Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Freeline Therapeutics Holdings plc |
Entity Central Index Key | 0001810031 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Accounting Standard | U.S. GAAP |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Entity Common Stock, Shares Outstanding | 35,854,945 |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity File Number | 001-39431 |
Entity Incorporation State Country Code | X0 |
Entity Address Address Line1 | Stevenage Bioscience Catalyst |
Entity Address, Address Line Two | Gunnels Wood Road |
Entity Address City Or Town | Stevenage |
Entity Address, Country | GB |
Entity Address Postal Zip Code | Hertfordshire SG1 2FX |
Business Contact | |
Document Information [Line Items] | |
Entity Address Address Line1 | Stevenage Bioscience Catalyst |
Entity Address, Address Line Two | Gunnels Wood Road |
Entity Address City Or Town | Stevenage |
Entity Address, Country | GB |
Entity Address Postal Zip Code | Hertfordshire 2G1 2FX |
Contact Personnel Name | Stephen P. Diamond, Jr. |
City Area Code | 1 646 |
Local Phone Number | 479 0557 |
American Depository Shares | |
Document Information [Line Items] | |
Title of 12(b) Security | American Depository Shares, each representing one ordinary share, nominal value £0.00001 per share |
Security Exchange Name | NASDAQ |
Trading Symbol | FRLN |
Ordinary shares | |
Document Information [Line Items] | |
Title of 12(b) Security | Ordinary shares, nominal value £0.00001 per share |
Security Exchange Name | NASDAQ |
No Trading Symbol Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 229,974 | $ 73,702 |
Account receivable | 97 | |
Prepaid expenses and other current assets | 28,105 | 15,344 |
Total current assets | 258,176 | 89,046 |
Property and equipment, net | 8,608 | 7,272 |
Intangible assets, net | 23 | 43 |
Other non-current assets | 1,805 | 1,029 |
Total assets | 268,612 | 97,390 |
CURRENT LIABILITIES: | ||
Accounts payable | 8,093 | 5,817 |
Accrued expenses and other current liabilities | 10,719 | 6,617 |
Total current liabilities | 18,812 | 12,434 |
Total liabilities | 18,812 | 12,434 |
Commitments and contingencies (Note 12) | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred shares, £0.00001 par value, no shares authorized as of December 31, 2020; 300,000,000 shares authorized as of December 31, 2019; no shares issued and outstanding at December 31, 2020; 106,081,025 issued and outstanding at December 31, 2019 | 1 | |
Additional paid-in capital | 456,293 | 207,622 |
Accumulated other comprehensive Gain (loss) | 9,342 | (2,999) |
Accumulated deficit | (215,990) | (119,668) |
Total shareholders’ equity | 249,800 | 84,956 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 268,612 | $ 97,390 |
Deferred Shares | ||
SHAREHOLDERS’ EQUITY: | ||
Deferred shares, value | 2 | |
Deferred B Shares | ||
SHAREHOLDERS’ EQUITY: | ||
Deferred shares, value | $ 153 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2020£ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019£ / sharesshares |
Ordinary shares, par value | £ / shares | £ 0.00001 | ||
Ordinary shares, authorized | 800,000,000 | 800,000,000 | |
Preferred shares, par value | (per share) | £ 0.00001 | $ 0.00001 | £ 0.00001 |
Preferred shares, authorized | 0 | 0 | 300,000,000 |
Preferred shares, issued | 0 | 0 | 106,081,025 |
Preferred shares, outstanding | 0 | 0 | 106,081,025 |
Deferred shares, issued | 142,443,366 | 142,443,366 | |
Ordinary shares | |||
Ordinary shares, par value | £ / shares | £ 0.00001 | £ 0.00001 | |
Ordinary shares, authorized | 800,000,000 | 800,000,000 | 0 |
Ordinary shares, issued | 35,854,945 | 35,854,945 | 0 |
Ordinary shares, outstanding | 35,854,945 | 35,854,945 | 0 |
A-G Ordinary shares | |||
Ordinary shares, par value | £ / shares | £ 0.00001 | £ 0.00001 | |
Ordinary shares, authorized | 0 | 0 | 800,000,000 |
Ordinary shares, issued | 0 | 0 | 16,047,440 |
Ordinary shares, outstanding | 0 | 0 | 16,047,440 |
Deferred Shares | |||
Deferred shares, par value | £ / shares | £ 0.00001 | £ 0.00001 | |
Deferred shares, authorized | 144,517,898 | 144,517,898 | 110,370 |
Deferred shares, issued | 144,517,898 | 144,517,898 | 110,370 |
Deferred shares, outstanding | 144,517,898 | 144,517,898 | 110,370 |
Deferred B Shares | |||
Deferred shares, par value | £ / shares | £ 0.001 | £ 0.001 | |
Deferred shares, authorized | 123,638,835 | 123,638,835 | 0 |
Deferred shares, issued | 123,638,835 | 123,638,835 | 0 |
Deferred shares, outstanding | 123,638,835 | 123,638,835 | 0 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING EXPENSES: | |||
Research and development | $ 76,149 | $ 47,043 | $ 34,191 |
General and administrative | 26,300 | 16,601 | 6,790 |
Total operating expenses | 102,449 | 63,644 | 40,981 |
LOSS FROM OPERATIONS: | (102,449) | (63,644) | (40,981) |
OTHER INCOME, NET: | |||
Other expense, net | (9,288) | (793) | (390) |
Interest income, net | 275 | 74 | (151) |
Benefit from R&D tax credit | 15,269 | 10,595 | 8,266 |
Total other income, net | 6,256 | 9,876 | 7,725 |
Loss before income taxes | (96,193) | (53,768) | (33,256) |
Income tax expense | (129) | (141) | (27) |
NET LOSS | $ (96,322) | $ (53,909) | $ (33,283) |
Net loss per share attributable to ordinary shareholders—basic and diluted | $ (6.81) | $ (8.49) | $ (7.20) |
Weighted average ordinary shares outstanding—basic and diluted | 14,152,843 | 6,347,818 | 4,621,495 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (96,322) | $ (53,909) | $ (33,283) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | 12,341 | (154) | (835) |
Comprehensive loss | $ (83,981) | $ (54,063) | $ (34,118) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | SERIES A $0.00001 PAR VALUE | SERIES B $0.00001 PAR VALUE | SERIES C $0.00001 PAR VALUE | PREFERRED SHARES $0.00001 PAR VALUE | PREFERRED SHARES $0.00001 PAR VALUESERIES A $0.00001 PAR VALUE | PREFERRED SHARES $0.00001 PAR VALUESERIES B $0.00001 PAR VALUE | PREFERRED SHARES $0.00001 PAR VALUESERIES C $0.00001 PAR VALUE | A-G ORDINARY £0.00001 PAR VALUE | ORDINARY £0.00001 PAR VALUE | ORDINARY £0.00001 PAR VALUESERIES A $0.00001 PAR VALUE | ORDINARY £0.00001 PAR VALUESERIES B $0.00001 PAR VALUE | ORDINARY £0.00001 PAR VALUESERIES C $0.00001 PAR VALUE | DEFERRED SHARES £0.00001 PAR VALUE | DEFERRED B SHARES £0.001 PAR VALUE | ADDITIONAL PAID-IN CAPITAL | ADDITIONAL PAID-IN CAPITALSERIES A $0.00001 PAR VALUE | ADDITIONAL PAID-IN CAPITALSERIES B $0.00001 PAR VALUE | ADDITIONAL PAID-IN CAPITALSERIES C $0.00001 PAR VALUE | ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS) | ACCUMULATED DEFICIT |
Balance at Dec. 31, 2017 | $ 12,220 | $ 1 | $ 46,705 | $ (2,010) | $ (32,476) | ||||||||||||||||
Balance, Shares at Dec. 31, 2017 | 32,240,000 | 7,299,509 | |||||||||||||||||||
Issuance of preferred shares | $ 3,443 | $ 34,640 | $ 3,443 | $ 34,640 | |||||||||||||||||
Issuance of shares, Shares | 2,600,000 | 20,800,034 | 1,011,762 | ||||||||||||||||||
Extinguishment of shareholder loan for preferred shares | 6,672 | 6,672 | |||||||||||||||||||
Extinguishment of shareholder loan for preferred shares, Shares | 3,408,947 | ||||||||||||||||||||
Forfeiture of ordinary shares, Shares | (23,067) | 23,067 | |||||||||||||||||||
Non-cash share-based compensation | 114 | 114 | |||||||||||||||||||
Unrealized loss on foreign currency translation | (835) | (835) | |||||||||||||||||||
Net loss | (33,283) | (33,283) | |||||||||||||||||||
Balance at Dec. 31, 2018 | 22,971 | $ 1 | 91,574 | (2,845) | (65,759) | ||||||||||||||||
Balance, Shares at Dec. 31, 2018 | 55,640,034 | 8,288,204 | 23,067 | ||||||||||||||||||
Issuance of preferred shares | 74,590 | $ 39,999 | 74,590 | $ 39,999 | |||||||||||||||||
Issuance of shares, Shares | 38,133,299 | 12,307,692 | 7,846,539 | ||||||||||||||||||
Forfeiture of ordinary shares, Shares | (87,303) | 87,303 | |||||||||||||||||||
Non-cash share-based compensation | 1,459 | 1,459 | |||||||||||||||||||
Unrealized loss on foreign currency translation | (154) | (154) | |||||||||||||||||||
Net loss | (53,909) | (53,909) | |||||||||||||||||||
Balance at Dec. 31, 2019 | 84,956 | $ 1 | 207,622 | (2,999) | (119,668) | ||||||||||||||||
Balance, Shares at Dec. 31, 2019 | 106,081,025 | 16,047,440 | 110,370 | ||||||||||||||||||
Issuance of preferred shares | $ 299 | $ 875 | $ 79,679 | $ 299 | $ 875 | $ 79,679 | |||||||||||||||
Issuance of shares, Shares | 230,249 | 448,631 | 46,515,834 | 987,703 | |||||||||||||||||
Issuance of ordinary shares | 9 | 9 | |||||||||||||||||||
Forfeiture of ordinary shares, Shares | (165,414) | (17,804) | 183,218 | ||||||||||||||||||
Employee exchange of ordinary shares for stock options, Shares | (1,780,944) | 1,780,944 | |||||||||||||||||||
Subdivision of £1 nominal shares and reduction in deferred share capital, see Note 6 | $ 153 | (153) | |||||||||||||||||||
Subdivision of £1 nominal shares and reduction in deferred share capital, see Note 6, Shares | 123,638,835 | ||||||||||||||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, see Note 6 | 2 | $ (1) | $ 2 | ||||||||||||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, see Note 6, Shares | (153,275,739) | (15,088,785) | 25,921,158 | 5,579,486 | 9,447,347 | 9,358,503 | 142,443,366 | ||||||||||||||
Issuance of ADRs in initial public offering, net of issuance costs of $4,832 | 161,758 | 161,758 | |||||||||||||||||||
'Issuance of ADRs in initial public offering, net of issuance costs of $4,832, Shares | 9,951,591 | ||||||||||||||||||||
Non-cash share-based compensation | 6,204 | 6,204 | |||||||||||||||||||
Unrealized loss on foreign currency translation | 12,341 | 12,341 | |||||||||||||||||||
Net loss | (96,322) | (96,322) | |||||||||||||||||||
Balance at Dec. 31, 2020 | $ 249,800 | $ 2 | $ 153 | $ 456,293 | $ 9,342 | $ (215,990) | |||||||||||||||
Balance, Shares at Dec. 31, 2020 | 35,854,945 | 144,517,898 | 123,638,835 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2020£ / shares | Dec. 31, 2018£ / shares | |
Preferred shares, par value | (per share) | £ 0.00001 | ||
A-G Ordinary shares par value | 0.00001 | £ 0.00001 | |
Ordinary shares, par value | 0.00001 | 0.00001 | |
Issuance of shares, issuance costs | $ | $ 4,832 | ||
Newly issued shares, nominal value per share | 1 | ||
