD 10,515, respectively. The following table summarizes the share option awards outstanding as of March 31, 2023: Average strike price per share in USD Number of awards Weighted average remaining life December 31, 2022 18.30 10,755,494 8.46 Granted 2.50 2,830,741 9.97 Forfeited 19.59 (467,579) N/A March 31, 2023 14.19 13,118,656 8.58 Awards outstanding as of March 31, 2023 and December 31, 2022, expire through 2033 and 2032, respectively. The options granted during 2023 include the Company’s annual equity award discussed above. The grant-date fair value of the options relating to the annual equity awards was USD 1.41 per share. As of March 31, 2023, 4,438,080 awards are vested and exercisable out of the total outstanding awards of 13,118,656 common shares. The weighted average strike price and weighted average remaining life for vested and exercisable awards is USD 24.74 and 7.25 years, respectively. The fair values of the options granted were determined on the date of the grant using the Black-Scholes option-pricing model. The Company used an independent valuation firm to assist in calculating the fair value of the award grants per participant. The fair values of the options granted during the three months ended March 31, 2023 and 2022 were determined on the date of the grant using the following assumptions: Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Share price, in USD 1.99 - 5.45 14.00 - 19.69 Strike price, in USD 1.99 - 5.45 14.00 - 19.69 Expected volatility, in % 75% to 80% 70% Award life, in years 6.08 6.08 Expected dividends — — Risk-free interest rate, in % 3.39% - 4.13% 1.46% - 1.73% The expected volatility was based on the Company’s historical volatility and selected volatility determined by median values observed among other comparable public companies. The award life is based on the time interval between the date of grant and the date during the ten-year life after which, when making the grant, the Company expected on average that participants would exercise their options. RSUs Pursuant to the Equity Incentive Plan 2019, the Company may grant RSUs to its directors, certain employees and service providers working for the benefit of the Company at the time. The awards generally vest annually over a period of three years commencing on the first anniversary of the date of grant. The RSUs may be settled only in common shares of the Company. Therefore, the grants of RSUs under the Equity Incentive Plan 2019 have been accounted for as equity-settled under IFRS 2. As such, the Company records a charge for the vested portion of award grants and for partially earned but non-vested portions of award grants. This results in a front-loaded charge to the Company’s unaudited condensed consolidated interim statement of operations and a corresponding increase to Other Reserves within equity on the unaudited condensed consolidated interim balance sheet. The expense recognized for services received during the three months ended March 31, 2023 and 2022 was KUSD 3,196 and KUSD 3,395, respectively. Number of awards Weighted average grant date fair value December 31, 2022 1,585,877 13.26 Granted 839,680 2.11 Vested (254,891) 19.52 Forfeited (60,444) 12.22 March 31, 2023 2,110,222 8.10 The RSUs granted during 2023 include the annual equity award discussed above which had a grant date fair value of USD 1.99. Share-based Compensation Reserves The movement in the Share-based Compensation Reserves (included in Other reserves within equity) is as follows: Three months ended (in KUSD) March 31, 2023 March 31, 2022 Equity Incentive Plan 2019 - Share Options 4,781 10,515 Equity Incentive Plan 2019 - RSUs 3,196 3,395 ESPP Expense 97 — Tax and social charge deductions - Incentive Plan 2019 — (512) Total 8,074 13,398 |
Related parties
Related parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party [Abstract] | |
Related parties | Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. The Company has identified the following related parties and related transactions. A.T. Holdings II Sàrl (“AT Holdings II”) is a shareholder in the Company. AT Holdings II is in turn ultimately wholly owned by Auven Therapeutics Holdings, L.P. (“ATH”), a limited partnership registered in the British Virgin Islands. ATH’s General Partner is Auven Therapeutics General L.P., which itself is a limited partnership whose General Partner is Auven Therapeutics GP Ltd. The manager of ATH is Auven Therapeutics Management L.L.L.P. (“ATM”). As a result, ATH is considered a related party. Based on the Company’s contribution and equity interest in Overland ADCT BioPharma, certain of the Company’s employees serve on its board of directors. As a result, Overland ADCT BioPharma is considered a related party. Services provided by the Company to related parties The Company provides certain administrative services to three subsidiaries of ATH and provides Overland ADCT BioPharma clinical supply for use in trials and supply for early access programs, the amounts of which have been deemed immaterial. As contemplated by the license agreement with Overland ADCT BioPharma, Overland ADCT BioPharma has elected to participate in certain of the Company’s global clinical trials, in exchange for which it reimburses the Company for a portion of the cost of those trials. Overland ADCT BioPharma also reimburses the Company for certain expenses in connection with technology transfer and assistance of clinical personnel. During the three months ended March 31, 2023, the Company incurred KUSD 1,066 of clinical trial and service costs to be reimbursed by Overland ADCT BioPharma, which is recorded as a reduction of R&D expenses in the Company’s unaudited condensed consolidated interim statement of operations (three months ended March 31, 2022: KUSD 320). Related party balances The Company had a related party receivable balance with Overland ADCT BioPharma of KUSD 1,066 and KUSD 805 as of March 31, 2023 and December 31, 2022, respectively. There was KUSD 20 in trade accounts payable with related parties as of December 31, 2022. There were no trade accounts payable with related parties as of March 31, 2023. Key management compensation The compensation of key management is shown below: Three months ended March 31, (in KUSD) 2023 2022 Salaries and other short-term employee costs 3,631 2,144 Pension costs 195 133 Share-based compensation expense 3,644 5,574 Other compensation 38 10 Total 7,508 7,861 |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings per share [abstract] | |
Loss per share | Loss per share Three Months Ended March 31, (in KUSD, except per share amounts) 2023 2022 Loss attributable to owners (59,426) (16,661) Weighted average number of shares outstanding 80,805,770 76,821,726 Basic and diluted loss per share (0.74) (0.22) For the three months ended March 31, 2023 , basic and diluted loss per share are calculated on the weighted average number of shares issued and outstanding and exclude shares to be issued under the Equity Incentive Plan 2019, 2022 ESPP and the Company’s warrant agreements, as the effect of including those shares would be anti-dilutive. For the three months ended March 31, 2022, basic and diluted loss per share are calculated on the weighted average number of shares issued and outstanding and exclude shares to be issued under the 2019 Equity Incentive Plan and the conversion of the principal amount of the convertible loans into the Company’s common shares as the effect of including those shares would be anti-dilutive. See note 16, “Share-based compensation expense,” note 13, “Senior secured term loan facility and warrants,” note 15, “Deerfield warrants” and note 14, “Convertible loans” for further information. Potentially dilutive securities that were not included in the diluted per share calculations because the effect of including them would be anti-dilutive were as follows: Three Months Ended March 31, 2023 2022 Equity Incentive Plan 2019 - Share Options 13,118,656 7,179,859 Equity Incentive Plan 2019 - RSUs 2,110,222 793,791 Conversion of the principal amount of convertible loans into the Company’s common shares — 4,412,840 Outstanding warrants 4,940,135 — 20,169,013 12,386,490 |
Events after the reporting date
Events after the reporting date | 3 Months Ended |
Mar. 31, 2023 | |
Events After Reporting Period [Abstract] | |
Events after the reporting date | Events after the reporting date The Company has evaluated its subsequent events through May 9, 2023, the date the financial statements were available to be issued, and has concluded that there are no subsequent events requiring disclosure in the unaudited condensed consolidated interim financial statements, other than the item described below. On March 6, 2023, the Company commenced a tender offer with employees to exchange some or all of their eligible stock options based on a pre-determined exchange ratio for new options as detailed in our Schedule TO filed March 6, 2023 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market conditions. The Exchange Offer expired on April 3, 2023 and new options were granted on April 4, 2023. Employees holding stock options to purchase 2.2 million common shares, with exercise prices ranging from USD 8.12 per share to USD 48.77 per share, participated in the Exchange Offer, and 0.9 million new options were granted based on the exchange ratios set forth in the Exchange Offer. The new options have an exercise price of USD 2.06 per share, which is equal to the closing price of the Company’s common shares as reported on the NYSE on April 4, 2023. The new options include additional vesting conditions. Under IFRS 2, the incremental compensation expense of a modified award is measured as the excess of the fair value of each award of new options granted to participants in this Exchange Offer, measured as of the date the new options are granted, over the fair value of the eligible options replaced in exchange for the new options, measured immediately prior to the replacement. The Company utilized a binomial valuation model and determined there was no incremental share-based compensation expense associated with the new options granted under this Exchange Offer. The Company will continue to recognize share-based compensation expense equal to the grant date fair value of the exchanged options. |
Deferred royalty obligation
Deferred royalty obligation | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Royalty Obligation [Abstract] | |
Deferred royalty obligation | Deferred royalty obligation On August 25, 2021, the Company entered into a royalty purchase agreement with HCR for up to USD 325.0 million of which the Company received gross proceeds of USD 225.0 million during 2021 and is eligible to receive an additional USD 75.0 million upon the first commercial sale of ZYNLONTA in the United Kingdom or any European Union country. The table below provides a rollforward of the Company’s debt obligation relating to the royalty purchase agreement. (in KUSD) January 1, 2022 225,477 Less: royalty payments 10,998 Plus: interest expense 23,200 Less: cumulative catch-up adjustment, Financial income 15,402 December 31, 2022 222,277 Less: royalty payments 4,885 Plus: interest expense 5,746 Less: cumulative catch-up adjustment, Financial income 129 March 31, 2023 223,009 The Company recorded a liability relating to the initial gross proceeds received less transaction costs. The Company will record additional liabilities upon the receipt of eligible amounts when such contingent events occur. To determine the accretion of the liability related to the deferred royalty obligation, the Company is required to estimate the total amount of future royalty payments and estimated timing of such payment to HCR based on the Company's revenue projections. Based on the Company's initial revenue projections, the Company used an independent valuation firm to assist in determining the total amount of future royalty payments and estimated timing of such payment to HCR using an option pricing Monte Carlo simulation model. The amount ultimately received by the Company will be accreted to the total amount of the royalty payments necessary to extinguish the Company’s obligation under the agreement, which will be recorded as interest expense over the life of the royalty purchase agreement. The estimate of this total interest expense resulted in an EIR of 10%. As royalty payments are made to HCR, the balance of the debt obligation will be effectively repaid over the life of the royalty purchase agreement. Based on the Company's periodic review, the exact amount and timing of repayment is likely to be different each reporting period as compared to those estimated based on the Company's initial revenue projections. A significant increase or decrease in actual net sales of ZYNLONTA compared to the Company’s revenue projections, and regulatory approval and commercialization of Cami, as well as ZYNLONTA in other indications as well as licensing revenue could change the royalty rate and royalty cap due to HCR, which could materially impact the debt obligation as well as interest expense associated with the royalty purchase agreement. Also, the Company’s total obligation to HCR can vary depending on the achievement of the sales milestones as well as the timing of a change in control event. The Company will periodically assess the expected payments to HCR based on its underlying revenue projections and to the extent the amount or timing of such payments is materially different than its initial estimates it will record a cumulative catch-up adjustment. Under the cumulative catch-up method, the EIR is not revised when actual or estimated net sales differ from those estimated as of the inception of the debt obligation. Instead, the carrying amount of the debt obligation is adjusted to an amount equal to the present value of the estimated remaining future payments, discounted by using the original EIR, 10%, as of the date on which the estimate changes. |
Schedule of borrowings | The following table summarizes the interest expense recorded on the convertible loan for the three months ended March 31, 2022: Three months ended March 31, (in KUSD) 2022 Deerfield First Tranche 2,219 Deerfield Second Tranche 803 Total 3,022 The table below provides a rollforward of the Company’s debt obligation relating to the royalty purchase agreement. (in KUSD) January 1, 2022 225,477 Less: royalty payments 10,998 Plus: interest expense 23,200 Less: cumulative catch-up adjustment, Financial income 15,402 December 31, 2022 222,277 Less: royalty payments 4,885 Plus: interest expense 5,746 Less: cumulative catch-up adjustment, Financial income 129 March 31, 2023 223,009 |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies, Changes in Accounting Estimates And Errors [Abstract] | |
Statement of Compliance | Statement of Compliance These unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2023 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) and should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022. |
Functional and reporting currency | Functional and reporting currency These unaudited condensed consolidated interim financial statements are presented in United States Dollars (“USD” or “$”), which is the Company’s functional currency and the Group’s reporting currency. |
Use of estimates and judgements | Use of estimates and judgements The preparation of the unaudited condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Estimates are based on management’s knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty included those that applied to the consolidated financial statements for the year ended December 31, 2022. There have been no material changes to the use of estimates and judgements other than those described in note 3, "Significant accounting policies." |
Revenue Recognition | Revenue Recognition Product Revenue The Company generates revenue from sales of ZYNLONTA in the U.S. for the treatment of relapsed or refractory DLBCL, which was approved by the FDA on April 23, 2021 and launched shortly thereafter. Revenue is recognized when control is transferred to the customer at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts. On November 15, 2021, the Infrastructure Investment and Jobs Act was enacted, which added a requirement for manufacturers of certain single-source drugs (including biologics and biosimilars) separately paid for under Medicare Part B for at least 18 months and marketed in single-dose containers or packages (known as refundable single-dose container or single-use package drugs) to provide annual refunds if those portions of the dispensed drug that are unused and discarded exceed an applicable percentage defined by statute or regulation. The Centers for Medicare & Medicaid Services (the “CMS”) finalized regulations to implement this section on November 18, 2022, and the provision went into effect on January 1, 2023. The Company has accounted for this annual refund (“discarded drug rebate”) as a GTN sales adjustment beginning in the first quarter of 2023. The discarded drug rebate will involve significant estimates and judgment after considering factors including legal interpretations of applicable laws and regulations, historical experience with discarded volumes and processing time lags. The Company will use information from external sources to identify the Company’s discarded volumes and estimate the discarded drug rebate. The Company’s estimates are subject to inherent limitations of estimates that rely on third-party information and reflect other limitations including lags between the date as of which third-party information is generated and the date on which the Company receives third-party information. Estimates for the discarded drug rebate will be assessed each period and adjusted as required to revise information or actual experience. |
New and amended IFRS standards | New and amended IFRS standards There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2023, that are relevant to the Group. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant, are not listed here. |