SERIES C $0.00001 PAR VALUE | |||
Issuance of shares, issuance costs | $ | $ 323 | ||
DEFERRED SHARES £0.00001 PAR VALUE | |||
Deferred shares, par value | 0.00001 | 0.00001 | |
DEFERRED B SHARES £0.001 PAR VALUE | |||
Deferred shares, par value | £ 0.001 | £ 0.001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (96,322) | $ (53,909) | $ (33,283) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,913 | 1,540 | 970 |
Non-cash share-based compensation expense | 6,204 | 1,459 | 114 |
Deferred income tax | (158) | (48) | |
Loss on disposal of property and equipment | 76 | ||
Changes in components of operating assets and liabilities: | |||
Account receivable | (91) | 54 | |
Prepaids and other current assets | (11,885) | (4,300) | (7,376) |
Other non-current assets | 104 | (160) | |
Accounts payable | 1,540 | 4,135 | 7,528 |
Accrued expenses and other current liabilities | 3,654 | (1,087) | 6,220 |
Net cash used in operating activities | (94,965) | (52,322) | (25,773) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property, plant and equipment | (2,513) | (2,977) | (3,714) |
Purchase of intangible assets | (1) | (45) | (35) |
Proceeds from disposal of property and equipment | 126 | ||
Net cash used in investing activities | (2,388) | (3,022) | (3,749) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of preferred shares, net of issuance costs | 80,853 | 114,589 | 38,134 |
Proceeds from exercise of warrants for ordinary shares | 9 | ||
Proceeds from issuance of ADSs in initial public offering, net of issuance costs | 161,758 | ||
Net cash provided by financing activities | 242,620 | 114,589 | 38,134 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 11,738 | (1,014) | (812) |
Net increase in cash, cash equivalents and restricted cash | 157,005 | 58,231 | 7,800 |
Cash, cash equivalents and restricted cash | |||
Beginning of period | 74,571 | 16,340 | 8,540 |
End of period | 231,576 | 74,571 | 16,340 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 281 | ||
Property and equipment purchases included in accounts payable | 379 | ||
Conversion of shareholder loan including unpaid accrued interest onto preferred shares | 6,672 | ||
Reconciliation of cash, cash equivalents and restricted cash | |||
Cash and cash equivalents | 229,974 | 73,702 | 16,051 |
Short-term restricted cash | 4 | 275 | |
Long-term restricted cash | 1,602 | 865 | 14 |
End of period | $ 231,576 | $ 74,571 | $ 16,340 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Freeline Therapeutics Holdings plc (formerly Freeline Therapeutics Holdings Limited) (the “Company”) is a clinical-stage, The Company is The corporate reorganization took place in several steps, of which the following were completed as of December 31, 2020: • Redesignation of the share capital of Freeline Therapeutics Holdings Limited: The single ordinary share in the share capital of Freeline Therapeutics Holdings Limited was redesignated as a B ordinary share with the same rights attached to a B ordinary share of Freeline Therapeutics Limited. • Exchange of Freeline Therapeutics Limited Shares for Freeline Therapeutics Holdings Limited Shares : All shareholders of Freeline Therapeutics Limited exchanged each of their shares for shares of Freeline Therapeutics Holdings Limited, such that they hold the same number and class of newly issued shares of £1.00 nominal value per share of Freeline Therapeutics Holdings Limited. As a result, Freeline Therapeutics Holdings Limited became the sole shareholder of Freeline Therapeutics Limited. • Subdivision of the share capital of Freeline Therapeutics Holdings Limited: Each share resulting from the exchange described in the previous step was subdivided into (i) one share of the same class, with a nominal value of £0.00001, and (ii) one deferred share of £0.99999 nominal value. • Reduction of capital of Freeline Therapeutics Holdings Limited: Freeline Therapeutics Holdings Limited reduced the amount standing to the credit of its share premium accounts and its issued share capital pursuant to Chapter 10 of Part 17 of the U.K. Companies Act 2006, or the Companies Act. • Re-registration of Freeline Therapeutics Holdings Limited: Freeline Therapeutics Holdings Limited re-registered as a public limited company and changed its name to Freeline Therapeutics Holdings plc. • Reorganization of separate classes of shares of Freeline Therapeutics Holdings plc (other than deferred shares) into a single class of ordinary shares: The different classes of issued share capital of Freeline Therapeutics Holdings plc were reorganized into a single class of ordinary shares. Below are the conversion for each class of share: ▪ The A ordinary shares were redesignated as 831,461 ordinary shares; ▪ The B ordinary shares were redesignated as 111,526 ordinary shares; ▪ The C ordinary shares were redesignated as 78,635 ordinary shares; ▪ The D ordinary shares were redesignated as 249,042 ordinary shares; ▪ The E ordinary shares were redesignated as 134,158 ordinary shares; ▪ The F ordinary shares were redesignated as 88,588 ordinary shares; ▪ The G ordinary shares were redesignated as 42,412 ordinary shares; ▪ The series A preferred shares were redesignated as 5,579,486 ordinary shares; ▪ The series B preferred shares were redesignated as 9,447,347 ordinary shares; and ▪ The series C preferred shares were redesignated as 9,358,503 ordinary shares. Following the reorganization into a single class of ordinary shares as described above, such ordinary shares of Freeline Therapeutics Holdings plc were consolidated and subdivided to reflect an approximately 1-for-0.159 reverse split of such ordinary shares and the balance of any ordinary shares was redesignated as deferred shares. On August 11, 2020, the Company completed the initial public offering (“IPO”) of American Depositary Shares (“ADSs”). In the IPO, the Company sold an aggregate of 8,823,529 ADSs representing the same number of ordinary shares, at an IPO price of $18.00 per ADS for total net proceeds of approximately $147.7 million. On August 20, 2020, the underwriters of the IPO exercised a portion of their overallotment option by purchasing an additional 1,128,062 ADSs from the Company at the IPO price of $18.00 per ADS, resulting in an additional net proceeds of $18.9 million. The total net proceeds from the IPO, As a result of the above the Company is the successor to Freeline Therapeutics Limited (the “ Predecessor Going Concern In accordance The Company is The Company has funded y The net cash flow used in operating and investing activities was $97.4 million for the year ended December 31, 2020. The Company believes the cash on hand at December 31, 2020 of $230.0 million will be sufficient to fund the Company's operations for more than 12 months from the issuance date of these financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. The Company continues to assess what from COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary Basis of Presentation The accompanying Use of Estimates The preparation Cash and Cash Equivalents The Company considers Restricted Restricted Deferred The Company capitalized Fair Value of Financial Financial in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level • Level • Level The following Description December 31, 2020 Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Observable Inputs (Level 3) Assets Certificates of deposit $ 199,047 $ 199,047 $ — $ — Total financial assets $ 199,047 $ 199,047 $ — $ — Description December 31, 2019 Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Observable Inputs (Level 3) Assets Certificate of deposit $ 15,752 $ 15,752 $ — $ — Total financial assets $ 15,752 $ 15,752 $ — $ — Management Concentrations Financial Property Property Estimated Useful Life Office equipment, computers and fixtures and fittings 3 years Laboratory equipment 5-14 years Leasehold improvements 5-13 years Shorter of useful life or remaining lease term Upon retirement Impairment The Company evaluates Segment Operating Research and Development Research Research Contract The Company has entered contract research organization (“ Patent The Company expenses Non-Cash The Company recognizes compensation expense for equity awards based on the grant date fair value of the award. For equity awards that vest based on a service condition, the non-cash share-based compensation expense is recognized on a straight-line basis over the requisite service period. The Company uses the fair value of its ordinary shares to determine the fair value of Employee Shares. The Company accounts for forfeitures as they occur. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense using a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 7 for the Company's assumptions used in connection with option grants made during the periods covered by these financial statements. Assumptions used in the option pricing model include the following: Expected volatility . The Company lacks company-specific historical and implied volatility information for its ADSs. Therefore, the Company estimates the expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term . The expected term of the Company's share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend . Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of ordinary shares . The ordinary shares underlying the options granted after the Company's IPO are issued at the fair market value of the Company's ADS at the date the grant is approved by the Board. Prior to the IPO, the Company calculated the fair value of its ordinary shares in accordance with the guidelines in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation The OPM backsolve method derives an equity value such that the value indicated for ordinary shares is consistent with the investment price, and it provides an allocation of this equity value to each of the Company’s securities. The OPM treats the various classes of ordinary shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of ordinary shares has value only if the funds available for distribution to shareholders exceeded the value of the share liquidation preferences of the class or classes of ordinary shares with senior preferences at the time of the liquidity event. Key inputs into the OPM backsolve calculation included the valuation of forward contracts, expected time to liquidity and volatility. A reasonable discount for lack of marketability was applied to the total equity value to arrive at an estimate of the total fair value of equity on a non-marketable basis. The PWERM is a scenario-based methodology that estimates the fair value of ordinary shares based upon an analysis of future values for the Company, assuming various outcomes. The ordinary share values are based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of ordinary shares. The future value of the ordinary shares under each outcome was discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the ordinary shares. The hybrid method is a PWERM where the equity value in one of the scenarios is calculated using an OPM. Foreign Currency Translation The Company maintains a gain For financial Income The Company accounts The Company accounts The Company recognizes Benefit The Company is The U.K. As a company The Company may Unsurrendered Value Added Tax (“VAT”) is Comprehensive Comprehensive Net Loss per Share The Company has reported Recently In February The Company is |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Prepaid December 31, December 31, 2020 2019 U.K. R&D tax credit $ 16,017 $ 11,503 Prepaid tax 3,080 842 Other current assets 9,008 2,999 $ 28,105 $ 15,344 |