Basis of preparation (Tables)
Basis of preparation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Corporate Information And Statement Of IFRS Compliance [Abstract] | |
Schedule of Foreign currency exchange rate | A subsidiary of the Company, ADCT UK, has a functional currency of the British Pound (“GBP”). The following exchange rates have been used for the translation of the financial statements of ADCT UK: Three Months Ended March 31, 2023 2022 USD / GBP Closing rate, GBP 1 1.23681 1.31336 Weighted average exchange rate, GBP 1 1.23708 1.34361 |
Product revenues, net (Tables)
Product revenues, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contracts With Customers [Abstract] | |
Disclosure Of Detailed Information About Sales Adjustments Explanatory | The table below provides a disaggregation of revenues by type of service and customer location for the three months ended March 31, 2023 and March 31, 2022. Three months ended March 31, (in KUSD) 2023 2022 Types of goods and services Product revenue, net 18,953 16,498 License revenues — 30,000 Royalties 39 — Total revenue 18,992 46,498 Customer Location U.S. 18,953 16,498 EMEA (1) 39 — Japan — 30,000 Total revenue 18,992 46,498 (1) Europe, the Middle East and Africa The table below provides a rollforward of the Company’s accruals related to the GTN sales adjustments for the three months ended March 31, 2023 and March 31, 2022. Three months ended March 31, (in KUSD) 2023 2022 Beginning balance 3,746 2,590 GTN sales adjustments for current period sales 5,616 3,491 GTN sales adjustments for prior period sales (648) (192) Credits, payments and reclassifications to Accounts payable (4,352) (1,763) Ending balance as of March 31, 4,362 4,126 |
Disclosure Of Detailed Information About Sales Adjustment Included In the Balance Sheets | The table below provides the classification of the accruals related to the GTN sales adjustment included in the Company’s unaudited condensed consolidated interim balance sheet as of March 31, 2023 and December 31, 2022. (in KUSD) As of March 31, 2023 As of December 31, 2022 Accounts receivable, net 1,688 2,151 Other current liabilities 2,674 1,595 4,362 3,746 |
Operating expense (Tables)
Operating expense (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Analysis of income and expense [abstract] | |
Disclosure Of Detailed Information About Expenses By Nature Explanatory | The following table provides the unaudited condensed consolidated interim statement of operations classification of the Company's total operating expense: (in KUSD) Three months ended March 31, 2023 2022 Cost of product sales 590 529 R&D External costs (1) 21,654 29,168 Employee expenses (2) 17,826 19,784 R&D expense 39,480 48,952 S&M External costs (3) 7,360 8,911 Employee expenses (2) 7,991 9,459 S&M expense 15,351 18,370 G&A External costs (1) 4,538 7,639 Employee expenses (2) 10,605 11,372 G&A expense 15,143 19,011 Total operating expense 70,564 86,862 (1) Includes depreciation expense (2) Includes share-based compensation expense |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory [Abstract] | |
Disclosure Of Inventory Information Explanatory | Inventory as of March 31, 2023 and December 31, 2022 consisted of the following: (in KUSD) As of March 31, 2023 As of December 31, 2022 Work in process 17,961 18,165 Finished goods 289 399 Total inventory 18,250 18,564 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets [Abstract] | |
Disclosure of reconciliation of changes in intangible assets and goodwill [text block] | below provides a rollforward of the Company’s intangible assets as of March 31, 2023 and 2022. (in KUSD) Indefinite lived Definite lived Cost Licenses Internal development costs Internal development costs Licenses Software Total January 1, 2023 13,680 — 954 1,052 278 15,964 Additions — — — — 20 20 Exchange differences — — — — 3 3 March 31, 2023 13,680 — 954 1,052 301 15,987 Accumulated Amortization January 1, 2023 (1,295) — — (125) (184) (1,604) Amortization charge — — (19) (19) (14) (52) Impairment charge (743) — — — — (743) Exchange differences — — — (2) (2) March 31, 2023 (2,038) — (19) (144) (200) (2,401) Net book amount as of March 31, 2023 11,642 — 935 908 101 13,586 Cost January 1, 2022 12,985 631 — 1,052 176 14,844 Additions 195 82 — — 19 296 Exchange differences — — — — (1) (1) March 31, 2022 13,180 713 — 1,052 194 15,139 Accumulated Amortization January 1, 2022 (1,069) — — (50) (143) (1,262) Amortization charge — — — (19) (7) (26) March 31, 2022 (1,069) — — (69) (150) (1,288) Net book amount as of March 31, 2022 12,111 713 — 983 44 13,851 |
Non-operating income (Tables)
Non-operating income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Analysis of income and expense [abstract] | |
Schedule of Other income (expense) | Three months ended March 31, (in KUSD) Note 2023 2022 Convertible loans, derivatives, change in fair value income 14 — 15,855 Deerfield warrant obligation, change in fair value income 15 616 — Senior secured term loan facility, warrants, change in fair value income 13 656 — Share of results with joint venture 11 (1,363) (2,502) Exchange differences (loss) gain (52) 81 R&D tax credit 140 8 Non-operating (expense) income (3) 13,442 |
Interest in joint venture (Tabl
Interest in joint venture (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Interests In Other Entities [Abstract] | |
Schedule of movement in interest in joint venture | The table below provides a rollforward of the Company’s interest in Overland ADCT BioPharma as of March 31, 2023 and 2022, respectively. (in KUSD) Interest in joint venture January 1, 2023 31,152 Share of comprehensive loss in joint venture (1,619) March 31, 2023 29,533 January 1, 2022 41,236 Share of comprehensive loss in joint venture (2,502) March 31, 2022 38,734 |
Summary of financial information in join venture | The tables below provide summarized financial information for Overland ADCT BioPharma that is material to the Company. The following information reflects the amounts presented in the financial statements of Overland ADCT BioPharma and not the Company’s share of those amounts. (in KUSD) As of Summarized Balance Sheet March 31, 2023 December 31, 2022 Cash and cash equivalents 14,977 19,261 Prepaid and other current assets 79 2 Intangible assets 48,039 49,249 Total liabilities (2,408) (3,062) Net assets 60,687 65,450 Summarized Statement of Comprehensive Loss Three months ended March 31, 2023 2022 Operating expenses 3,653 4,791 Other expense (income) 274 (42) Net loss 3,927 4,749 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of quantitative information about right-of-use assets | (in KUSD) Right-of-Use Assets Properties (Offices) Vehicles Total Cost January 1, 2023 9,311 134 9,445 Additions 4,818 — 4,818 Exchange difference 104 — 104 March 31, 2023 14,233 134 14,367 Accumulated depreciation January 1, 2023 (2,642) (83) (2,725) Depreciation charge (385) (8) (393) Exchange difference (25) — (25) March 31, 2023 (3,052) (91) (3,143) Net book amount as of March 31, 2023 11,181 43 11,224 Cost January 1, 2022 9,005 134 9,139 Exchange difference (145) — (145) March 31, 2022 8,860 134 8,994 Accumulated depreciation January 1, 2022 (1,925) (50) (1,975) Depreciation charge (299) (8) (307) Exchange difference 14 — 14 March 31, 2022 (2,210) (58) (2,268) Net book amount as of March 31, 2022 6,650 76 6,726 On January 30, 2023, the Company expanded the square footage of its existing lease related to its U.K. office. The lease commenced on January 30, 2023 and expires on January 27, 2031, and includes an option to terminate early on January 26, 2026. The Company is reasonably certain it will not terminate the lease early and therefore will account for the lease using an eight-year lease term. Total rent payments including service charges through January 27, 2031 are USD 7.6 million. |
Schedule of quantitative information about lease liabilities | (in KUSD) Lease liabilities Properties (Offices) Vehicles Total January 1, 2023 7,607 54 7,661 Additions 4,818 — 4,818 Cash outflow (including interest) (313) (9) (322) Interest 126 — 126 Exchange difference 109 10 119 March 31, 2023 12,347 55 12,402 January 1, 2022 7,898 125 8,023 Cash outflow (including interest) (301) (9) (310) Interest 51 1 52 Exchange difference (134) (36) (170) March 31, 2022 7,514 81 7,595 March 31, 2023 Lease liabilities (short-term) 1,411 36 1,447 Lease liabilities (long-term) 10,936 19 10,955 Total lease liabilities 12,347 55 12,402 March 31, 2022 Lease liabilities (short-term) 946 35 981 Lease liabilities (long-term) 6,568 46 6,614 Total lease liabilities 7,514 81 7,595 |
Senior secured term loan faci_2
Senior secured term loan facility and warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Financial Instruments [Abstract] | |
Schedule of key inputs used for valuation | The Company used an independent valuation firm to assist in calculating the fair value of the warrant obligations, using the Black-Scholes option-pricing model. Key inputs for the valuation of the warrant obligations as of March 31, 2023 were as follows: As of As of March 31, 2023 December 31, 2022 Exercise price in USD 8.30 8.30 Share price in USD 1.95 3.84 Risk-free interest rate 3.7 % 4.0 % Expected volatility 80 % 80 % Expected term (months) 52.5 months 55.5 months Dividend yield — — Black-Scholes value in USD 0.64 1.89 Deerfield First Tranche As of March 31, 2022 Exercise price at 130% of the IPO price of 19.00, in USD 24.70 Forced conversion price, in USD 67.93 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % Deerfield Second Tranche As of March 31, 2022 Exercise price in USD 28.07 Forced conversion price, in USD 77.19 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % |
Convertible loans (Tables)
Convertible loans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Financial Instruments [Abstract] | |
Schedule of Derivative Option and Convertible Loan | The following table summarizes the changes in fair value income of the embedded conversion option derivatives during the three months ended March 31, 2022: Three months ended March 31, (in KUSD) 2022 Deerfield First Tranche 9,518 Deerfield Second Tranche - after FDA approval 6,337 Total 15,855 |
Schedule of key inputs used for valuation | The Company used an independent valuation firm to assist in calculating the fair value of the warrant obligations, using the Black-Scholes option-pricing model. Key inputs for the valuation of the warrant obligations as of March 31, 2023 were as follows: As of As of March 31, 2023 December 31, 2022 Exercise price in USD 8.30 8.30 Share price in USD 1.95 3.84 Risk-free interest rate 3.7 % 4.0 % Expected volatility 80 % 80 % Expected term (months) 52.5 months 55.5 months Dividend yield — — Black-Scholes value in USD 0.64 1.89 Deerfield First Tranche As of March 31, 2022 Exercise price at 130% of the IPO price of 19.00, in USD 24.70 Forced conversion price, in USD 67.93 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % Deerfield Second Tranche As of March 31, 2022 Exercise price in USD 28.07 Forced conversion price, in USD 77.19 Share price in USD 14.69 Risk-free interest rate 2.4 % Expected volatility 76 % Expected term (months) 37.0 months Dividend yield — Recovery rate 5 % Implied bond yield 10.3 % |
Schedule of borrowings | The following table summarizes the interest expense recorded on the convertible loan for the three months ended March 31, 2022: Three months ended March 31, (in KUSD) 2022 Deerfield First Tranche 2,219 Deerfield Second Tranche 803 Total 3,022 The table below provides a rollforward of the Company’s debt obligation relating to the royalty purchase agreement. (in KUSD) January 1, 2022 225,477 Less: royalty payments 10,998 Plus: interest expense 23,200 Less: cumulative catch-up adjustment, Financial income 15,402 December 31, 2022 222,277 Less: royalty payments 4,885 Plus: interest expense 5,746 Less: cumulative catch-up adjustment, Financial income 129 March 31, 2023 223,009 |
Deerfield Warrants (Tables)
Deerfield Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Schedule of valuation inputs | Key inputs for the valuation of the warrant obligation as of March 31, 2023 were as follows: As of As of March 31, 2023 December 31, 2022 Exercise price in USD 24.70 and 28.07 24.70 and 28.07 Share price in USD 1.95 3.84 Risk-free interest rate 4.0 % 4.3 % Expected volatility 80 % 70 % Expected term (months) 25.7 months 28.7 months Dividend yield — — Black-Scholes value in USD 0.04 and 0.03 0.20 and 0.16 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangements [Abstract] | |
Schedule of Shares Outstanding | The following table summarizes the share option awards outstanding as of March 31, 2023: Average strike price per share in USD Number of awards Weighted average remaining life December 31, 2022 18.30 10,755,494 8.46 Granted 2.50 2,830,741 9.97 Forfeited 19.59 (467,579) N/A March 31, 2023 14.19 13,118,656 8.58 |
Schedule of Fair Value Assumption For Options Granted | The fair values of the options granted during the three months ended March 31, 2023 and 2022 were determined on the date of the grant using the following assumptions: Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Share price, in USD 1.99 - 5.45 14.00 - 19.69 Strike price, in USD 1.99 - 5.45 14.00 - 19.69 Expected volatility, in % 75% to 80% 70% Award life, in years 6.08 6.08 Expected dividends — — Risk-free interest rate, in % 3.39% - 4.13% 1.46% - 1.73% |
Schedule of Other Equity Instruments Outstanding | Number of awards Weighted average grant date fair value December 31, 2022 1,585,877 13.26 Granted 839,680 2.11 Vested (254,891) 19.52 Forfeited (60,444) 12.22 March 31, 2023 2,110,222 8.10 |
Schedule of Share-based Compensation Reserve | The movement in the Share-based Compensation Reserves (included in Other reserves within equity) is as follows: Three months ended (in KUSD) March 31, 2023 March 31, 2022 Equity Incentive Plan 2019 - Share Options 4,781 10,515 Equity Incentive Plan 2019 - RSUs 3,196 3,395 ESPP Expense 97 — Tax and social charge deductions - Incentive Plan 2019 — (512) Total 8,074 13,398 |
Related parties (Tables)
Related parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party [Abstract] | |
Key Management Compensation | The compensation of key management is shown below: Three months ended March 31, (in KUSD) 2023 2022 Salaries and other short-term employee costs 3,631 2,144 Pension costs 195 133 Share-based compensation expense 3,644 5,574 Other compensation 38 10 Total 7,508 7,861 |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings per share [abstract] | |
Schedule of loss per share and potentially dilutive securities | Three Months Ended March 31, (in KUSD, except per share amounts) 2023 2022 Loss attributable to owners (59,426) (16,661) Weighted average number of shares outstanding 80,805,770 76,821,726 Basic and diluted loss per share (0.74) (0.22) For the three months ended March 31, 2023 , basic and diluted loss per share are calculated on the weighted average number of shares issued and outstanding and exclude shares to be issued under the Equity Incentive Plan 2019, 2022 ESPP and the Company’s warrant agreements, as the effect of including those shares would be anti-dilutive. For the three months ended March 31, 2022, basic and diluted loss per share are calculated on the weighted average number of shares issued and outstanding and exclude shares to be issued under the 2019 Equity Incentive Plan and the conversion of the principal amount of the convertible loans into the Company’s common shares as the effect of including those shares would be anti-dilutive. See note 16, “Share-based compensation expense,” note 13, “Senior secured term loan facility and warrants,” note 15, “Deerfield warrants” and note 14, “Convertible loans” for further information. Potentially dilutive securities that were not included in the diluted per share calculations because the effect of including them would be anti-dilutive were as follows: Three Months Ended March 31, 2023 2022 Equity Incentive Plan 2019 - Share Options 13,118,656 7,179,859 Equity Incentive Plan 2019 - RSUs 2,110,222 793,791 Conversion of the principal amount of convertible loans into the Company’s common shares — 4,412,840 Outstanding warrants 4,940,135 — 20,169,013 12,386,490 |
Corporate information (Details)
Corporate information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Aug. 15, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) subsidiary | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 24, 2020 USD ($) | |
Disclosure of detailed information about borrowings [line items] | ||||||
Number of subsidiaries | subsidiary | 3 | |||||
Cash and cash equivalents, minimum quarterly balance | $ 60,000 | |||||
Cash and cash equivalents | 310,547 | $ 326,441 | $ 430,874 | $ 466,544 | ||
Exchange Of Convertible Notes For Warrants | $ 115,000 | |||||
Convertible Notes, Value Converted | $ 117,300 | |||||
Purchasers | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Number of shares issued | shares | 733,568 | |||||
Sale Of Stock, Price Per Share | $ / shares | $ 8.52 | |||||
Proceeds from equity issuance, net of transaction costs | $ 6,100 | |||||
Warrants, Tranche One | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Convertible Notes, Shares Converted | shares | 4,412,840 | |||||
Warrants, Tranche Two | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Convertible Notes, Shares Converted | shares | 2,390,297 | |||||
Warrants, Tranche One, Price One | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Convertible Notes, Shares Converted | shares | 2,631,578 | |||||
Warrants, Shares Converted, Exercise Price | $ / shares | $ 24.70 | |||||
Warrants, Tranche One, Price Two | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Convertible Notes, Shares Converted | shares | 1,781,262 | |||||
Warrants, Shares Converted, Exercise Price | $ / shares | $ 28.07 | |||||
Facility Agreement with Deerfield Partners, L.P. | ||||||