Property and Equipment Net
Property and Equipment Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. Property Property December 31, December 31, 2020 2019 Office equipment and computers $ 1,065 $ 939 Fixtures and fittings 4,094 2,785 Laboratory equipment 7,994 6,669 Leasehold improvements 394 — 13,547 10,393 Less: accumulated depreciation (4,939 ) (3,121 ) $ 8,608 $ 7,272 Depreciation |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 5. Accrued Expenses and Other Accrued December 31, December 31, 2020 2019 Compensation and benefits $ 4,800 $ 2,419 External research and development expenses 3,623 3,150 Professional services 1,795 542 Other liabilities 501 506 $ 10,719 $ 6,617 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 6. Shareholders’ Ordinary Shares As of December 31, 2020, the Company’s authorized capital shares consisted of 800 million ordinary shares with a par value of £0.00001 per share. Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the board of directors and approved by the shareholders. As of December 31, 2020, the Company has not declared any dividends. Series C Preferred Shares Financing In June 2020, under the Series C Subscription Agreement, which provides for the issuance of series C preferred shares to certain investors, including Syncona and Novo Holdings A/S (the “Series C Financing”), the Company issued 6,239,003 series C preferred shares at a purchase price of $12.82 per share. The Company received an aggregate of approximately $79.0 million in proceeds, net of transaction costs. In addition, the Company issued 1,161,414 Top Up series C preferred shares at par value to Syncona to reflect the price per share paid by investors for shares issued pursuant to the Series C Financing. Impact of Corporate Reorganization On August 11, 2020, the Company completed its IPO. As part of the IPO, the Company sold an aggregate of 8,823,529 ADSs representing the same number of ordinary shares, at a public offering price of $18.00 per ADS for total net proceeds of approximately $147.7 million. On August 20, 2020, the underwriters of the IPO exercised a portion of their overallotment option by purchasing an additional 1,128,062 ADSs from the Company at the IPO price of $18.00 per ADS, resulting in an additional net proceeds of $18.9 million. The total net proceeds were approximately $161.8 million, after deducting underwriting discounts, commissions and offering expense paid by the Company of $12.5 million. Prior to the Company’s corporate reorganization and IPO, the Company had issued series A preferred shares, series B preferred shares , series C preferred shares, A ordinary shares, B ordinary shares, C ordinary shares, D ordinary shares, E ordinary shares, F ordinary shares and G ordinary shares. As part of the Company’s corporate reorganization and prior to its IPO, all shareholders of Freeline Therapeutics Limited exchanged each of their shares for shares of Freeline Therapeutics Holdings Limited, resulting in each shareholder holding the same number and class of newly issued shares of £1.00 each in Freeline Therapeutics Holdings Limited. Each resulting share was subdivided into (i) one share of the same class, with a nominal value of £0.00001, and (ii) one deferred B share of £0.99999 nominal value. Immediately prior to the closing of the IPO, the different classes of shares were converted into a single class of ordinary shares and such ordinary shares were consolidated and subdivided to reflect an approximately 1-for-0.159 reverse split of such ordinary shares and the balance of any ordinary shares created various classes deferred shares. Deferred shares Deferred shares are a unit of equity that confer to their holder effectively no economic rights or any voting rights. The Company, without the consent of the shareholder, may transfer deferred shares at any time for $nil consideration. The deferred share structure is as follows: Deferred Shares of £0.00001 Deferred Shares of £0.001 Deferred shares are not included in the Company’s potentially dilutive securities as are not ordinary shares and have no available conversion rights. The table below reflects the number of preferred shares, ordinary shares, and deferred shares issued and outstanding at December 31, 2020, 2019 and 2018. The conversion of preferred and ordinary shares on approximately 1-for-0.159 basis and the creation of deferred shares are reflected in the current year only. December 31, December 31, December 31, 2020 2019 2018 Series A Preferred Shares — 34,840,000 34,840,000 Series B Preferred Shares — 58,933,333 20,800,034 Series C Preferred Shares — 12,307,692 — A Ordinary shares — 4,000,000 4,000,000 B Ordinary shares — 1,307,992 1,211,745 C Ordinary shares — 917,874 911,957 D Ordinary shares — 2,972,298 2,164,502 E Ordinary shares — 3,972,188 — F Ordinary shares — 2,877,088 — Ordinary shares 35,854,945 — — Deferred shares of £0.00001 144,517,898 (1) 110,370 23,067 Deferred shares of £0.001 123,638,835 — — Total preferred, ordinary and deferred shares 304,011,678 122,238,835 63,951,305 (1) Includes forfeiture of 17,804 unvested ordinary shares of £0.00001 par value upon termination of employment (see Note 7). |
Non-Cash Share-Based Compensati
Non-Cash Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Non-Cash Share-Based Compensation | 7. Non-Cash Employee On July 31, 2020, the Company adopted an equity incentive plan (“the 2020 Plan”). The 2020 Plan provides for the grant of options, share appreciation rights, or SARs, restricted shares, dividend equivalents, restricted share units, or RSUs, and other share based awards. The maximum number of share awards to be issued under the 2020 Plan is 5,898,625 shares, which consists of 3,474,469 new ordinary shares, and 2,424,156 ordinary shares that are subject to awards under prior plans that may become available for issuance under the 2020 Plan. Additionally, the number of ordinary shares reserved for issuance under the 2020 Plan will automatically increase on January 1st of each year, for a period of not more than ten years, by an amount equal to the lesser of (i) 4% of the total number of ordinary shares outstanding on December 31st of the same calendar year or (ii) such fewer number of ordinary shares as the board of directors may designate prior to the applicable January 1st date. The 2020 Plan will be the sole means for the Company to grant new equity awards. Any awards granted from the 2020 Plan, or any prior equity incentive plan that are forfeited, canceled or held back will be added back to shares issuable under the 2020 Plan. On July 31, 2020, the Company adopted an employee share purchase plan (the “2020 ESPP”). The purpose of the 2020 ESPP, is to provide employees the opportunity to purchase ordinary shares or ADSs at 85% of the fair market value of the ordinary shares on the offering date or the exercise date, whichever is lower, for up to 15% of such employee’s compensation for each pay period. The Company reserved 347,447 ordinary shares for the 2020 ESPP. The 2020 ESPP provides for an annual increase in the number of ordinary shares to be reserved for future issuance under the 2020 ESPP. Prior to the IPO, the Upon the closing of the IPO, the were reorganized into a single class of ordinary shares and were consolidated and subdivided to reflect an approximately 1-for-0.159 reverse split of such ordinary shares. Unvested Modification of Equity Awards On July 13, 2020, 88,282 ordinary shares, the beneficial owners of which were employees of the Company, were converted into 1,780,444 deferred shares. Contemporaneously, each employee was granted an option to subscribe for one ordinary share at a price of $12.82 per share for each ordinary share that became a deferred share. The conversation of the ordinary shares to deferred shares were accounted for as a modification to the original awards. The aggregate fair value of the options exceeded the fair value of the ordinary shares, therefore the Company recorded approximately $1.3 million in additional compensation expense related to this modification. Ordinary Shares The Company measures December 31, 2020 Number of Shares Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2017 257,571 $ 0.47 Granted 85,513 0.50 Vested (56,544 ) 0.47 Forfeited (1,986 ) 0.42 Unvested balance as of December 31, 2018 284,554 0.45 Granted 480,677 1.59 Vested (265,202 ) 1.09 Forfeited (7,515 ) 0.70 Unvested balance as of December 31, 2019 492,514 1.36 Granted 42,412 11.78 Vested (209,836 ) 7.10 Forfeited (117,780 ) 12.64 Unvested balance as of December 31, 2020 207,310 $ 9.97 As of December 31, 2020, there Share options valuation The assumptions (see Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the year ended December 31, 2020 were as follows: For the Year Ended December 