Disclosure of detailed information about borrowings [line items] | ||||||
Borrowings, maximum borrowing capacity | $ 115,000 | |||||
Borrowings | $ 120,000 |
Basis of preparation - Schedule
Basis of preparation - Schedule of Foreign currency exchange rate (Details) - $ / £ | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Corporate Information And Statement Of IFRS Compliance [Abstract] | ||
Closing foreign exchange rate | 1.23681 | 1.31336 |
Average foreign exchange rate | 1.23708 | 1.34361 |
Significant accounting polici_3
Significant accounting policies (Details) | Aug. 15, 2022 shares |
Warrants, Tranche One | |
Disclosure of classes of share capital [line items] | |
Convertible Notes, Shares Converted | 4,412,840 |
Warrants, Tranche One, Price One | |
Disclosure of classes of share capital [line items] | |
Convertible Notes, Shares Converted | 2,631,578 |
Warrants, Tranche One, Price Two | |
Disclosure of classes of share capital [line items] | |
Convertible Notes, Shares Converted | 1,781,262 |
Financial risk management (Deta
Financial risk management (Details) - Interest rate risk - Senior Secured Term Loan Facility $ in Thousands | Mar. 31, 2023 USD ($) |
Disclosure of detailed information about financial instruments [line items] | |
Sensitivity analysis for types of interest rate risk, reasonably possible change in risk variable, increase on derivative values | $ 676 |
Sensitivity analysis for types of interest rate risk, reasonably possible change in risk variable, decrease on derivative values | $ 676 |
Product revenues, net - Schedul
Product revenues, net - Schedule Of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total revenue | $ 18,992 | $ 46,498 |
UNITED STATES | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total revenue | 18,953 | 16,498 |
EMEA | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total revenue | 39 | 0 |
JAPAN | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total revenue | 0 | 30,000 |
Product revenues, net | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total revenue | 18,953 | 16,498 |
License revenues and royalties | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total revenue | 0 | 30,000 |
Royalty Revenue | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Total revenue | $ 39 | $ 0 |
Product revenues, net (Details)
Product revenues, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue From Contracts With Customers [Abstract] | ||||
Sales adjustment, beginning balance | $ 4,362 | $ 4,126 | $ 3,746 | $ 2,590 |
GTN Sales Adjustment, Provision | 5,616 | 3,491 | ||
GTN Sales Adjustment, Provision, Prior Period Sales | (648) | (192) | ||
GTN Sales Adjustment, Credits And Payments | (4,352) | (1,763) | ||
Sales adjustment, ending balance | 4,362 | $ 4,126 | ||
Accounts receivable, net | 1,688 | 2,151 | ||
Other current liabilities | $ 2,674 | $ 1,595 |
Product revenues, net - Narrati
Product revenues, net - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jan. 18, 2022 | Jul. 31, 2022 | Jan. 31, 2022 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
License Agreement, Milestone Payments | $ 205 | ||
Proceeds From License Agreement | $ 30 | ||
License Agreement | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
License Agreement, Milestone Payments | $ 382.5 | ||
Proceeds From License Agreement | $ 55 | ||
Application Approval | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
License Agreement, Milestone Payments | $ 50 |
Segment information (Details)
Segment information (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Operating Segments [Abstract] | |
Number of business segments | 1 |
Operating expense - Schedule of
Operating expense - Schedule of Expenses by Nature (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure Of Detailed Information About Expenses By Nature [Line Items] | ||
Cost of product sales | $ 590 | $ 529 |
Research and development expense | 39,480 | 48,952 |
Sales and marketing expense | 15,351 | 18,370 |
General and administrative expense | 15,143 | 19,011 |
Operating expense | 70,564 | 86,862 |
External costs | ||
Disclosure Of Detailed Information About Expenses By Nature [Line Items] | ||
Research and development expense | 21,654 | 29,168 |
Sales and marketing expense | 7,360 | 8,911 |
General and administrative expense | 4,538 | 7,639 |
Employee expense | ||
Disclosure Of Detailed Information About Expenses By Nature [Line Items] | ||
Research and development expense | 17,826 | 19,784 |
Sales and marketing expense | 7,991 | 9,459 |
General and administrative expense | $ 10,605 | $ 11,372 |
Operating expense - Narrative (
Operating expense - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Disclosure Of Detailed Information About Expenses By Nature [Line Items] | |
Increase (Decrease) In Sales and Marketing Expense | $ 1.7 |
Increase (Decrease) In Share-Based Compensation | $ 1.3 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Cash and cash equivalents [abstract] | |
Cash and cash equivalents, minimum quarterly balance | $ 60 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory [Abstract] | ||
Current work in progress | $ 17,961 | $ 18,165 |
Current finished goods | 289 | 399 |
Inventories | $ 18,250 | $ 18,564 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure Of Detailed Information About Expenses By Nature [Line Items] | ||
Gain from reversal of inventory impairment charges | $ 0 | $ (361) |
Intangible assets - Rollforward
Intangible assets - Rollforward of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | $ 14,360 | |
Ending balance | 13,586 | $ 13,851 |
Impairment of intangible assets | 743 | 0 |
Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 15,964 | 14,844 |
Additions | 20 | 296 |
Exchange differences | 3 | (1) |
Ending balance | 15,987 | 15,139 |
Accumulated amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (1,604) | (1,262) |
Exchange differences | 2 | |
Amortisation, intangible assets other than goodwill | (52) | (26) |
Ending balance | (2,401) | (1,288) |
Impairment of intangible assets | (743) | |
Licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Ending balance | 11,642 | 12,111 |
Licenses | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 13,680 | 12,985 |
Additions | 0 | 195 |
Exchange differences | 0 | 0 |
Ending balance | 13,680 | 13,180 |
Licenses | Accumulated amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (1,295) | (1,069) |
Exchange differences | 0 | |
Amortisation, intangible assets other than goodwill | 0 | 0 |
Ending balance | (2,038) | (1,069) |
Impairment of intangible assets | (743) | |
Internal development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Ending balance | 0 | 713 |
Internal development costs | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 0 | 631 |
Additions | 0 | 82 |
Exchange differences | 0 | 0 |
Ending balance | 0 | 713 |
Internal development costs | Accumulated amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 0 | 0 |
Exchange differences | 0 | |
Amortisation, intangible assets other than goodwill | 0 | 0 |
Ending balance | 0 | 0 |
Impairment of intangible assets | 0 | |
Licenses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Ending balance | 908 | 983 |
Licenses | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 1,052 | 1,052 |
Additions | 0 | 0 |
Exchange differences | 0 | 0 |
Ending balance | 1,052 | 1,052 |
Licenses | Accumulated amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (125) | (50) |
Exchange differences | 0 | |
Amortisation, intangible assets other than goodwill | (19) | (19) |
Ending balance | (144) | (69) |
Impairment of intangible assets | 0 | |
Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Ending balance | 101 | 44 |
Software | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 278 | 176 |
Additions | 20 | 19 |
Exchange differences | 3 | (1) |
Ending balance | 301 | 194 |
Software | Accumulated amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (184) | (143) |
Exchange differences | 2 | |
Amortisation, intangible assets other than goodwill | (14) | (7) |
Ending balance | (200) | (150) |
Impairment of intangible assets | 0 | |
Internal development costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Ending balance | 935 | 0 |
Internal development costs | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 954 | 0 |
Additions | 0 | 0 |
Exchange differences | 0 | 0 |
Ending balance | 954 | 0 |
Internal development costs | Accumulated amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 0 | 0 |
Amortisation, intangible assets other than goodwill | (19) | 0 |
Ending balance | (19) | $ 0 |
Impairment of intangible assets | $ 0 |
Intangible assets - Narrative (
Intangible assets - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
License To Acquire An Antibody, ZYNLONTA | Milestone Payment | |
Disclosure of detailed information about intangible assets [line items] | |
Additions | $ 195 |
Non-operating income - Schedule
Non-operating income - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of attribution of expenses by nature to their function [line items] | ||
Convertible loans, derivatives, change in fair value income | $ 0 | $ 15,855 |
Share of results with joint venture | (1,363) | (2,502) |
Exchange differences (loss) gain | (52) | 81 |
R&D tax credit | 140 | 8 |
Non-operating (expense) income | (3) | 13,442 |
Facility Agreement with Deerfield Partners, L.P. | ||
Disclosure of attribution of expenses by nature to their function [line items] | ||
Deerfield warrant obligation, change in fair value income | 616 | 0 |
Senior Secured Term Loan Facility | ||
Disclosure of attribution of expenses by nature to their function [line items] | ||
Deerfield warrant obligation, change in fair value income | $ 656 | $ 0 |
Non-operating income - Narrativ
Non-operating income - Narrative (Details) - USD ($) $ in Millions | Aug. 15, 2022 | Mar. 31, 2023 | May 19, 2020 | Apr. 24, 2020 |
Warrants, Tranche One | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Convertible Notes, Shares Converted | 4,412,840 | |||
Facility Agreement With Deerfield Partners, L.P., Tranche One | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings | $ 65 | $ 65 | ||
Facility Agreement With Deerfield Partners, L.P., Tranche Two | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings | 50 | |||
Borrowings, maximum borrowing capacity | 50 | |||
Facility Agreement with Deerfield Partners, L.P. | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Borrowings | $ 120 | |||
Borrowings, maximum borrowing capacity | $ 115 |
Interest in joint venture - Nar
Interest in joint venture - Narrative (Details) $ in Millions | 3 Months Ended | |
Dec. 14, 2020 product | Mar. 31, 2023 USD ($) | |
Disclosure of joint ventures [line items] | ||
Deferred Gain On Investment In Joint Venture | $ | $ 23.5 | |
Overland ADCT BioPharma | ||
Disclosure of joint ventures [line items] | ||
Number of product candidates developed and commercialized in joint venture | 3 | |
Number of products developed and commercialized in joint venture | 1 |
Interest in joint venture - Sch
Interest in joint venture - Schedule of movement in interest in joint venture (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of joint ventures [line items] | ||
Beginning balance | $ 31,152 | |
Ending balance | 29,533 | |
Overland ADCT BioPharma | ||
Disclosure of joint ventures [line items] | ||
Beginning balance | 31,152 | $ 41,236 |
Share of comprehensive loss in joint venture | (1,619) | (2,502) |
Ending balance | $ 29,533 | $ 38,734 |
Interest in joint venture - Sum
Interest in joint venture - Summary of financial information in joint venture (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of joint ventures [line items] | ||||
Cash and cash equivalents | $ 310,547 | $ 430,874 | $ 326,441 | $ 466,544 |
Intangible assets | 13,586 | 13,851 | 14,360 | |
Total liabilities | (429,987) | (440,441) | ||
Operating expense | 70,564 | 86,862 | ||
Net loss | (59,426) | (16,661) | ||
Overland ADCT BioPharma | ||||
Disclosure of joint ventures [line items] | ||||
Cash and cash equivalents | 14,977 | 19,261 | ||
Prepaid and other current assets | 79 | 2 | ||
Intangible assets | 48,039 | 49,249 | ||
Total liabilities | (2,408) | (3,062) | ||
Net assets | 60,687 | $ 65,450 | ||
Operating expense | 3,653 | 4,791 | ||
Other expense (income) | 274 | (42) | ||
Net loss | $ 3,927 | $ 4,749 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||||
Lease liabilities | $ 7,600 | $ 12,402 | $ 7,661 | $ 7,595 | $ 8,023 |
Leases - Right-of-Use Assets an
Leases - Right-of-Use Assets and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, beginning balance | $ 6,720 | |
Depreciation charge | (393) | $ (307) |
Right-of-use asset, ending balance | 11,224 | 6,726 |
Cost | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, beginning balance | 9,445 | 9,139 |
Additions | 4,818 | |
Exchange difference | 104 | (145) |
Right-of-use asset, ending balance | 14,367 | 8,994 |
Accumulated amortization | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, beginning balance | (2,725) | (1,975) |
Exchange difference | (25) | 14 |
Depreciation charge | (393) | (307) |
Right-of-use asset, ending balance | (3,143) | (2,268) |
Properties (Offices) | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, ending balance | 11,181 | 6,650 |
Properties (Offices) | Cost | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, beginning balance | 9,311 | 9,005 |
Additions | 4,818 | |
Exchange difference | 104 | (145) |
Right-of-use asset, ending balance | 14,233 | 8,860 |
Properties (Offices) | Accumulated amortization | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, beginning balance | (2,642) | (1,925) |
Exchange difference | (25) | 14 |
Depreciation charge | (385) | (299) |
Right-of-use asset, ending balance | (3,052) | (2,210) |
Vehicles | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, ending balance | 43 | 76 |
Vehicles | Cost | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, beginning balance | 134 | 134 |
Additions | 0 | |
Exchange difference | 0 | 0 |
Right-of-use asset, ending balance | 134 | 134 |
Vehicles | Accumulated amortization | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right-of-use asset, beginning balance | (83) | (50) |
Exchange difference | 0 | 0 |
Depreciation charge | (8) | (8) |
Right-of-use asset, ending balance | $ (91) | $ (58) |
Leases - Right-of-Use Asset Dep
Leases - Right-of-Use Asset Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||
Depreciation, right-of-use assets | $ 393 | $ 307 |
R&D expense | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Depreciation, right-of-use assets | 331 | 245 |
G&A expense | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Depreciation, right-of-use assets | $ 62 | $ 62 |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disclosure Of Quantitative Information About Lease Liabilities [Line Items] | |||
Beginning balance | $ 7,661 | $ 8,023 | |
Additions | 4,818 | ||
Cash outflow (including interest) | (322) | (310) | |
Interest | 126 | 52 | |
Exchange difference | 119 | (170) | |
Ending balance | 12,402 | 7,595 | |
Lease liabilities, short-term | 1,447 | 981 | $ 1,097 |
Lease liabilities, long-term | 10,955 | 6,614 | $ 6,564 |
Properties (Offices) | |||
Disclosure Of Quantitative Information About Lease Liabilities [Line Items] | |||
Beginning balance | 7,607 | 7,898 | |
Additions | 4,818 | ||
Cash outflow (including interest) | (313) | (301) | |
Interest | 126 | 51 | |
Exchange difference | 109 | (134) | |
Ending balance | 12,347 | 7,514 | |
Lease liabilities, short-term | 1,411 | 946 | |
Lease liabilities, long-term | 10,936 | 6,568 | |
Vehicles | |||
Disclosure Of Quantitative Information About Lease Liabilities [Line Items] | |||
Beginning balance | 54 | 125 | |
Additions | 0 | ||
Cash outflow (including interest) | (9) | (9) | |
Interest | 0 | 1 | |
Exchange difference | 10 | (36) | |
Ending balance | 55 | 81 | |
Lease liabilities, short-term | 36 | 35 | |
Lease liabilities, long-term | $ 19 | $ 46 |
Senior secured term loan faci_3
Senior secured term loan facility and warrants - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Senior Secured Term Loan Facility | |||
Disclosure of detailed information about borrowings [line items] | |||
Deerfield warrant obligation, change in fair value income | $ 656 | $ 0 | |
Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Warrant Obligation, Fair Value | $ 339 | $ 995 |
Senior secured term loan faci_4
Senior secured term loan facility and warrants - Valuation of Derivative (Details) - Oak Tree And Owl Rock Warrant Obligations - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Written put options (in USD per share) | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 8.30 | 8.30 |
Share Price (in USD per share) | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 1.95 | 3.84 |
Risk Free, Interest Rate | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 0.037 | 0.040 |
Expected Volatility | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 0.80 | 0.80 |
Expected Term | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 52.5 | 55.5 |
Dividend yield | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 0 | 0 |
Black-Scholes Value | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 0.64 | 1.89 |
Convertible loans - Narrative (
Convertible loans - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Aug. 15, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | May 19, 2020 | Apr. 24, 2020 | |
Disclosure of detailed information about borrowings [line items] | |||||
Exchange Of Convertible Notes For Warrants | $ 115,000 | ||||
Convertible Notes, Value Converted | $ 117,300 | ||||
Loss on extinguishment | $ (42,100) | ||||
Warrants, Tranche One | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Convertible Notes, Shares Converted | 4,412,840 | ||||
Warrants, Tranche Two | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Convertible Notes, Shares Converted | 2,390,297 | ||||