31, 2020 Expected option life (years) 6.1 Expected volatility 77.4 % Risk-free interest rate 0.4 % Expected dividend yield — Share Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2019 — $ — $ — Granted 3,760,210 14.79 Exercised — — Canceled or Forfeited (73,124 ) 15.32 Outstanding as of December 31, 2020 3,687,086 13.03 9.59 $ 9,931 Exercisable as of December 31, 2020 264,106 14.76 9.54 $ 943 Vested and expected to vest as of December 31, 2020 3,687,086 $ 13.03 9.59 $ 9,931 The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s ordinary shares. The weighted average grant-date fair value of the share options granted during the year ended December 31, 2020 was $9.87 per share. There were no share options granted during the year ended December 31, 2019. As of December 31, 2020, there was $31.6 million of unrecognized compensation cost Restricted stock units The Company has granted RSUs that generally vest over a period of four years from the date of grant. The following table summarizes the activity related to RSUs during the years ended December 31, 2020 and 2019: Number of RSUs Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 — $ — Granted 2,500 17.56 Vested and settled — — Forfeited — — Outstanding as of December 31, 2020 2,500 $ 17.56 Share-based Compensation Expense Non-cash related to ordinary shares, share options based awards, and restricted stock units For the Year Ended December 31, 2020 2019 2018 Research and development $ 2,510 $ 373 $ 45 General and administrative 3,694 1,086 69 $ 6,204 $ 1,459 $ 114 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
License Agreements | 8. License UCLB In May 2015, the Upon execution Pursuant Unless The Company recorded twelve months ended December 31, 2020 and 2019 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 9. Warrants On March 12, 2020, Rentschler Biotechnologie Beteiligungs GmbH (“Rentschler”) exercised its rights under the Asset Purchase Agreement dated August 27, 2015 to purchase 114,726 ordinary shares with a par value of £0.00001 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income The provision The net loss realized by the Company’s domestic and foreign entities before the calculation of income tax in 2018 was $33.4 million and $0.1 million, respectively. For the Year Ended December 31, 2020 2019 2018 Current expense: United Kingdom $ — $ — $ — Foreign 287 189 27 Total current expense: $ 287 $ 189 $ 27 Deferred benefit United Kingdom — — Foreign (158 ) (48 ) 0 Total deferred benefit: (158 ) (48 ) — Total income tax expense: $ 129 $ 141 $ 27 A reconciliation For the Year Ended December 31, 2020 2019 2018 Income taxes at UK statutory rate of 19% $ (18,277 ) $ (10,215 ) $ (6,315 ) R&D expenditure 5,756 5,805 3,091 Foreign rate differential 42 33 13 Change in valuation allowance 15,691 4,481 3,254 U.S. state income taxes (13 ) 19 — Other (3,070 ) 18 (16 ) $ 129 $ 141 $ 27 Significant For the Year Ended December 31, 2020 2019 2018 Deferred tax assets Net operating loss carryforwards $ 23,135 $ 11,046 $ 7,370 Depreciation 411 374 171 Accrued expenses 182 48 — Non-cash share-based compensation 903 295 18 Other 25 — — Total deferred tax assets $ 24,656 $ 11,763 $ 7,559 Valuation allowance (24,450 ) (11,715 ) (7,559 ) Net deferred tax assets $ 206 $ 48 $ — As of December 31, 2020, 2019 and 2018 the n and $29.1 million y Changes in the For the Year Ended December 31, 2020 2019 2018 Valuation allowance at beginning of year $ 11,715 $ 7,559 $ 4,305 Increases recorded to income tax provision 12,735 4,156 3,254 Valuation allowance at end of year $ 24,450 $ 11,715 $ 7,559 Future ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2020, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2020 and 2019 on the United Kingdom and Ireland net deferred tax assets. The Company applies The The Company and its attributes are utilized in a future period. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share Basic December 31, 2020 2019 2018 Numerator Net loss $ (96,322 ) $ (53,909 ) $ (33,283 ) Net loss attributable to ordinary shareholders—basic and diluted $ (96,322 ) $ (53,909 ) $ (33,283 ) Denominator Weighted-average number of ordinary shares used in net loss per share—basic and diluted 14,152,843 6,347,818 4,621,495 Net loss per share—basic and diluted $ (6.81 ) $ (8.49 ) $ (7.20 ) The Company reported a net loss in all periods and therefore did not allocate any losses to the preferred shares, which represent participating securities. The Company’s December 31, 2020 2019 2018 Series A preferred shares — 34,840,000 34,840,000 Series B preferred shares — 58,933,333 20,800,034 Series C preferred shares — 12,307,692 — Warrants to purchase ordinary shares — 721,120 721,120 Unvested ordinary shares 207,310 7,406,401 3,305,779 Stock options 3,687,086 — — Restricted stock units 2,500 — — Total 3,896,896 114,208,546 59,666,933 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments License The Company has entered Contingencie s Manufacturing and Commercial Supply Agreement In June 2020, the Company entered into a dedicated manufacturing and commercial supply agreement (“Brammer Manufacturing Agreement”), with Brammer Bio MA, LLC (“Brammer”) pursuant to which Brammer will reserve certain amounts of manufacturing capacity in its manufacturing facility to supply the Company with its lead product candidate, FLT180a for the treatment of hemophilia B. As consideration for the reserved manufacturing capacity, the Company is required to pay Brammer an annual capacity access fee. This contract has been included within the future minimum lease payments table below. Further, the Company was required to make an advance, non-refundable payment to Brammer upon execution of the agreement and has committed to an annual minimum purchase commitment, subject to certain annual increases, throughout the term of the agreement. The advance payment is recorded within prepaid and other current assets and will be applied as a credit towards the annual capacity access fee over eight calendar quarters beginning January 1, 2021. The term of the Brammer Manufacturing Agreement is effective as of June 30, 2020 and will continue until December 31, 2027. The term will automatically renew for successive three years unless the Company notifies Brammer of its intention not to renew (no less than twelve months prior to the expiration of the term). Legal Proceedings From Lease Agreements The Company’s In September 2020, the Company signed an agreement to enter into a lease with Kadans Science Partner 2 UK Limited. The future lease will require the Company to enter into a ten years lease and is dependent on the landlord completing the required leasehold improvements per the agreement to execute the lease. The expected lease commencement date is on June 30, 2021. As of December 31, 2020, the Company capitalized $0.4 million as leasehold improvements. The Company did not include future minimum payments in the lease payment schedule, as the lease agreement is not complete as of December 31, 2020. The Company recorded and $1.4 million Future minimum lease payments as of December 31, 2020 are as follows (in thousands): Year Ended December 31, 2021 $ 11,813 2022 9,102 2023 11,025 2024 11,015 2025 10,962 Thereafter 23,946 $ 77,863 Indemnification In the In accordance |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related The Company analyzed twelve months ended December 31, 2020 and 2019 audited Syncona The Company receives Gyroscope Therapeutics Limited In April 2020, we entered into an exclusive patent and know-how license agreement with Gyroscope Therapeutics Limited, or Gyroscope, a company controlled by Syncona. Under the terms of the agreement, Gyroscope grants us an exclusive license under certain patent rights to develop and commercialize liver-directed AAV gene therapies expressing an immune-modifying protein and a non-exclusive license to certain know-how, and we grant Gyroscope a non-exclusive license to certain know-how. We were required to make an upfront payment to Gyroscope of £0.2 million or $0.3 million and may be required to make up to £5.6 million or $7.2 million in development and regulatory milestone payments, and pay Gyroscope a mid-single-digit percentage royalty on net sales of licensed products on a product-by-product and country-by-country basis, until the expiration of the last valid licensed patent claim covering such product in such country. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 14. Employee In the In the |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events There have been no subsequent events at the date of issue of this balance sheet except as disclosed below. Corporate Reorganization In June 2020, the Company initiated a corporate reorganization in order to simplify the capitalization of the Company. The corporate reorganization has been structured in a series of steps, some of which were completed prior to the close of the Company’s IPO in August 2020. In addition, the Company has completed the following step as of March 9, 2021: • Reorganization of the deferred shares of Freeline Therapeutics Holdings plc : The deferred shares of Freeline Therapeutics Holdings plc were transferred, consolidated, and a portion of them was cancelled for the purposes of simplifying our share capital and to ensure compliance with the applicable requirements of the Companies Act. Boston Lease On February 11, 2021, the Company entered into a lease for approximately 9,801 square feet of office space in Boston, Massachusetts, which expires on December 31, 2022. The future minimum operating lease payments under the sublease agreement is $1.1 million over a lease period of approximately two years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern In accordance The Company is The Company has funded y The net cash flow used in operating and investing activities was $97.4 million for the year ended December 31, 2020. The Company believes the cash on hand at December 31, 2020 of $230.0 million will be sufficient to fund the Company's operations for more than 12 months from the issuance date of these financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. The Company continues to assess what from COVID-19 |