Facility Agreement with Deerfield Partners, L.P. | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Borrowings | 120,000 | ||||
Borrowings, maximum borrowing capacity | $ 115,000 | ||||
Warrant Obligation, Fair Value | $ 12,297 | 177 | $ 793 | ||
Facility Agreement With Deerfield Partners, L.P., Tranche One | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Borrowings | $ 65,000 | 65,000 | |||
Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Borrowings | 50,000 | ||||
Borrowings, maximum borrowing capacity | $ 50,000 | ||||
Senior Secured Term Loans | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Borrowings | 110,500 | ||||
Interest expense on borrowings | $ 4,540 | ||||
Borrowings, interest rate | 1,644% |
Convertible loans - Valuation o
Convertible loans - Valuation of Derivative (Details) | 3 Months Ended | ||
May 19, 2020 $ / shares | Mar. 31, 2023 shares $ / shares period | Dec. 31, 2022 shares | |
Initial Public Offering | |||
Disclosure of detailed information about borrowings [line items] | |||
Offering price per share (in USD per share) | $ / shares | $ 19 | ||
Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Conversion percentage | 130% | ||
Written put options (in USD per share) | Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | shares | 8.30 | 8.30 | |
Written put options (in USD per share) | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | $ / shares | 24.70 | ||
Written put options (in USD per share) | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | $ / shares | 28.07 | ||
Forced Conversion Price (in USD per share) | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | $ / shares | 67.93 | ||
Forced Conversion Price (in USD per share) | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | $ / shares | 77.19 | ||
Share Price (in USD per share) | Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | shares | 1.95 | 3.84 | |
Share Price (in USD per share) | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | $ / shares | 14.69 | ||
Share Price (in USD per share) | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | $ / shares | 14.69 | ||
Risk Free, Interest Rate | Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | shares | 0.037 | 0.040 | |
Risk Free, Interest Rate | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.024 | ||
Risk Free, Interest Rate | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.024 | ||
Expected Volatility | Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | shares | 0.80 | 0.80 | |
Expected Volatility | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.76 | ||
Expected Volatility | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.76 | ||
Expected Term | Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | shares | 52.5 | 55.5 | |
Expected Term | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | period | 37 | ||
Expected Term | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | period | 37 | ||
Dividend yield | Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | shares | 0 | 0 | |
Dividend yield | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0 | ||
Dividend yield | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0 | ||
Recovery Rate [Member] | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.05 | ||
Recovery Rate [Member] | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.05 | ||
Implied Bond Yield [Member] | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche One | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.103 | ||
Implied Bond Yield [Member] | Derivatives | Facility Agreement With Deerfield Partners, L.P., Tranche Two | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | 0.103 | ||
Black-Scholes Value | Oak Tree And Owl Rock Warrant Obligations | |||
Disclosure of detailed information about borrowings [line items] | |||
Key inputs for valuations | shares | 0.64 | 1.89 |
Convertible loans - Interest Ex
Convertible loans - Interest Expense (Details) - Residual Loan $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Disclosure of detailed information about borrowings [line items] | |
Interest expense on borrowings | $ 3,022 |
Facility Agreement With Deerfield Partners, L.P., Tranche One | |
Disclosure of detailed information about borrowings [line items] | |
Interest expense on borrowings | 2,219 |
Facility Agreement With Deerfield Partners, L.P., Tranche Two | |
Disclosure of detailed information about borrowings [line items] | |
Interest expense on borrowings | $ 803 |
Convertible loans - Change in F
Convertible loans - Change in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of detailed information about borrowings [line items] | ||
Convertible loans, derivatives, change in fair value income | $ 0 | $ 15,855 |
Facility Agreement With Deerfield Partners, L.P., Tranche One | ||
Disclosure of detailed information about borrowings [line items] | ||
Convertible loans, derivatives, change in fair value income | 9,518 | |
Facility Agreement With Deerfield Partners, L.P., Tranche Two After FDA Approval | ||
Disclosure of detailed information about borrowings [line items] | ||
Convertible loans, derivatives, change in fair value income | $ 6,337 |
Deerfield Warrants - Narrative
Deerfield Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Aug. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Facility Agreement with Deerfield Partners, L.P. | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Deerfield warrant obligation, change in fair value income | $ 616 | $ 0 | ||
Warrant Obligation, Fair Value | $ 12,297 | $ 177 | $ 793 | |
Warrants, Tranche One | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Convertible Notes, Shares Converted | 4,412,840 | |||
Warrants, Tranche One, Price One | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Convertible Notes, Shares Converted | 2,631,578 | |||
Warrants, Shares Converted, Exercise Price | $ 24.70 | |||
Warrants, Tranche One, Price Two | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Convertible Notes, Shares Converted | 1,781,262 | |||
Warrants, Shares Converted, Exercise Price | $ 28.07 |
Deerfield Warrants - Schedule o
Deerfield Warrants - Schedule of Valuation Inputs (Details) - Deerfield Warrants | Mar. 31, 2023 period $ / shares shares | Dec. 31, 2022 shares $ / shares period |
Exercise Price | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 24.70 | 24.70 |
Exercise Price | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 28.07 | 28.07 |
Black-Scholes Value | Minimum | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | shares | 0.04 | 0.20 |
Black-Scholes Value | Maximum | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | shares | 0.03 | 0.16 |
Derivatives | Forced Conversion Price (in USD per share) | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 1.95 | 3.84 |
Derivatives | Share Price (in USD per share) | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 0.040 | 0.043 |
Derivatives | Risk Free, Interest Rate | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 0.80 | 0.70 |
Derivatives | Expected Volatility | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | 25.7 | 28.7 |
Derivatives | Expected Term | ||
Disclosure of detailed information about borrowings [line items] | ||
Key inputs for valuations | period | 0 | 0 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Aug. 15, 2022 | Mar. 31, 2023 | |
Disclosure of reserves within equity [line items] | ||
Loss on extinguishment | $ (42.1) | |
Warrants, Tranche Two | ||
Disclosure of reserves within equity [line items] | ||
Convertible Notes, Shares Converted | 2,390,297 | |
Purchasers | ||
Disclosure of reserves within equity [line items] | ||
Number of shares issued | 733,568 | |
Sale Of Stock, Price Per Share | $ 8.52 | |
Proceeds from equity issuance, net of transaction costs | $ 6.1 | |
Share Premium | ||
Disclosure of reserves within equity [line items] | ||
Issuance of shares, Deerfield exchange agreement, net of transaction costs | $ 19.6 |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 22, 2021 shares | Mar. 31, 2023 USD ($) shares $ / shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 shares | Nov. 30, 2019 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Expense recognized | $ | $ 8,074 | $ 13,398 | |||
Share-based compensation expense | $ | $ 8,074 | 13,398 | |||
Number of share options outstanding in share-based payment arrangement (in shares) | 13,118,656 | 10,755,494 | |||
Share Options | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Vesting period | 3 years | ||||
Share-based compensation expense | $ | $ 4,781 | $ 10,515 | |||
Contractual term | 10 years | ||||
Number of instruments granted in share-based payment arrangement | 2,026,341 | 7,977,000 | 13,910,000 | ||
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 1.41 | ||||
Awards vested and exercisable (in shares) | 4,438,080 | ||||
Weighted average strike price, vested and exercisable (in dollars per share) | $ / shares | $ 24.74 | ||||
Weighted average remaining life, vested and exercisable | 7 years 3 months | ||||