Basis of Presentation | Basis of Presentation The accompanying |
Use of Estimates | Use of Estimates The preparation |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers |
Restricted Cash | Restricted Restricted |
Deferred IPO Costs | Deferred The Company capitalized |
Fair Value of Financial Instruments | Fair Value of Financial Financial in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level • Level • Level The following Description December 31, 2020 Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Observable Inputs (Level 3) Assets Certificates of deposit $ 199,047 $ 199,047 $ — $ — Total financial assets $ 199,047 $ 199,047 $ — $ — Description December 31, 2019 Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Observable Inputs (Level 3) Assets Certificate of deposit $ 15,752 $ 15,752 $ — $ — Total financial assets $ 15,752 $ 15,752 $ — $ — Management |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations Financial |
Property and Equipment | Property Property Estimated Useful Life Office equipment, computers and fixtures and fittings 3 years Laboratory equipment 5-14 years Leasehold improvements 5-13 years Shorter of useful life or remaining lease term Upon retirement |
Impairment of Long-Lived Assets | Impairment The Company evaluates |
Segment Information | Segment Operating |
Research and Development Costs | Research and Development Research |
Research Contract Costs and Accruals | Research Contract The Company has entered contract research organization (“ |
Patent Costs | Patent The Company expenses |
Non-Cash Share-Based Compensation | Non-Cash The Company recognizes compensation expense for equity awards based on the grant date fair value of the award. For equity awards that vest based on a service condition, the non-cash share-based compensation expense is recognized on a straight-line basis over the requisite service period. The Company uses the fair value of its ordinary shares to determine the fair value of Employee Shares. The Company accounts for forfeitures as they occur. For equity awards with a combination of service and performance conditions, the Company recognizes non-cash share-based compensation expense using a straight-line basis over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 7 for the Company's assumptions used in connection with option grants made during the periods covered by these financial statements. Assumptions used in the option pricing model include the following: Expected volatility . The Company lacks company-specific historical and implied volatility information for its ADSs. Therefore, the Company estimates the expected share volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected term . The expected term of the Company's share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend . Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. Fair value of ordinary shares . The ordinary shares underlying the options granted after the Company's IPO are issued at the fair market value of the Company's ADS at the date the grant is approved by the Board. Prior to the IPO, the Company calculated the fair value of its ordinary shares in accordance with the guidelines in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation The OPM backsolve method derives an equity value such that the value indicated for ordinary shares is consistent with the investment price, and it provides an allocation of this equity value to each of the Company’s securities. The OPM treats the various classes of ordinary shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, each class of ordinary shares has value only if the funds available for distribution to shareholders exceeded the value of the share liquidation preferences of the class or classes of ordinary shares with senior preferences at the time of the liquidity event. Key inputs into the OPM backsolve calculation included the valuation of forward contracts, expected time to liquidity and volatility. A reasonable discount for lack of marketability was applied to the total equity value to arrive at an estimate of the total fair value of equity on a non-marketable basis. The PWERM is a scenario-based methodology that estimates the fair value of ordinary shares based upon an analysis of future values for the Company, assuming various outcomes. The ordinary share values are based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of ordinary shares. The future value of the ordinary shares under each outcome was discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the ordinary shares. The hybrid method is a PWERM where the equity value in one of the scenarios is calculated using an OPM. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains a gain For financial |
Income Taxes | Income The Company accounts The Company accounts The Company recognizes |
Benefit from Research and Development Tax Credit | Benefit The Company is The U.K. As a company The Company may Unsurrendered Value Added Tax (“VAT”) is |
Comprehensive Loss | Comprehensive Comprehensive |
Net Loss per Share | Net Loss per Share The Company has reported |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently In February The Company is |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following Description December 31, 2020 Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Observable Inputs (Level 3) Assets Certificates of deposit $ 199,047 $ 199,047 $ — $ — Total financial assets $ 199,047 $ 199,047 $ — $ — Description December 31, 2019 Active Markets for Identical Assets (Level 1) Observable Inputs (Level 2) Observable Inputs (Level 3) Assets Certificate of deposit $ 15,752 $ 15,752 $ — $ — Total financial assets $ 15,752 $ 15,752 $ — $ — |
Schedule of Estimated Useful Lives of the Respective Assets | Property Estimated Useful Life Office equipment, computers and fixtures and fittings 3 years Laboratory equipment 5-14 years Leasehold improvements 5-13 years Shorter of useful life or remaining lease term |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid December 31, December 31, 2020 2019 U.K. R&D tax credit $ 16,017 $ 11,503 Prepaid tax 3,080 842 Other current assets 9,008 2,999 $ 28,105 $ 15,344 |
Property and Equipment Net (Tab
Property and Equipment Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property December 31, December 31, 2020 2019 Office equipment and computers $ 1,065 $ 939 Fixtures and fittings 4,094 2,785 Laboratory equipment 7,994 6,669 Leasehold improvements 394 — 13,547 10,393 Less: accumulated depreciation (4,939 ) (3,121 ) $ 8,608 $ 7,272 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued December 31, December 31, 2020 2019 Compensation and benefits $ 4,800 $ 2,419 External research and development expenses 3,623 3,150 Professional services 1,795 542 Other liabilities 501 506 $ 10,719 $ 6,617 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Preferred Shares , Ordinary Shares and Deferred Shares Issued | The table below reflects the number of preferred shares, ordinary shares, and deferred shares issued and outstanding at December 31, 2020, 2019 and 2018. The conversion of preferred and ordinary shares on approximately 1-for-0.159 basis and the creation of deferred shares are reflected in the current year only. December 31, December 31, December 31, 2020 2019 2018 Series A Preferred Shares — 34,840,000 34,840,000 Series B Preferred Shares — 58,933,333 20,800,034 Series C Preferred Shares — 12,307,692 — A Ordinary shares — 4,000,000 4,000,000 B Ordinary shares — 1,307,992 1,211,745 C Ordinary shares — 917,874 911,957 D Ordinary shares — 2,972,298 2,164,502 E Ordinary shares — 3,972,188 — F Ordinary shares — 2,877,088 — Ordinary shares 35,854,945 — — Deferred shares of £0.00001 144,517,898 (1) 110,370 23,067 Deferred shares of £0.001 123,638,835 — — Total preferred, ordinary and deferred shares 304,011,678 122,238,835 63,951,305 (1) Includes forfeiture of 17,804 unvested ordinary shares of £0.00001 par value upon termination of employment (see Note 7). |
Non-Cash Share-Based Compensa_2
Non-Cash Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Changes in Company's Ordinary Shares | A summary December 31, 2020 Number of Shares Weighted Average Grant Date Fair Value Unvested balance as of December 31, 2017 257,571 $ 0.47 Granted 85,513 0.50 Vested (56,544 ) 0.47 Forfeited (1,986 ) 0.42 Unvested balance as of December 31, 2018 284,554 0.45 Granted 480,677 1.59 Vested (265,202 ) 1.09 Forfeited (7,515 ) 0.70 Unvested balance as of December 31, 2019 492,514 1.36 Granted 42,412 11.78 Vested (209,836 ) 7.10 Forfeited (117,780 ) 12.64 Unvested balance as of December 31, 2020 207,310 $ 9.97 |
Assumptions Used in Black-Scholes Option Pricing Model to Determine Fair Value of Share Options Granted to Employees and Directors | The assumptions (see Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the year ended December 31, 2020 were as follows: For the Year Ended December 31, 2020 Expected option life (years) 6.1 Expected volatility 77.4 % Risk-free interest rate 0.4 % Expected dividend yield — |
Summary of Share Options | Share Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2019 — $ — $ — Granted 3,760,210 14.79 Exercised — — Canceled or Forfeited (73,124 ) 15.32 Outstanding as of December 31, 2020 3,687,086 13.03 9.59 $ 9,931 Exercisable as of December 31, 2020 264,106 14.76 9.54 $ 943 Vested and expected to vest as of December 31, 2020 3,687,086 $ 13.03 9.59 $ 9,931 |
Summary of Activity Related to RSUs | The following table summarizes the activity related to RSUs during the years ended December 31, 2020 and 2019: Number of RSUs Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 — $ — Granted 2,500 17.56 Vested and settled — — Forfeited — — Outstanding as of December 31, 2020 2,500 $ 17.56 |
Summary of Non-Cash Share-Based Compensation Expense | Non-cash related to ordinary shares, share options based awards, and restricted stock units For the Year Ended December 31, 2020 2019 2018 Research and development $ 2,510 $ 373 $ 45 General and administrative 3,694 1,086 69 $ 6,204 $ 1,459 $ 114 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income For the Year Ended December 31, 2020 2019 2018 Current expense: United Kingdom $ — $ — $ — Foreign 287 189 27 Total current expense: $ 287 $ 189 $ 27 Deferred benefit United Kingdom — — Foreign (158 ) (48 ) 0 Total deferred benefit: (158 ) (48 ) — Total income tax expense: $ 129 $ 141 $ 27 |
Schedule of Reconciliation of Income Tax Expense | A reconciliation For the Year Ended December 31, 2020 2019 2018 Income taxes at UK statutory rate of 19% $ (18,277 ) $ (10,215 ) $ (6,315 ) R&D expenditure 5,756 5,805 3,091 Foreign rate differential 42 33 13 Change in valuation allowance 15,691 4,481 3,254 U.S. state income taxes (13 ) 19 — Other (3,070 ) 18 (16 ) $ 129 $ 141 $ 27 |
Schedule of Deferred Tax Assets and Liabilities | Significant For the Year Ended December 31, 2020 2019 2018 Deferred tax assets Net operating loss carryforwards $ 23,135 $ 11,046 $ 7,370 Depreciation 411 374 171 Accrued expenses 182 48 — Non-cash share-based compensation 903 295 18 Other 25 — — Total deferred tax assets $ 24,656 $ 11,763 $ 7,559 Valuation allowance (24,450 ) (11,715 ) (7,559 ) Net deferred tax assets $ 206 $ 48 $ — |
Schedule of Changes in Valuation Allowance for Deferred Tax Assets | Changes in the For the Year Ended December 31, 2020 2019 2018 Valuation allowance at beginning of year $ 11,715 $ 7,559 $ 4,305 Increases recorded to income tax provision 12,735 4,156 3,254 Valuation allowance at end of year $ 24,450 $ 11,715 $ 7,559 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Ordinary Shareholders | Basic December 31, 2020 2019 2018 Numerator Net loss $ (96,322 ) $ (53,909 ) $ (33,283 ) Net loss attributable to ordinary shareholders—basic and diluted $ (96,322 ) $ (53,909 ) $ (33,283 ) Denominator Weighted-average number of ordinary shares used in net loss per share—basic and diluted 14,152,843 6,347,818 4,621,495 Net loss per share—basic and diluted $ (6.81 ) $ (8.49 ) $ (7.20 ) |
Schedule of Potential Ordinary Shares Excluded from Computation of Diluted Net Loss Per Share | The Company excluded December 31, 2020 2019 2018 Series A preferred shares — 34,840,000 34,840,000 Series B preferred shares — 58,933,333 20,800,034 Series C preferred shares — 12,307,692 — Warrants to purchase ordinary shares — 721,120 721,120 Unvested ordinary shares 207,310 7,406,401 3,305,779 Stock options 3,687,086 — — Restricted stock units 2,500 — — Total 3,896,896 114,208,546 59,666,933 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of December 31, 2020 are as follows (in thousands): Year Ended December 31, 2021 $ 11,813 2022 9,102 2023 11,025 2024 11,015 2025 10,962 Thereafter 23,946 $ 77,863 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 20, 2020USD ($)$ / sharesshares | Aug. 11, 2020USD ($)$ / sharesshares | Mar. 12, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020£ / shares | Dec. 31, 2019£ / shares | Dec. 31, 2018£ / shares |
Nature Of Business [Line Items] | |||||||||
Incorporation date | Apr. 3, 2020 | ||||||||
Newly issued shares, nominal value per share | £ / shares | £ 1 | ||||||||
Deferred share, nominal value | £ / shares | 0.00001 | ||||||||
Reverse split, description | 1-for-0.159 reverse split | ||||||||
Reverse split, ratio | 6.289 | ||||||||
Issuance of shares, Shares | 114,726 | ||||||||
Proceeds from issuance of ADSs in initial public offering, net of issuance costs | $ | $ 161,758 | ||||||||
Net losses | $ | 96,322 | $ 53,909 | $ 33,283 | ||||||
Accumulated deficit | $ | 215,990 | 119,668 | |||||||
Net cash flow used in operating and investing activities | $ | 97,400 | ||||||||
Cash and cash equivalents | $ | $ 229,974 | $ 73,702 | $ 16,051 | ||||||
Ordinary shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 25,921,158 | ||||||||
Deferred Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Deferred share, nominal value | £ / shares | 0.00001 | £ 0.00001 | £ 0.00001 | ||||||
Deferred B Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Deferred share, nominal value | £ / shares | 0.001 | £ 0.001 | £ 0.001 | ||||||
Deferred share, nominal value | £ / shares | £ 0.99999 | ||||||||
A Ordinary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 831,461 | ||||||||
B Ordinary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 111,526 | ||||||||
C Ordinary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 78,635 | ||||||||
D Ordinary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 249,042 | ||||||||
E Ordinary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 134,158 | ||||||||
F Ordinary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 88,588 | ||||||||
G Ordinary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 42,412 | ||||||||
Series A Preferred Stock | Ordinary shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 5,579,486 | ||||||||
Series B Preferred Stock | Ordinary shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 9,447,347 | ||||||||
SERIES C $0.00001 PAR VALUE | Ordinary shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Effect of corporate reorganization including conversion of preferred shares and class A - G ordinary shares to ordinary share, Shares | 9,358,503 | ||||||||
American Depositary Shares | |||||||||
Nature Of Business [Line Items] | |||||||||
Proceeds from issuance of ADSs in initial public offering, net of issuance costs | $ | $ 161,800 | ||||||||
American Depositary Shares | IPO | |||||||||
Nature Of Business [Line Items] | |||||||||
Issuance of shares, Shares | 8,823,529 | ||||||||
Ordinary shares, price per share | $ / shares | $ 18 | ||||||||
Proceeds from issuance of ADSs in initial public offering, net of issuance costs | $ | $ 147,700 | ||||||||
American Depositary Shares | Overallotment Options to Underwriters | |||||||||
Nature Of Business [Line Items] | |||||||||
Issuance of shares, Shares | 1,128,062 | ||||||||
Ordinary shares, price per share | $ / shares | $ 18 | ||||||||
Proceeds from issuance of ADSs in initial public offering, net of issuance costs | $ | $ 18,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment losses | $ 0 | $ 0 | $ 0 | |
Foreign currency translation adjustment | 12,341,000 | (154,000) | $ (835,000) | |
Income tax, accrued interest or penalties | $ 0 | $ 0 | ||
Expected percentage, net tax of RDEC | 8.90% | 8.90% | ||
Increase on expected percentage net tax of RDEC | 9.13% | 9.13% | ||
U.K | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Incremental percentage on taxable profit | 50.00% | 50.00% | ||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash rebate percentage on research and development | 33.35% | 33.35% | ||
Eligible cash rebate percentage on research and development | 21.67% | 21.67% | ||
Maximum | U.K | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Offset amount against future taxable profits | £ | £ 5,000,000 | |||
IPO | Other Non-current Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred costs | $ 4,800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Total financial assets | $ 199,047 | $ 15,752 |
Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total financial assets | 199,047 | 15,752 |
Certificates of Deposit | ||
Assets | ||
Total financial assets | 199,047 | 15,752 |
Certificates of Deposit | Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total financial assets | $ 199,047 | $ 15,752 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Respective Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | Shorter of useful life or remaining lease term |
Office Equipment, Computers and Fixtures and Fittings | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Laboratory Equipment | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Laboratory Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 14 years |
Leasehold Improvements | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 13 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
U.K. R&D tax credit | $ 16,017 | $ 11,503 |
Prepaid tax | 3,080 | 842 |
Other current assets | 9,008 | 2,999 |
Prepaid expenses and other current assets | $ 28,105 | $ 15,344 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 13,547 | $ 10,393 |
Less: accumulated depreciation | (4,939) | (3,121) |
Property plant and equipment net | 8,608 | 7,272 |
Office Equipment and Computers | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,065 | 939 |
Fixtures and Fittings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,094 | 2,785 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,994 | $ 6,669 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 394 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 1.9 | $ 1.5 | $ 1 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Compensation and benefits | $ 4,800 | $ 2,419 |
External research and development expenses | 3,623 | 3,150 |
Professional services | 1,795 | 542 |
Other liabilities | 501 | 506 |
Accrued expenses and other liabilities | $ 10,719 | $ 6,617 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | Aug. 20, 2020USD ($)shares | Aug. 11, 2020USD ($)shares | Mar. 12, 2020$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020GBP (£)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020GBP (£)£ / sharesshares | Aug. 20, 2020£ / shares | Aug. 11, 2020£ / shares | Jun. 30, 2020£ / sharesshares | Dec. 31, 2019£ / sharesshares | Dec. 31, 2018£ / sharesshares |
Class Of Stock [Line Items] | ||||||||||||||
Ordinary shares, authorized | 800,000,000 | 800,000,000 | ||||||||||||
Ordinary shares, par value | £ / shares | £ 0.00001 | £ 0.00001 | ||||||||||||
Common stock, voting rights | Each holder of ordinary shares is entitled to one vote per ordinary share | Each holder of ordinary shares is entitled to one vote per ordinary share | ||||||||||||
Dividends declared or paid | $ | $ 0 | |||||||||||||
Preferred shares, issued | 0 | 0 | 106,081,025 | |||||||||||
Purchase price per share | $ / shares | $ 0.00001 | |||||||||||||
Proceeds from issuance of preferred shares | $ | $ 80,853,000 | $ 114,589,000 | $ 38,134,000 | |||||||||||
Issuance of shares, Shares | 114,726 | |||||||||||||
Net proceeds from initial public offering | $ 9,297 | £ 7,211 | ||||||||||||
Newly issued shares, nominal value per share | £ / shares | £ 1 | |||||||||||||
Deferred share, nominal value | £ / shares | £ 0.00001 | |||||||||||||