Share Options | Tranche One | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Vesting percentage | 25% | ||||
Share Options | Tranche Two | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Vesting percentage | 25% | ||||
Share Options | Tranche Three | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Vesting percentage | 25% | ||||
Share Options | Tranche Four | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Vesting percentage | 25% | ||||
Restricted Share Units (RSU) | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Vesting period | 3 years | ||||
Contractual term | 10 years | ||||
Shares vested (in shares) | 254,891 | ||||
Number of instruments granted in share-based payment arrangement | 538,175 | 3,196,000 | 3,395,000 | ||
Weighted average grant date fair value, granted (in USD per share) | $ / shares | $ 2.11 | ||||
2019 Equity Incentive Plan | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of shares reserved for issue under options and contracts for sale of shares | 857,016 | 17,741,355 | |||
Share-based compensation expense | $ | $ 153,079 | ||||
Annual Equity Award | Restricted Share Units (RSU) | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Weighted average grant date fair value, granted (in USD per share) | $ / shares | $ 1.99 |
Share-based compensation - Sche
Share-based compensation - Schedule of Number of Awards Outstanding and Weighted Average Strike Price (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | |
Share-based Payment Arrangements [Abstract] | ||
Average strike price in USD per share, At beginning of the year (in USD per share) | $ / shares | $ 18.30 | |
Fair value grant date (in USD per share) | $ / shares | 2.50 | |
Average strike price in USD per share, Forfeited (in USD per share) | $ / shares | 19.59 | |
Average strike price in USD per share, At end of the year (in USD per share) | $ / shares | $ 14.19 | $ 18.30 |
Number of awards, At beginning of the year (in shares) | shares | 10,755,494 | |
Number of awards, Granted (in shares) | shares | 2,830,741 | |
Number of awards, Forfeited (in shares) | shares | (467,579) | |
Number of awards, At end of the year (in shares) | shares | 13,118,656 | 10,755,494 |
Weighted average remaining contractual life of outstanding share options | 8 years 6 months 29 days | 8 years 5 months 15 days |
Weighted average remaining contractual life of granted share options | 9 years 11 months 19 days |
Share-based compensation expens
Share-based compensation expense - Schedule of Fair Value Assumptions For Options Granted (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) shares $ / shares | Mar. 31, 2022 USD ($) shares $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Expected dividends | $ | $ 0 | $ 0 |
Minimum | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Weighted average share price (in USD per share) | $ 1.99 | $ 14 |
Strike price (in USD per share) | $ 1.99 | $ 14 |
Expected volatility, in % | 75% | 70% |
Award life, in years | shares | 6.08 | 6.08 |
Risk-free interest rate, in % | 339% | 1.46% |
Maximum | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Weighted average share price (in USD per share) | $ 5.45 | $ 19.69 |
Strike price (in USD per share) | $ 5.45 | $ 19.69 |
Expected volatility, in % | 80% | |
Risk-free interest rate, in % | 4.13% | 1.73% |
Share-based compensation - Sc_2
Share-based compensation - Schedule of Other Equity Instruments Outstanding (Details) - Restricted Share Units (RSU) | 3 Months Ended |
Mar. 31, 2023 shares $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of awards, beginning of period (in shares) | shares | 1,585,877 |
Number of awards, granted (in shares) | shares | 839,680 |
Number of awards, vested (in shares) | shares | (254,891) |
Number of awards, forfeited (in shares) | shares | (60,444) |
Number of awards, end of period (in shares) | shares | 2,110,222 |
Weighted average grant date fair value, beginning balance (in USD per share) | $ / shares | $ 13.26 |
Weighted average grant date fair value, granted (in USD per share) | $ / shares | 2.11 |
Weighted average grant date fair value, vested (in dollars per share) | $ / shares | 19.52 |
Weighted average grant date fair value, forfeited (in dollars per share) | $ / shares | 12.22 |
Weighted average grant date fair value, ending balance (in USD per share) | $ / shares | $ 8.10 |
Share-based compensation - Sc_3
Share-based compensation - Schedule of Share-based Compensation Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Expense recognized | $ 8,074 | $ 13,398 |
2019 Equity Incentive Plan | Share Options | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Increase in reserve of share-based payments | 4,781 | 10,515 |
2019 Equity Incentive Plan | Restricted Stock Units | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Increase in reserve of share-based payments | 3,196 | 3,395 |
Tax and social charge deductions - Incentive Plan 2019 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Tax expense from share-based payment transactions with employees | 0 | (512) |
ESPP Expense | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Increase in reserve of share-based payments | $ 97 | $ 0 |
Related parties - Narrative (De
Related parties - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) subsidiary | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Auven Therapeutics Holdings, L.P. | |||
Disclosure of transactions between related parties [line items] | |||
Number of subsidiaries provide services to | subsidiary | 3 | ||
Overland ADCT BioPharma | |||
Disclosure of transactions between related parties [line items] | |||
Services provided to, related party transactions | $ 1,066 | $ 320 | |
Amounts receivable, related party transactions | $ 1,066 | $ 805 |
Related parties - Schedule of K
Related parties - Schedule of Key Management Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party [Abstract] | ||
Salaries and other short-term employee costs | $ 3,631 | $ 2,144 |
Pension costs | 195 | 133 |
Share-based compensation expense | 3,644 | 5,574 |
Other compensation | 38 | 10 |
Key management compensation | $ 7,508 | $ 7,861 |
Loss per share (Details)
Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings per share [abstract] | ||
Net loss | $ (59,426) | $ (16,661) |
Weighted average number of ordinary shares outstanding | 80,805,770 | 76,821,726 |
Net loss per share, basic (in USD per share) | $ (0.74) | $ (0.22) |
Net loss per share, diluted (in dollars per share) | $ (0.74) | $ (0.22) |
Loss per share -Schedule of Pot
Loss per share -Schedule of Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings per share [line items] | ||
Potentially dilutive securities | 20,169,013 | 12,386,490 |
Equity Incentive Plan 2019 - Share Options | ||
Earnings per share [line items] | ||
Potentially dilutive securities | 13,118,656 | 7,179,859 |
Equity Incentive Plan 2019 - RSUs | ||
Earnings per share [line items] | ||
Potentially dilutive securities | 2,110,222 | 793,791 |
Conversion of the principal amount of convertible loans into the Company’s common shares | ||
Earnings per share [line items] | ||
Potentially dilutive securities | 0 | 4,412,840 |
Outstanding Warrants | ||
Earnings per share [line items] | ||
Potentially dilutive securities | 4,940,135 | 0 |
Events after the reporting da_2
Events after the reporting date (Details) | 3 Months Ended | ||
Apr. 04, 2023 shares $ / shares | Mar. 31, 2023 shares | Dec. 31, 2022 shares | |
Disclosure of non-adjusting events after reporting period [line items] | |||
Number of share options outstanding in share-based payment arrangement (in shares) | 13,118,656 | 10,755,494 | |
Number of awards, Granted (in shares) | 2,830,741 | ||
Share-Based Compensation | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Number of share options outstanding in share-based payment arrangement (in shares) | 2,200,000 | ||
Number of awards, Granted (in shares) | 900,000 | ||
Strike price (in USD per share) | $ / shares | $ 2.06 | ||
Share-Based Compensation | Maximum | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Exercise price of outstanding share options | $ / shares | 48.77 | ||
Share-Based Compensation | Minimum | |||
Disclosure of non-adjusting events after reporting period [line items] | |||
Exercise price of outstanding share options | $ / shares | $ 8.12 |
Deferred royalty obligation (De
Deferred royalty obligation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 25, 2021 | |
Deferred Royalty Obligation [Abstract] | ||||
Royalty Purchase Agreement | $ 325,000,000 | |||
Proceeds From Royalty Purchase Agreement, Gross | $ 225,000,000 | |||
Royalty Purchase Additional Proceeds Eligibility | $ 75,000,000 | |||
Royalty Purchase Agreement, Effective Interest Rate | 10% | |||
Deferred Royalty Obligation | $ 223,009,000 | 222,277,000 | $ 225,477,000 | |
Royalty Obligation, Interest | 5,746,000 | 23,200,000 | ||
Royalty Obligation, Payments | 4,885,000 | 10,998,000 | ||
Royalty Obligation, Financial Expense Cumulative Catch-Up Adjustment | $ 129,000 | $ 15,402,000 |