Common stock, conversion basis | different classes of shares were converted into a single class of ordinary shares | different classes of shares were converted into a single class of ordinary shares | ||||||||||||
Reverse split, description | 1-for-0.159 reverse split | 1-for-0.159 reverse split | ||||||||||||
Reverse split, ratio | 6.289 | 6.289 | ||||||||||||
Deferred shares voting rights | no | no | ||||||||||||
Deferred shares, issued | 142,443,366 | 142,443,366 | ||||||||||||
Deferred shares conversion rights | no available conversion rights | no available conversion rights | ||||||||||||
Freeline Therapeutics Limited | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Deferred shares, par value | £ / shares | £ 0.00001 | |||||||||||||
Number of deferred shares | 275,784 | 275,784 | ||||||||||||
Series C Preferred Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Preferred shares, issued | 12,307,692 | |||||||||||||
Series C Preferred Stock | Series C Subscription Agreement | Certain Investors, Including Syncona and Novo Holdings A/S | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Preferred shares, issued | 6,239,003 | |||||||||||||
Purchase price per share | £ / shares | £ 12.82 | |||||||||||||
Proceeds from issuance of preferred shares | $ | $ 79,000,000 | |||||||||||||
Series C Preferred Stock | Series C Subscription Agreement | Syncona | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Top up preferred shares issued | 1,161,414 | |||||||||||||
American Depository Shares | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Net proceeds from initial public offering | $ | $ 161,800,000 | |||||||||||||
Underwriting discounts, commissions and offering expense | $ | $ 12,500,000 | |||||||||||||
American Depository Shares | IPO | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Issuance of shares, Shares | 8,823,529 | |||||||||||||
Ordinary shares, price per share | £ / shares | £ 18 | |||||||||||||
Net proceeds from initial public offering | $ | $ 147,700,000 | |||||||||||||
American Depository Shares | Overallotment Options to Underwriters | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Issuance of shares, Shares | 1,128,062 | |||||||||||||
Ordinary shares, price per share | £ / shares | £ 18 | |||||||||||||
Net proceeds from initial public offering | $ | $ 18,900,000 | |||||||||||||
Deferred Shares | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Deferred shares, par value | £ / shares | £ 0.00001 | £ 0.00001 | £ 0.00001 | |||||||||||
Number of deferred shares converted from ordinary shares | 1,780,944 | 1,780,944 | ||||||||||||
Deferred shares, issued | 144,517,898 | 144,517,898 | 110,370 | 23,067 | ||||||||||
Deferred B Shares | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Deferred shares, par value | £ / shares | £ 0.001 | £ 0.001 | £ 0.001 | |||||||||||
Deferred share, nominal value | £ / shares | £ 0.99999 | |||||||||||||
Deferred shares, issued | 123,638,835 | 123,638,835 | 0 | |||||||||||
Deferred shares subsequent reduction in par value per share | £ / shares | £ 0.001 | |||||||||||||
Aggregate nominal residual value | $ | $ 200,000 | |||||||||||||
Share capital to re-register | £ | £ 50,000 | |||||||||||||
E Ordinary Shares | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Number of ordinary shares converted | 1,249,462 | 1,249,462 | ||||||||||||
F Ordinary Shares | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Number of ordinary shares converted | 531,482 | 531,482 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Preferred Shares, Ordinary Shares, and Deferred Shares Issued (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||
Preferred shares, issued | 0 | 106,081,025 | |
Deferred shares | 142,443,366 | ||
Total preferred, ordinary and deferred shares | 304,011,678 | 122,238,835 | 63,951,305 |
Ordinary shares | |||
Class Of Stock [Line Items] | |||
Ordinary shares, issued | 35,854,945 | ||
Series A Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred shares, issued | 34,840,000 | 34,840,000 | |
Series B Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred shares, issued | 58,933,333 | 20,800,034 | |
SERIES C $0.00001 PAR VALUE | |||
Class Of Stock [Line Items] | |||
Preferred shares, issued | 12,307,692 | ||
A Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Ordinary shares, issued | 4,000,000 | 4,000,000 | |
B Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Ordinary shares, issued | 1,307,992 | 1,211,745 | |
C Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Ordinary shares, issued | 917,874 | 911,957 | |
D Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Ordinary shares, issued | 2,972,298 | 2,164,502 | |
E Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Ordinary shares, issued | 3,972,188 | ||
F Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Ordinary shares, issued | 2,877,088 | ||
Deferred Shares | |||
Class Of Stock [Line Items] | |||
Deferred shares | 144,517,898 | 110,370 | 23,067 |
Deferred B Shares | |||
Class Of Stock [Line Items] | |||
Deferred shares | 123,638,835 | 0 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Preferred Shares, Ordinary Shares, and Deferred Shares Issued (Parenthetical) (Details) - £ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | |||
Ordinary shares, par value | £ 0.00001 | £ 0.00001 | |
Ordinary shares | |||
Class Of Stock [Line Items] | |||
Forfeiture of ordinary shares | 17,804 | ||
Ordinary shares, par value | £ 0.00001 | ||
Deferred Shares | |||
Class Of Stock [Line Items] | |||
Deferred shares, par value | 0.00001 | £ 0.00001 | 0.00001 |
Deferred B Shares | |||
Class Of Stock [Line Items] | |||
Deferred shares, par value | £ 0.001 | £ 0.001 | £ 0.001 |
Non-Cash Share-Based Compensa_3
Non-Cash Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 31, 2020shares | Jul. 13, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Jul. 30, 2020shares | Mar. 12, 2020$ / shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Reverse split, description | 1-for-0.159 reverse split | |||||
Reverse split, ratio | 6.289 | |||||
Share price, per share | $ / shares | $ 0.00001 | |||||
Unrecognized compensation cost related to unvested employee shares outstanding | $ | $ 2.3 | |||||
Weighted-average period of unvested employee shares outstanding | 3 years | |||||
Number of share options granted | 0 | |||||
Share Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to unvested employee shares outstanding | $ | $ 31.6 | |||||
Weighted-average period of unvested employee shares outstanding | 3 years 6 months | |||||
Weighted average grant-date fair value of share options granted | $ / shares | $ 9.87 | |||||
Number of share options granted | 3,760,210 | |||||
RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
General vesting period | 4 years | |||||
Modification of Equity Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share price, per share | $ / shares | $ 12.82 | |||||
Additional compensation expense related to modification | $ | $ 1.3 | |||||
Deferred Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock repurchased during period | 0 | 0 | ||||
Number of deferred shares converted from ordinary shares | 1,780,944 | |||||
Deferred Shares | Modification of Equity Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of deferred shares converted from ordinary shares | 1,780,444 | |||||
Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Service based options, vesting period | 4 years | |||||
General vesting period | 3 years | |||||
Minimum [Member] | First Anniversary of Vesting Commencement Date | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage | 20.00% | |||||
Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Service based options, vesting period | 5 years | |||||
General vesting period | 4 years | |||||
Maximum | First Anniversary of Vesting Commencement Date | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
2020 Employee Share Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Ordinary shares reserved for issuance | 347,447 | |||||
Purchase price of ordinary shares, percentage of fair market value | 85.00% | |||||
Percentage of employee's compensation eligible | 15.00% | |||||
ORDINARY £0.00001 PAR VALUE | Modification of Equity Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of ordinary shares converted | 88,282 | |||||
2020 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum number of share awards to be issued | 5,898,625 | |||||
Term of ordinary shares subject to automatic increase in outstanding ordinary shares on each year | 10 years | |||||
Percentage of ordinary shares subject to automatic increase in outstanding ordinary shares on each year | 4.00% | |||||
Terms of share option plan | Additionally, the number of ordinary shares reserved for issuance under the 2020 Plan will automatically increase on January 1st of each year, for a period of not more than ten years, by an amount equal to the lesser of (i) 4% of the total number of ordinary shares outstanding on December 31st of the same calendar year or (ii) such fewer number of ordinary shares as the board of directors may designate prior to the applicable January 1st date. | |||||
2020 Plan | ORDINARY £0.00001 PAR VALUE | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum number of share awards to be issued | 3,474,469 | 2,424,156 |
Non-Cash Share-Based Compensa_4
Non-Cash Share-Based Compensation - Summary of Changes in Company's Ordinary Shares (Details) - Performance and Service Based - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Unvested balance | 492,514 | 284,554 | 257,571 |
Number of Shares, Granted | 42,412 | 480,677 | 85,513 |
Number of Shares, Vested | (209,836) | (265,202) | (56,544) |
Number of Shares, Forfeited | (117,780) | (7,515) | (1,986) |
Number of Shares, Unvested balance | 207,310 | 492,514 | 284,554 |
Weighted Average Grant Date Fair Value, Unvested balance | $ 1.36 | $ 0.45 | $ 0.47 |
Weighted Average Grant Date Fair Value, Granted | 11.78 | 1.59 | 0.50 |
Weighted Average Grant Date Fair Value, Vested | 7.10 | 1.09 | 0.47 |
Weighted Average Grant Date Fair Value, Forfeited | 12.64 | 0.70 | 0.42 |
Weighted Average Grant Date Fair Value, Unvested balance | $ 9.97 | $ 1.36 | $ 0.45 |
Non-Cash Share-Based Compensa_5
Non-Cash Share-Based Compensation - Assumptions Used in Black-Scholes Option Pricing Model to Determine Fair Value of Share Options Granted to Employees and Directors (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected option life (years) | 6 years 1 month 6 days |
Expected volatility | 77.40% |
Risk-free interest rate | 0.40% |
Non-Cash Share-Based Compensa_6
Non-Cash Share-Based Compensation - Summary of Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Granted | 0 | |
Share Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Granted | 3,760,210 | |
Number of Shares, Canceled or Forfeited | (73,124) | |
Number of Shares, Outstanding as of December 31, 2020 | 3,687,086 | |
Number of Shares, Exercisable as of December 31, 2020 | 264,106 | |
Number of Shares, Vested and expected to vest as of December 31, 2020 | 3,687,086 | |
Weighted Average Exercise Price, Granted | $ 14.79 | |
Weighted Average Exercise Price, Canceled or Forfeited | 15.32 | |
Weighted Average Exercise Price, Outstanding as of December 31, 2020 | 13.03 | |
Weighted Average Exercise Price, Exercisable as of December 31, 2020 | 14.76 | |
Weighted Average Exercise Price, Vested and expected to vest as of December 31, 2020 | $ 13.03 | |
Weighted Average Remaining Contractual Term (in years), Outstanding as of December 31, 2020 | 9 years 7 months 2 days | |
Weighted Average Remaining Contractual Term (in years), Exercisable as of December 31, 2020 | 9 years 6 months 14 days | |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest as of December 31, 2020 | 9 years 7 months 2 days | |
Aggregate Intrinsic Value, Outstanding as of December 31, 2020 | $ 9,931 | |
Aggregate Intrinsic Value, Exercisable as of December 31, 2020 | 943 | |
Aggregate Intrinsic Value, Vested and expected to vest as of December 31, 2020 | $ 9,931 |
Non-Cash Share-Based Compensa_7
Non-Cash Share-Based Compensation - Summary of Activity Related to RSUs (Details) - RSUs | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Granted | shares | 2,500 |
Number of Shares, Unvested balance | shares | 2,500 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 17.56 |
Weighted Average Grant Date Fair Value, Unvested balance | $ / shares | $ 17.56 |
Non-Cash Share-Based Compensa_8
Non-Cash Share-Based Compensation - Summary of Non-Cash Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-cash share-based compensation expense | $ 6,204 | $ 1,459 | $ 114 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-cash share-based compensation expense | 2,510 | 373 | 45 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-cash share-based compensation expense | $ 3,694 | $ 1,086 | $ 69 |
License Agreements - Additional
License Agreements - Additional Information (Details) - UCLB License Agreement - GBP (£) shares in Millions | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | Jun. 30, 2018 | May 31, 2017 | Jun. 30, 2016 | Dec. 31, 2020 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Ordinary shares, issued | 4 | ||||
Additional payments to license agreement | £ 30,000 | £ 30,000 | £ 30,000 | £ 30,000 | |
Period of marketing approval granted product | 7 years | ||||
License agreement notice period upon termination | 30 days | ||||
License agreement, terminate if other party in material breach subject to cure period | 180 days | ||||
Agreement termination period If fails to pay threshold owned | 30 days | ||||
Maximum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Milestone payments | £ 3,500 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | Mar. 12, 2020$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) |
Warrants And Rights Note Disclosure [Abstract] | |||
Asset purchase agreement date | Aug. 27, 2015 | ||
Issuance of shares, Shares | shares | 114,726 | ||
Issuance of ordinary par value | $ 0.00001 | ||
Exercise price of warrants | $ 0.06 | ||
Aggregate cash consideration from issuance of ordinary shares | $ 9,297 | £ 7,211 | |
Warrants outstanding | $ | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Net loss (income) realized before calculation of income tax, domestic | $ 96,900,000 | $ 54,200,000 | $ 33,400,000 |
Net loss (income) realized before calculation of income tax, foreign | (700,000) | 400,000 | 100,000 |
Net operating loss carryforwards | 137,000,000 | 45,500,000 | $ 29,100,000 |
Uncertain tax positions | 0 | 0 | |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current expense: | |||
Foreign | $ 287 | $ 189 | $ 27 |
Total current expense: | 287 | 189 | 27 |
Deferred benefit | |||
Foreign | (158) | (48) | 0 |
Total deferred benefit: | (158) | (48) | |
Total income tax expense: | $ 129 | $ 141 | $ 27 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at UK statutory rate of 19% | $ (18,277) | $ (10,215) | $ (6,315) |
R&D expenditure | 5,756 | 5,805 | 3,091 |
Foreign rate differential | 42 | 33 | 13 |
Change in valuation allowance | 15,691 | 4,481 | 3,254 |
U.S. state income taxes | (13) | 19 | |
Other | (3,070) | 18 | (16) |
Total income tax expense: | $ 129 | $ 141 | $ 27 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Parenthetical) (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Statutory income tax rate, percent | 19.00% | 19.00% | 19.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||||
Net operating loss carryforwards | $ 23,135 | $ 11,046 | $ 7,370 | |
Depreciation | 411 | 374 | 171 | |
Accrued expenses | 182 | 48 | ||
Non-cash share-based compensation | 903 | 295 | 18 | |
Other | 25 | |||
Total deferred tax assets | 24,656 | 11,763 | 7,559 | |
Valuation allowance | (24,450) | (11,715) | $ (7,559) | $ (4,305) |
Net deferred tax assets | $ 206 | $ 48 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance at beginning of year | $ 11,715 | $ 7,559 | $ 4,305 |
Increases recorded to income tax provision | 12,735 | 4,156 | 3,254 |
Valuation allowance at end of year | $ 24,450 | $ 11,715 | $ 7,559 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator | |||
Net loss | $ (96,322) | $ (53,909) | $ (33,283) |
Net loss attributable to ordinary shareholders—basic and diluted | $ (96,322) | $ (53,909) | $ (33,283) |
Denominator | |||
Weighted average ordinary shares outstanding—basic and diluted | 14,152,843 | 6,347,818 | 4,621,495 |
Net loss per share—basic and diluted | $ (6.81) | $ (8.49) | $ (7.20) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Allocation of losses to preferred shares | $ 0 | $ 0 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potential Ordinary Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 3,896,896 | 114,208,546 | 59,666,933 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 34,840,000 | 34,840,000 | |
Series B Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 58,933,333 | 20,800,034 | |
SERIES C $0.00001 PAR VALUE | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 12,307,692 | ||
Warrants to Purchase Ordinary Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 721,120 | 721,120 | |
Unvested Ordinary Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 207,310 | 7,406,401 | 3,305,779 |
Share Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 3,687,086 | ||
RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Ordinary shares excluded from computation of diluted net loss per share | 2,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies [Line Items] | |||||
Lessee, operating lease, existence of option to terminate | true | ||||
Lessee, operating lease, option to terminate | The Company’s corporate headquarters is located in Stevenage, United Kingdom, for which, as of December 31, 2020, the Company leased space for four years under a cancelable lease that can be terminated by either party with six months’ advanced notice. The lease related to this facility is classified as an operating lease | ||||
Lease term | 4 years | ||||
Rent expense | $ 4,200,000 | $ 3,100,000 | $ 1,400,000 | ||
Manufacturing and Supply Agreement | |||||
Commitments And Contingencies [Line Items] | |||||
Agreement renewal term | 3 years | ||||
Minimum period of notice required to terminate agreement | 12 months | ||||
UCLB | License Agreement | |||||
Commitments And Contingencies [Line Items] | |||||
Milestones achievement | 0 | 0 | |||
Accrued milestone payments | $ 0 | $ 0 | |||
Kadans Science Partner 2 UK Limited | |||||
Commitments And Contingencies [Line Items] | |||||
Lease agreement term | The future lease will require the Company to enter into a ten years lease and is dependent on the landlord completing the required leasehold improvements per the agreement to execute the lease. | ||||
Lease term | 10 years | ||||
Expected lease commencement date | Jun. 30, 2021 | ||||
Leasehold improvement capitalized | $ 400,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 11,813 |
2022 | 9,102 |
2023 | 11,025 |
2024 | 11,015 |
2025 | 10,962 |
Thereafter | 23,946 |
Total | $ 77,863 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2020USD ($) | Apr. 30, 2020GBP (£) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Syncona | Accounting And Professional Services | |||||
Related Party Transaction [Line Items] | |||||
Fees | $ 100,000 | $ 500,000 | $ 200,000 | ||
Gyroscope Therapeutics Limited | |||||
Related Party Transaction [Line Items] | |||||
Upfront payment | $ 200,000 | £ 200,000 | |||
Gyroscope Therapeutics Limited | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Development and regulatory milestone payments | $ 7,200,000 | £ 5,600,000 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
United Kingdom | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, amount paid | $ 0.8 | $ 0.3 | $ 0.1 |
United States | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, employer discretionary contribution to 401(k) plan | $ 0.1 | ||
Defined Contribution Plan, Plan Name [Extensible List] | frln:DefinedContribution401KSavingsPlanMember | ||
United States | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, employer discretionary contribution to 401(k) plan | $ 0.1 | $ 0.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Boston Lease Agreement - Subsequent Event $ in Millions | Feb. 11, 2021USD ($)ft² |
Subsequent Event [Line Items] | |
Office space | ft² | 9,801 |
Lease expiration date | Dec. 31, 2022 |
Future minimum operating lease payments | $ | $ 1.1 |
Lease period | 2 years |